UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 3, 2014
SCIENTIFIC GAMES CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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81-0422894 |
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(State of incorporation) |
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(IRS Employer |
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Identification No.) |
0-13063
(Commission File Number)
750 Lexington Avenue, New York, New York 10022
(Address of registrant’s principal executive office)
(212) 754-2233
(Registrant’s telephone number)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CPR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure.
The information contained under Item 7.01 in this Current Report on Form 8-K, including the presentation included in Exhibit 99.1 hereto, is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
On September 3, 2014, Scientific Games Corporation (the “Company”) will be providing the lender presentation being furnished as Exhibit 99.1 to certain lenders in connection with the contemplated debt financing of the Company’s pending acquisition of Bally Technologies, Inc. (“Bally”). Completion of the acquisition remains subject to approval by Bally’s stockholders, receipt of certain gaming regulatory approvals and other customary conditions. There can be no assurance that the contemplated financing or the acquisition will be completed.
The presentation furnished as Exhibit 99.1 to this Report on Form 8-K is incorporated by reference in this Item 7.01. The information contained in the presentation is summary information that is intended to be considered in the context of the Company’s and Bally’s filings with the Securities and Exchange Commission (“SEC”) and other public announcements. The Company undertakes no duty or obligation to publicly update or revise this information.
The Company’s presentation, in addition to containing results that are determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”), contains certain “non-GAAP financial measures” as that term is defined by the rules and regulations of the SEC.
The non-GAAP financial measures used in the presentation should not be considered in isolation of, as a substitute for, or superior to, financial information prepared in accordance with GAAP. The non-GAAP financial measures as defined in the presentation may differ from similarly titled measures presented by other companies. The non-GAAP financial measures, as well as other information in the presentation, should be read in conjunction with the Company’s and Bally’s financial statements filed with the SEC.
Additionally, the presentation contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based upon management’s current expectations, beliefs, assumptions and estimates and are not guarantees of timing, future results or performance. These forward-looking statements involve certain risks and uncertainties and other factors that could cause actual results to differ materially from those indicated in such forward-looking statements, as discussed further in the presentation.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit |
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Description |
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99.1 |
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Lender Presentation dated September 3, 2014. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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SCIENTIFIC GAMES CORPORATION | ||
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Date: September 3, 2014 |
By: |
/s/ Jack B. Sarno | |
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Name: |
Jack B. Sarno |
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Title: |
Vice President — Worldwide Legal Affairs and Corporate Secretary |