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Scientific Games Announces Cash Tender Offer And Consent Solicitation For Its 9.25% Senior Subordinated Notes Due 2019

NEW YORK, May 20, 2014 /PRNewswire/ -- Scientific Games Corporation (Nasdaq: SGMS) ("Scientific Games") today announced that its wholly owned subsidiary, Scientific Games International, Inc. ("SGI"), has commenced a cash tender offer to purchase any and all of its 9.25% Senior Subordinated Notes due 2019 (the "2019 Notes")(CUSIP No. 80874YAG5), of which $350 million in aggregate principal amount is currently outstanding, and a related consent solicitation to effect certain amendments to the indenture governing the 2019 Notes. 

SGI is conducting the tender offer and consent solicitation in order to refinance a portion of its existing debt.  SGI intends to finance the purchase of the 2019 Notes tendered with the net proceeds from its proposed private offering of $350.0 million in aggregate principal amount of senior subordinated notes due 2021 (the "2021 Notes"), which was separately announced by Scientific Games today, together with available cash.

The full terms and conditions of the tender offer and consent solicitation are set forth in the Offer to Purchase, dated May 20, 2014, and the related Letter of Transmittal.  The tender offer will expire at 12:00 midnight, New York City time, on June 17, 2014, unless extended or terminated pursuant to the terms of the tender offer (such time and date, the "Expiration Date").

In conjunction with the tender offer, SGI is also soliciting the consent of holders of the 2019 Notes to the elimination of substantially all of the restrictive covenants and certain default provisions in the indenture governing the 2019 Notes, and to the execution by Scientific Games, SGI, the subsidiary guarantors and the trustee of a supplemental indenture to amend the indenture.  The proposed amendments to the indenture require the consent of at least a majority in aggregate principal amount of outstanding 2019 Notes to be adopted.  Holders cannot tender their 2019 Notes without delivering a consent and cannot deliver a consent without tendering their 2019 Notes.

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