Light & Wonder, Inc. (LNWO): M&A transaction — Light & Wonder completes acquisition of remaining ~17% of SciPlay for $22.95/share in cash

Light & Wonder, Inc.

Acquired remaining ~17% equity interest in SciPlay for $22.95 per share in cash; total implied equity value not disclosed.
SciPlay becomes wholly-owned subsidiary; SciPlay common stock delisted from Nasdaq Global Select Market.
Tax Receivable Agreement waivers executed by all parties to avoid payment acceleration upon merger consummation.
SciPlay's $150M revolving credit facility terminated; Light & Wonder will designate SciPlay entities as Restricted Subsidiaries under its own debt agreements.
Effective date October 23, 2023; former SciPlay shareholders received $22.95 per share in cash without interest.

item 1.01 item 1.02 item 2.01 item 7.01 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Light & Wonder, Inc. completed an acquisition involving SciPlay Corporation for $22.95 in cash (closed 2023-10-23).

Action: acquisition
Counterparty: SciPlay Corporation
Consideration: $22.95 in cash
Closing: 2023-10-23

Exact text from the filing

At the Effective Time, pursuant to the terms of, and subject to the conditions set forth in, the Merger Agreement and in accordance with the laws of the State of Nevada: (i) each share of Class A common stock, par value $0.001 per share, of SciPlay (the “ SciPlay Class A Common Stock ”) issued and outstanding immediately prior to the Effective Time (other than any Excluded Shares (as defined below)) was converted automatically into the right to receive $22.95 in cash, without interest (the “ Merger Consideration ”)

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.99

Light & Wonder, Inc. entered into Waiver under Tax Receivable Agreement with SciPlay Parent Company, LLC; LNW Social Holding Company I, LLC valued at Waived rights under Section 4.1(b) of TRA to prevent acceleration of payment obligations (effective 2023-10-23).

Action: entry
Counterparty: SciPlay Parent Company, LLC; LNW Social Holding Company I, LLC
Value: Waived rights under Section 4.1(b) of TRA to prevent acceleration of payment obligations
Effective: 2023-10-23

Exact text from the filing

each of SciPlay, SciPlay Parent Company, LLC, a Nevada limited liability company (“ SciPlay Parent LLC ”), and LNW Social Holding Company I, LLC, a Nevada limited liability company (“ LNW Social Holding ”), delivered a Waiver (collectively, the “ Waivers ”) to the other parties to, and in respect of, that certain Tax Receivable Agreement (the “ TRA ”), dated as of May 7, 2019, by and among SciPlay, SciPlay Parent LLC and LNW Social Holding

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31 m&a transactions filed in the last 30 days. Browse all m&a transactions →

Light & Wonder, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-23-110658

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