Scientific Games Denies its Deal with Bally Has Funding Woes

Scientific Games Inc. (SGMS) said it remains fully committed to its $5.1 billion acquisition of Bally Technologies Inc. (BYI) and expects to complete marketing debt for the transaction within the next few weeks.

Scientific Games, which is 39% controlled by Ronald Perelman's MacAndrews & Forbes Holdings Inc., is buying Bally, which provides electronic gambling games and technology, for $83.30 per share in cash.

The deal has traded at a relatively wide spread on concerns regarding the merger financing. Thursday at market close the spread was $5.66, or 7.3%, which if annualized to a Dec. 31 close represented an annualized return of 43%.

A Bloomberg story Oct. 27 reported that JPMorgan, Bank of America and Deutsche Bank, which have marketed $2 billion of term loans for the deal, failed to gather interest for a $3.2 billion bridge loans for the transaction.

On a conference call for its earnings Thursday, Scientific Games said that speculation regarding the financing structure for the merger was misplaced. Scientific Games CEO Gavin Isaacs said, to "clarify and end this confusion," that the merger remains on track with firm financing commitments in place to fully fund the transaction.

Scientific Games expects to launch a notes offering, the final piece of the merger financing, in the next two weeks. Both companies accelerated the filing time for their 10Qs with the Securities and Exchange Commission and with the filings out, Scientific Games expects to be in a "better position to go to the market place," said CFO Scott Schweinfurth.

The company also said it was pleased with the integration process for the merger and it increased its estimate of annual cost synergies anticipated from the Bally transaction by the end of 2016 to $235 million from $220 million.

Bally shareholders are scheduled to vote on the merger Nov. 18.

The deal is subject to a number of state gaming approvals, the chief of which is Nevada. The Nevada gaming board has its next meeting on Nov. 5 and Nov. 6, and the commission meets on Nov. 20. The merger is not currently on the agenda for the gaming board meeting, but that agenda can change or the commission can hold a special meeting. If the deal is not on the agenda for those meetings, the next potential approval date in Nevada would be Dec. 18. Missouri approved the transaction Oct. 29.

The merger is expected to close before the end of 2014.

The merger is not conditioned on financing and has a specific performance clause. The only way the buyer could get around those provisions would be if the banks failed to fund the transaction, in which case Scientific games would be liable for a $105 million termination fee.

Scientific games said on the call that if the note deal did not move forward, the banks would be on the hook to fund the deal.

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