8-K
filed October 23, 2023, 7:59 PM ET
CIK 0001760717
M&A
confidence high
sentiment neutral
materiality 1.00
SciPlay Corp: M&A transaction — SciPlay completes merger with Light & Wonder for $22.95/share; stock delisted
SciPlay Corp
- Merger closed Oct 23, 2023; each Class A share converted to $22.95 cash.
- Company requested Nasdaq halt on Oct 20; delisting effective Oct 23, 2023.
- SciPlay Revolver ($150M) terminated with no borrowings outstanding.
- Tax Receivable Agreement waiver executed to avoid early termination payment.
- All prior directors resigned; James Sottile became sole director.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 1.0
James Sottile was appointed as Sole Director at SciPlay Corp.
- Action
- became
- Role
- Sole Director
Exact text from the filing
James Sottile, a director of Merger Sub immediately prior to the consummation of the Merger, became the sole director of the Company.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
SciPlay Corp underwent a change of control involving Light & Wonder, Inc. for $22.95 in cash (closed 2023-10-23).
- Action
- change of control
- Counterparty
- Light & Wonder, Inc.
- Consideration
- $22.95 in cash
- Closing
- 2023-10-23
Exact text from the filing
ugust 8, 2023, SciPlay Corporation, a Nevada corporation (the “ Company ”), Light & Wonder, Inc., a Nevada corporation (“ Parent ”), and Bern Merger Sub, Inc., a Nevada corporation and a wholly owned subsidiary
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
SciPlay Corp terminated SciPlay Revolver with SciPlay Games, LLC, SciPlay Parent LLC, lenders, Bank of America, N.A. valued at $150.0 million revolving credit agreement terminated (effective 2023-10-23).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- SciPlay Games, LLC, SciPlay Parent LLC, lenders, Bank of America, N.A.
- Value
- $150.0 million revolving credit agreement terminated
- Effective
- 2023-10-23
Exact text from the filing
In connection with the consummation of the Merger, on October 23, 2023, SciPlay Games, LLC (the “ Borrower ”), an indirect wholly owned subsidiary of the Company, terminated the $150.0 million revolving credit agreement, by and among the Borrower, SciPlay Parent LLC, as a guarantor, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent (the “ SciPlay Revolver ”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
SciPlay Corp terminated License Agreement with Bally Gaming, Inc., SG Social Holding Company I, LLC valued at License Agreement terminated (effective 2023-10-23).
- Action
- termination
- Agreement
- license
- Counterparty
- Bally Gaming, Inc., SG Social Holding Company I, LLC
- Value
- License Agreement terminated
- Effective
- 2023-10-23
Exact text from the filing
In connection with the consummation of the Merger, on October 23, 2023, the following agreements were terminated and all liabilities and obligations thereunder were deemed to be fully satisfied, extinguished and released pursuant to the Omnibus Termination Agreement, dated as of such date (the “ Omnibus Termination Agreement ”), by and among Parent, the Company and the affiliates of each of Parent and the Company identified as parties to such agreements: (i) Registration Rights Agreement, dated as of May 7, 2019, by and among the Company, SG Social Holding Company I, LLC (as predecessor to LNW Social Holding Company I, LLC) and such other persons from time to time party thereto, (ii) Services Agreement, dated as of May 7, 2019, by and among Scientific Games Corporation (as predecessor to Parent), Scientific Games International, Inc. (as predecessor to Light and Wonder International, Inc.), Bally Gaming, Inc. (as predecessor to LNW Gaming, Inc.) and SciPlay Holding Company, LLC (as pred
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
SciPlay Corp terminated Registration Rights Agreement with SG Social Holding Company I, LLC and such other persons from time to time party thereto valued at Registration Rights Agreement terminated (effective 2023-10-23).
- Action
- termination
- Agreement
- underwriting
- Counterparty
- SG Social Holding Company I, LLC and such other persons from time to time party thereto
- Value
- Registration Rights Agreement terminated
- Effective
- 2023-10-23
Exact text from the filing
In connection with the consummation of the Merger, on October 23, 2023, the following agreements were terminated and all liabilities and obligations thereunder were deemed to be fully satisfied, extinguished and released pursuant to the Omnibus Termination Agreement, dated as of such date (the “ Omnibus Termination Agreement ”), by and among Parent, the Company and the affiliates of each of Parent and the Company identified as parties to such agreements: (i) Registration Rights Agreement, dated as of May 7, 2019, by and among the Company, SG Social Holding Company I, LLC (as predecessor to LNW Social Holding Company I, LLC) and such other persons from time to time party thereto, (ii) Services Agreement, dated as of May 7, 2019, by and among Scientific Games Corporation (as predecessor to Parent), Scientific Games International, Inc. (as predecessor to Light and Wonder International, Inc.), Bally Gaming, Inc. (as predecessor to LNW Gaming, Inc.) and SciPlay Holding Company, LLC (as pred
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
SciPlay Corp entered into Waivers with SciPlay Corp, SciPlay Parent Company LLC, LNW Social Holding Company I LLC valued at Waivers delivered to Tax Receivable Agreement (effective 2023-10-23).
- Action
- entry
- Agreement
- merger
- Counterparty
- SciPlay Corp, SciPlay Parent Company LLC, LNW Social Holding Company I LLC
- Value
- Waivers delivered to Tax Receivable Agreement
- Effective
- 2023-10-23
Exact text from the filing
In connection with the consummation of the Merger, on October 23, 2023, each of the Company, 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 the Company, SciPlay Parent LLC and LNW Social Holding, pursuant to which each such party waived, effective immediately prior to the Effective Time, all of its rights and entitlements under, and the effects of, Section 4.1(b) of the TRA resulting from the consummation of the Merger and the other actions taken by the parties to the Merger Agreement in connection therewith.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
SciPlay Corp terminated Services Agreement with Scientific Games Corporation, Scientific Games International, Inc., Bally Gaming, Inc., SciPlay Holding Company, LLC valued at Services Agreement terminated (effective 2023-10-23).
- Action
- termination
- Agreement
- license
- Counterparty
- Scientific Games Corporation, Scientific Games International, Inc., Bally Gaming, Inc., SciPlay Holding Company, LLC
- Value
- Services Agreement terminated
- Effective
- 2023-10-23
Exact text from the filing
In connection with the consummation of the Merger, on October 23, 2023, the following agreements were terminated and all liabilities and obligations thereunder were deemed to be fully satisfied, extinguished and released pursuant to the Omnibus Termination Agreement, dated as of such date (the “ Omnibus Termination Agreement ”), by and among Parent, the Company and the affiliates of each of Parent and the Company identified as parties to such agreements: (i) Registration Rights Agreement, dated as of May 7, 2019, by and among the Company, SG Social Holding Company I, LLC (as predecessor to LNW Social Holding Company I, LLC) and such other persons from time to time party thereto, (ii) Services Agreement, dated as of May 7, 2019, by and among Scientific Games Corporation (as predecessor to Parent), Scientific Games International, Inc. (as predecessor to Light and Wonder International, Inc.), Bally Gaming, Inc. (as predecessor to LNW Gaming, Inc.) and SciPlay Holding Company, LLC (as pred
View on SEC.gov
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