NEW YORK, May 10, 2021 /PRNewswire/ -- Inspired
Entertainment, Inc. ("Inspired") (NASDAQ: INSE) announced today the
commencement of a private offering of £235.0 million aggregate
principal amount of senior secured notes due 2026 (the "2026 Senior
Secured Notes"). The 2026 Senior Secured Notes will be issued
by Inspired Entertainment (Financing) plc, a wholly owned finance
subsidiary of Inspired, and will be guaranteed by Inspired and
certain of its English and U.S. subsidiaries. The offering is
subject to market and other conditions, and there is no assurance
that the offering will be completed or, if completed, as to the
terms on which it will be completed.
Inspired intends to use the proceeds from the offering of the
2026 Senior Secured Notes (i) to repay its existing £145.8
million senior secured term loan facility and €93.1 million senior
secured term loan facility and accrued interest thereon,
(ii) to pay fees, commissions and expenses incurred in
connection with the refinancing, and (iii) for general corporate
purposes, including to close-out derivative contracts entered into
in connection with the existing term loan facilities. As part of
the refinancing, Inspired will also be putting into place a new
4.5-year £20 million Super Priority Senior Secured Revolving Credit
Facility.
About Inspired Entertainment, Inc.
Inspired offers an expanding portfolio of content, technology,
hardware and services for regulated gaming, betting, lottery,
social and leisure operators across land-based and mobile
channels around the world. Inspired's gaming, virtual
sports, interactive and leisure products appeal to a wide variety
of players, creating new opportunities for operators to grow their
revenue. Inspired operates in approximately 35
jurisdictions worldwide, supplying gaming systems with
associated terminals and content for approximately 50,000 gaming
machines located in betting shops, pubs, gaming halls and other
route operations; virtual sports products through more than
32,000 retail venues and
various online websites; digital games for 170+ websites; and a
variety of amusement entertainment solutions with a total installed
base of more than 16,000 gaming
terminals. Additional information can be found
at www.inseinc.com.
Regulatory Notice
The 2026 Senior Secured Notes will be offered only to Qualified
Institutional Buyers within the meaning of Rule 144A of the
Securities Act of 1933, as amended (the "Securities Act"), and to
certain non-U.S. persons in transactions outside the United States in compliance with
Regulation S under the Securities Act. The issuance and sale of the
2026 Senior Secured Notes and related guarantees have not been, and
will not be, registered under the Securities Act or the securities
laws of any state of the United
States or other jurisdiction, and the 2026 Senior Secured
Notes and related guarantees may not be offered or sold within
the United States except pursuant
to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state or local securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the 2026 Senior Secured
Notes. The 2026 Senior Secured Notes offering is being made
only by means of a private offering memorandum and is not being
made to any person in any jurisdiction in which such offer, sale or
solicitation is unlawful.
The 2026 Senior Secured Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold
or otherwise made available to any "retail investor" in the
United Kingdom or in member states
of the European Economic Area and this notice is not addressed to
or directed at any such person. A "retail investor" for these
purposes in the United Kingdom
means a person who is (i) a "retail client", as defined in
point (8) of Article 2 of Regulation (EU) No 2017/565 as
it forms part of the domestic law of the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018 ("EUWA"); or (ii) a "customer"
within the meaning of the provisions of the Financial Services and
Markets Act 2000, as amended (the "FSMA") and any rules or
regulations made under the FSMA to implement Directive (EU)
2016/97, where that customer would not qualify as a "professional
client", as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of the domestic law of
the United Kingdom by virtue of
the EUWA. A "retail investor" for these purposes in the European
Economic Area means a person who is: (i) a "retail client" as
defined in point (11) of Article 4(1) of Directive 2014/65/EU (as
amended, "MiFID II"); (ii) a "customer" within the meaning
of Directive 2016/97/EU, where that "customer" would not qualify as
a "professional client" as defined in point (10) of Article 4(1) of
MiFID II.
In the United Kingdom, this
notice is being distributed only to and is directed only at: (a)
persons who are "investment professionals" falling within Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"), (b) high
net worth companies, unincorporated associations and other bodies
within the categories described in Article 49(2)(a) to (d) of the
Order and (c) any other persons to whom an invitation or inducement
to engage in investment activity (within the meaning of Section 21
of the FSMA) in connection with the issue or sale of any notes may
otherwise lawfully be communicated or caused to be
communicated.
Solely for the purposes of the product approval process of the
manufacturers (if any), the target market assessment in respect of
the 2026 Senior Secured Notes has led to the conclusion that: (i)
the target market for the notes is "eligible counterparties" and
"professional clients" only, each as defined in the applicable
product governance rules and regulations; and (ii) all channels for
distribution of the notes to "eligible counterparties" and
"professional clients" are appropriate.
Forward-Looking Statements
This news release may contain "forward-looking statements"
within the meaning of the "safe harbor" provisions of the U.S.
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
"anticipate," "believe," "continue," "expect," "estimate," "plan,"
"will," "would" and "project" and other similar expressions that
indicate future events or trends or are not statements of
historical matters. These statements are based on Inspired's
management's current expectations and beliefs, as well as a number
of assumptions concerning future events.
Forward-looking statements are subject to known and unknown
risks, uncertainties, assumptions and other important factors, many
of which are outside of Inspired's control and all of which could
cause actual results to differ materially from the results
discussed in the forward-looking statements. Accordingly,
forward-looking statements should not be relied upon as
representing Inspired's views as of any subsequent date, and
Inspired does not undertake any obligation to update
forward-looking statements to reflect events or circumstances after
the date they were made, whether as a result of new information,
future events or circumstances after the date they were made,
whether as a result of new information, future events or otherwise,
except as required by law. You are advised to review carefully the
"Risk Factors" section of Inspired's annual report on Form 10-K for
the fiscal year ended December 31,
2020, which is available, free of charge, on the U.S.
Securities and Exchange Commission's website at www.sec.gov.
Contact:
For Investors
Aimee Remey
aimee.remey@inseinc.com
+1 646 565-6938
For Press and Sales
inspiredsales@inseinc.com
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SOURCE Inspired Entertainment, Inc.