Intralot gives results of 2021, 2024 note exchange offers; funds object

By Marisa Wong

Los Angeles, July 30 – Intralot Global Holdings BV announced the results of its offer to holders of the outstanding €500 million 5¼% senior notes due Sept. 15, 2024 (ISIN: XS1685702794, XS1685704576) issued by Intralot Capital Luxembourg SA to exchange the notes for up to €169.1 million of ordinary shares of Intralot US Securities BV.

As of 11:59 p.m. ET on July 29, the expiration of the offer, holders had tendered €118.24 million of the 2024 notes, according to a company announcement on Friday.

The company said the minimum acceptance condition was met as of the expiration time. As a result, 34,270,680 shares will be issued on the Aug. 3 settlement date.

As announced on July 1, the exchange ratio is 289.84 shares per €1,000 principal amount of notes.

The offer was conditioned on the tender of at least €68,176,000 of 2024 notes and on the completion of a concurrent exchange offer being conducted by Intralot, Inc.

Intralot, Inc. offered to exchange any and all of the outstanding €250 million of 6¾% senior notes due Sept. 15, 2021 (ISIN: XS1405769214, XS1405774727, XS2343365768, XS2343365503) issued by Intralot Capital in exchange for up to $244,585,500 of new senior secured PIK toggle notes.

As of the 11:59 p.m. ET on July 29 expiration time, holders had tendered 98.99% of the outstanding 2021 notes, according to a separate company announcement.

The company said the minimum acceptance condition was met as of the expiration time.

The new notes will be issued on Aug. 3.

As announced on July 1, the exchange ratio is 82%.

If paid in cash, the interest rate on the new notes is 7.09% from the settlement date to but excluding Sept. 15, 2023, 8.19% from Sept. 15, 2023 to but excluding Sept. 15, 2024 and 8.87% from Sept. 15, 2024 onwards.

PIK interest will accrue at a rate of 9.98% from the settlement date to but excluding Sept. 15, 2024 and at a rate of 10.27% from Sept. 15, 2024 until maturity.

At the option of the issuer, interest may be paid in cash, in kind or as a combination of cash interest and PIK interest.

In conjunction with the exchange offer, Intralot Capital also solicited consents from holders of the 2021 notes to amend some provisions of the notes and the indenture governing those notes.

Tenders of 2021 notes for exchange automatically counted as delivery of consents to the proposed amendments.

The 2021 notes exchange offer was subject to a 90% minimum acceptance threshold and completion of the concurrent Intralot Global exchange offer.

Lucid Issuer Services Ltd. (+44 20 7704 0880, intralot@lucid-is.com Attention: Jacek Kusion / Illia Vyshenskyi) is the exchange agent.

In Friday’s announcements, Intralot said certain funds that claim to hold 2024 notes filed a complaint in the U.S. District Court for the Southern District of New York on July 28 seeking a judgment that the exchange offers violate the applicable indenture and are voidable under a New York state statute.

On July 29, those funds filed an application seeking a temporary restraining order in relation to the exchange offers.

The court has scheduled a hearing on the funds’ application for Aug. 2.

Intralot said it believes the suit has no merit, and it intends to oppose the relief being sought and to close the exchange offers promptly.

The issuer is a Luxembourg-based subsidiary of the Greek lottery company Intralot, SA.

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