RENO, Nevada – (PRESS RELEASE) ---- International Game
Technology (NYSE: IGT) today announced the pricing of $825 million
principal amount of its 2.6% Convertible Debentures due 2036. The
Debentures are being sold in a private placement to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as amended
(the "Securities Act"). IGT has also granted the initial purchasers an
option for 13 days to purchase up to $75 million principal amount of
additional Debentures solely to cover over-allotments.
The Debentures will pay cash interest semiannually at a rate of 2.6%
per annum. In certain circumstances, holders may elect to convert the
Debentures for cash in an amount equal to the lesser of their principal
amount or their conversion value. The initial conversion rate of the
Debentures is 16.1875 shares per $1,000 principal amount of Debentures,
corresponding to a conversion price per share of approximately $61.78
(which represents a 35% conversion premium based on the last reported price
per share on December 14, 2006 for IGT's Common Stock on the NYSE). If the
conversion value of the Debentures exceeds their principal amount at the
time of conversion, IGT will also deliver common stock for the conversion
value in excess of the principal amount. The Debentures will not be
redeemable at the option of IGT before December 20, 2009. The holders will
have the option to require IGT to repurchase the Debentures at 100% of
their principal, plus any accrued interest, on December 15 in each of 2009,
2011, 2016, 2021, 2026 and 2031, and upon the occurrence of certain events
constituting a fundamental change. The offering is expected to close on
December 20, 2006. IGT expects to use approximately $612 million of the
proceeds from the offering and cash on hand to redeem, or pay cash upon
conversion of, its existing outstanding zero coupon (1.75% accretion rate)
convertible debentures and approximately $225 million of the proceeds and
cash on hand to repurchase its common stock concurrently with the Debenture
offering. To the extent the over-allotment option is exercised, IGT expects
to use the net proceeds for general corporate purposes, which may include
repayment of other indebtedness or additional repurchases from time to time
of its common stock.
This notice does not constitute an offer to sell, or the solicitation
of an offer to buy, securities. Any offers of the securities will be made
only by means of a private offering circular. The debentures and the shares
of common stock of IGT issuable upon conversion of the debentures have not
been registered under the Securities Act of 1933, as amended, or the
securities laws of any other jurisdiction and may not be offered or sold in
the United States absent registration or an applicable exemption from
registration requirements.