RENO, Nevada – (PRESS RELEASE) -- International Game
Technology (NYSE: IGT) today announced its intention to offer, subject to
market and other conditions, $825 million principal amount of its
Convertible Debentures due 2036 in a private offering to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of
1933, as amended (the "Securities Act"). IGT expects to grant the initial
purchasers a 13-day option to purchase up to $75 million principal amount
of additional Debentures solely to cover over-allotments.
The Debentures will bear cash interest, to be payable semiannually.
Upon the occurrence of certain specified circumstances, the Debentures will
be convertible at the option of the holders into cash up to the principal
amount thereof, and, if applicable, shares of IGT common stock. 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.
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.