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INTERNATIONAL GAME TECHNOLOGY PLC ANNOUNCES CAPPED TENDER OFFER WITH RESPECT TO ITS 6.500% SENIOR SECURED NOTES DUE 2025 AND 3.500% SENIOR SECURED NOTES DUE 2024
International Game Technology PLC, announces the launch of an offer to purchase for cash (the “Tender Offer“) up to US$500,000,000 aggregate principal amount (the “Maximum Acceptance Amount“) of its outstanding US$1,100,000,000 6.500% Senior Secured Notes due 2025 (the “Dollar Notes“) and its outstanding €500,000,000 3.500% Senior Secured Notes due 2024 (the “Euro Notes“, and together with the Dollar Notes, the “Notes“), subject to the Acceptance Priority Levels set forth in the table below (with one (1) being the higher Acceptance Priority Level and two (2) being the lower Acceptance Priority Level) and the Dollar Offer Sub Cap (as defined below). The Tender Offer is made upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 2, 2022 (the “Offer to Purchase“).
The Tender Offer will expire at 11:59 P.M. (New York City time) on September 30, 2022 (unless the Tender Offer is extended or terminated) (such time and date, as the same may be extended, the “Expiration Time“).
To receive the Total Dollar Consideration (as defined below), which includes an early tender premium of US$30.00 per US$1,000.00 principal amount of the Dollar Notes accepted for purchase pursuant to the Tender Offer (the “Early Dollar Tender Premium“) or the Total Euro Consideration (as defined below), which includes an early tender premium of €30.00 per €1,000.00 principal amount of the Euro Notes accepted for purchase pursuant to the Tender Offer (the “Early Euro Tender Premium“), Holders must validly tender and not validly withdraw their Notes prior to 5:00 P.M. (New York City time) on September 16, 2022 (unless the Tender Offer is extended or terminated) (such date and time, as the same may be extended, the “Early Tender Time“). Holders who tender their Notes may withdraw such Notes at any time prior to 5:00 P.M. (New York City time) on September 16, 2022.
Holders who validly tender their Dollar Notes or their Euro Notes after the Early Tender Time but at or prior to the Expiration Time will be eligible to receive only the Dollar Tender Offer Consideration (which is an amount equal to the difference between the Total Dollar Consideration and the Early Dollar Tender Premium) or the Euro Tender Offer Consideration (which is an amount equal to the difference between the Total Euro Consideration and the Early Euro Tender Premium), respectively.
The following table sets forth certain terms of the Tender Offer:
|
Title of Security |
ISIN/ Common Code or CUSIP |
Aggregate Principal Amount Outstanding |
Acceptance Priority Level(1) |
Maximum Acceptance Amount |
Offer Sub Cap(1) |
Tender Offer Consideration |
Early Tender Premium |
Total Consideration(2) |
|
6.500% Senior Secured Notes due 2025 |
Rule 144A: US460599AC74/ 460599 AC7 Regulation S: USG4863AAC20 / G4863A AC2 |
US$1,100,000,000 |
One (1) |
US$500,000,000 |
US$350,000,000 (the “Dollar Offer Sub Cap“) |
US$985.00(3)(4) (the “Dollar Tender Offer Consideration“) |
US$30.00(5) |
US$1,015.00(4) (the “Total Dollar Consideration“) |
|
3.500% Senior Secured Notes due 2024 |
Rule 144A: XS1844998192/ 184499819 Regulation S: XS1844997970/ 184499797 |
€500,000,000 |
Two (2) |
Not applicable |
€976.25(6)(7) the “Euro Tender Offer Consideration“) |
€30.00(8) |
€1,006.25(7) (the “Total Euro Consideration“) |
_____________________
|
(1) |
Subject to the Maximum Acceptance Amount and modified proration, the principal amount of Notes that is purchased pursuant to the Tender Offer will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order) specified in this column; provided that IGT will not accept for purchase Dollar Notes in an aggregate principal amount that is greater than the Dollar Offer Sub Cap. |
|
(2) |
The applicable Total Consideration equals the sum of the applicable Tender Offer Consideration and the applicable Early Tender Premium. |
|
(3) |
For each US$1,000.00 principal amount of the Dollar Notes tendered after the Early Tender Time and at or prior to the Expiration Time and accepted for purchase. |
|
(4) |
Does not include accrued interest, which will also be paid in addition to the Dollar Tender Offer Consideration or the Total Dollar Consideration (as applicable). |
|
(5) |
For each US$1,000.00 principal amount of the Dollar Notes tendered at or prior to the Early Tender Time and accepted for purchase. |
|
(6) |
For each €1,000.00 principal amount of the Euro Notes tendered after the Early Tender Time and at or prior to the Expiration Time and accepted for purchase. |
|
(7) |
Does not include accrued interest, which will also be paid in addition to the Euro Tender Offer Consideration (or the Total Euro Consideration (as applicable). |
|
(8) |
For each €1,000.00 principal amount of the Euro Notes tendered at or prior to the Early Tender Time and accepted for purchase. |
In addition to the Dollar Tender Offer Consideration, the Total Dollar Consideration, the Euro Tender Offer Consideration or the Total Euro Consideration (as applicable), all Holders of Notes accepted for purchase will also receive accrued and unpaid interest on such Notes, rounded to the nearest US$0.01 per US$1,000.00 principal amount of the Dollar Notes and €0.01 per €1,000.00 principal amount of the Euro Notes from the last interest payment date up to, but not including, the Early Settlement Date (as defined below) or the Final Settlement Date (as defined below) (as applicable).
Notes of one or both series may be subject to modified proration if the aggregate principal amount of Notes validly tendered and not validly withdrawn (with the aggregate principal amount of the Euro Notes converted to US dollars using the Exchange Rate) as of the Early Tender Time or the Expiration Time (as applicable) would cause the Maximum Acceptance Amount to be exceeded or the aggregate principal amount of the Dollar Notes validly tendered and not validly withdrawn as of the Early Tender Time or the Expiration Time (as applicable) would cause the Dollar Offer Sub Cap to be exceeded. Furthermore, regardless of the Acceptance Priority Level, Notes tendered at or prior to the Early Tender Time will be accepted for purchase in priority to Notes tendered after the Early Tender Time, and to the extent Notes are tendered at or prior to the Early Tender Time and accepted for purchase pursuant to the Tender Offer, the portion of the Maximum Acceptance Amount (which shall be applied subject to the Acceptance Priority Levels) and the Dollar Offer Sub Cap available for the purchase of Notes tendered after the Early Tender Time will be reduced or may be eliminated completely.
The Tender Offer is conditioned upon, among other things, IGT, in its sole and absolute discretion, being satisfied that it has received, or will receive, by the Early Settlement Date an amount of net proceeds of the sale of the shares of LIS Holdings S.p.A. by an indirect subsidiary of IGT to PostePay S.p.A. which would be sufficient to finance the payment by IGT of the sum of (1) the sum of the Total Dollar Consideration and the Dollar Tender Offer Consideration with respect to all Dollar Notes validly tendered and accepted for purchase pursuant to the Offer to Purchase and (2) the sum of the Total Euro Consideration and the Euro Tender Offer Consideration with respect to all Euro Notes validly tendered and accepted for purchase pursuant to the Offer to Purchase.
It is expected that payment for Notes validly tendered at or prior to the Early Tender Time will be made promptly following the Early Tender Time, on September 20, 2022 (the “Early Settlement Date“), and payment for Notes validly tendered after the Early Tender Time but at or prior to the Expiration Time will be made on October 4, 2022 (the “Final Settlement Date“).
Subject to applicable law and the terms and conditions of the Offer to Purchase, IGT may change the Acceptance Priority Levels and increase or decrease either or both of the Maximum Acceptance Amount and the Dollar Offer Sub Cap without extending the Early Tender Time or the Expiration Time or otherwise providing withdrawal rights. IGT may also terminate the Tender Offer, waive any or all of the conditions of the Tender Offer prior to the Expiration Time, extend the Expiration Time or amend the terms of the Tender Offer.
IGT has retained D.F. King & Co. to act as Tender and Information Agent for the Tender Offer. Questions regarding procedures for tendering Notes may be directed to D.F. King & Co.
Nine Indian Players to Compete at APT Taipei 2025 for the Prestigious Lions Trophy: Natural8 India to Unveil its Biggest Poker Giveaway!
Natural8 India is back with yet another thrilling opportunity for Indian poker players to showcase their skills on an international stage. After an unforgettable journey to APT Manila, the platform is now setting its sights on APT Taipei 2025, offering nine Indian players a once-in-a-lifetime chance to compete live and vie for the prestigious APT Lions Trophy. Set to be the biggest APT Taipei series ever, this exclusive event promises high stakes, intense competition, and an unmatched poker experience in an all-new venue.
The road to Taipei begins with the highly anticipated Online MTT on March 23, 2025, at 8:30 PM IST, where players can secure their place in the top nine. With a buy-in of INR 5,500 and satellite tournaments starting at just INR 550, the event ensures that every poker enthusiast has a shot at glory. The stakes are higher than ever, with an additional INR 20 lakh in added benefits—a 33% increase from previous events—making this India’s biggest exclusive poker giveaway yet.
Winners will receive an all-expense-paid trip to APT Taipei, including flights and accommodation worth up to INR 1,20,000 each. The top four will also claim Main Event tickets worth INR 1,47,000, while the remaining five will secure Mini Main Event tickets valued at INR 67,000. The live final table, set for April 26, 2025, will be streamed directly from Taipei, ensuring an electrifying showdown as players battle for the coveted Lions Trophy.
Speaking about the event, Kunal Patni, Executive Director and Country Head of Natural8 India, stated, “This is a golden opportunity for Indian players to make history on the international poker circuit. We can’t wait to see the top nine take on Taipei and bring the trophy home!”
As the excitement builds, Natural8 India remains committed to elevating the poker experience for Indian players, ensuring that they get the best possible platform to compete globally. With thrilling action, unparalleled rewards, and a shot at poker glory, APT Taipei 2025 promises to be an event to remember.
The post Natural8 India Unveils Its Biggest Exclusive Poker Giveaway Yet! appeared first on European Gaming Industry News.
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Acer Refreshes Predator BiFrost and Acer Nitro Graphics Cards with New AMD Radeon RX 9000 Series GPUs
Six new models announced for AI-enhanced gaming, streaming, and creation with 8K visuals and optimized thermal design with triple FrostBlade 4.0 cooling fans.
Acer today unveiled its latest Predator BiFrost and Acer Nitro graphics cards, powered by the next-generation AMD Radeon™ RX 9000 Series GPUs. This cutting-edge line-up includes six models designed to elevate gaming and creative experiences with next-level performance and visual fidelity. The models include the Predator BiFrost Radeon™ RX 9070 XT OC 16GB, Predator BiFrost Radeon™ RX 9070 OC 16GB, and two Nitro graphics cards: Acer Nitro Radeon™ RX 9070 XT OC 16GB, Acer Nitro Radeon™ RX 9070 OC 16GB.
The new GPUs are engineered for ultra-fast gaming and demanding tasks, leveraging AMD RDNA™ 4 compute units and up to 16 GB of memory to deliver immersive 8K visuals. The advanced cooling technology, featuring three FrostBlade 4.0 fans, and reinforced designs ensures systems can be pushed to their limits while maintaining peak performance. DIY gamers will appreciate new software features such as Acer Intelligence Space, which offers intuitive AI system detection, and Acer Game Assistance’s adaptive aim system to give players a competitive edge.
AMD Radeon™ RX 9000 Series GPUs
The latest Predator BiFrost and Acer Nitro Radeon RX 9070 Series graphics cards are powered by up to the new AMD Radeon™ RX 9070 XT OC Graphics, featuring unified AMD RDNA™ 4 architecture with powerful raytracing capabilities, AI accelerators and up to 16 GB of memory. Gamers can enjoy the latest gaming displays and experience increased visual quality for video streaming and editing as these next-generation designs activate AMD HYPR-RX to instantly enable all supported performance-boosting and latency-reducing technologies across thousands of games. Expect deep immersion with higher quality and clarity thanks to AI-powered AMD FidelityFX™ Super Resolution 4 image upscaling with advanced frame generation technologies, which boost framerates in supported games. Players can showcase their skills with enhanced multimedia and streaming experiences using the AMD Radiance Display™ Engine.
Predator BiFrost and Acer Nitro Radeon™ RX 9000 Series Graphics Cards
The Predator BiFrost Radeon™ RX 9070 XT OC 16GB graphics card boasts a boost clock of up to 3,100 MHz and game clock of up to 2,570 MHz, while the Predator BiFrost Radeon™ RX 9070 OC 16GB graphics card offers boost and game clock speeds of up to 2,700 MHz and up to 2,210 MHz respectively for ultra-smooth responsiveness.
The Acer Nitro Radeon™ Series provides gamers and creators the tools to enhance their digital experiences, featuring maximum boost clock speeds of up to 3,100 MHz and game clock speeds of up to 2,570 MHz for balanced performance and efficiency. All models come equipped with the latest advancements from AMD Radeon™ technology and 16 GB of GDDR6 RAM, pushing the graphics cards to their maximum processing prowess.
Advanced Cooling and Durability
These GPUs are equipped with Acer’s advanced cooling systems, which provide added support in reaching peak performance. Featuring state-of-the-art cooling technology with triple FrostBlade 4.0 fans, counter-spin designs for smoother airflow, and oxygen-free thermal pipes, the Predator BiFrost and Acer Nitro Radeon™ graphics cards maintain optimal heat dispersion to keep temperatures in check. Supported by dual-ball bearing systems and lubricating oil, the fans are engineered to reduce noise, withstand elevated temperatures, and minimize friction on the fan bearings.
These graphics cards are also built for lasting durability and dominance, crafted with an aluminum backplate and a metal anti-bending design, ensuring they can withstand the rigors of continuous use. Heat-dissipating vents and a reinforced copper base efficiently absorb heat from the GPUs, which is expelled quickly through oxygen-free heat pipes.
Intelligent Features
Acer Intelligent Space serves as the central hub for the device’s AI features, identifying system hardware, suggesting compatible AI applications to optimize performance, and helping players identify more gaming tools. Acer Game Assistance provides a competitive edge by automatically adjusting colors and offering a sniper mode for precise targeting in shooting games. Additionally, Acer ProCam automatically detects and records gameplay highlights to capture key moments in the game.
The multi-display capabilities allow users to connect to four displays, with each graphics card equipped with three DisplayPorts, one HDMI 2.1 port, and up to a PCIe 5.0 bus, providing a seamless and immersive experience across gaming, streaming, and creative applications.
Specifications
| Name | Predator BiFrost Radeon™ RX 9070 XT OC 16GB |
| Model | PB-RX9070XT-SOC |
| Graphics | AMD Radeon™ RX 9000 Series graphics |
| Interface | BUS: PCIe 5.0 x 16 |
| Memory | Size: 16 GB GDDR6
Bandwidth: 640 GB/s Speed: 20 GB/s |
| Graphics Clock | Boost clock: Up to 3,100 MHz
Game clock: Up to 2,570 MHz |
| Cooling | FrostBlade 4.0 ringed fans x 3, counter-spin design |
| Output | HDMI 2.1, DisplayPort 2.1 x3,
Digital Max Resolution: 8K Simultaneous display: 4 |
| Total Board Power | 340W |
| Dimensions | 295 (L) x 120 (W) x 49(H) mm, 2.5 slots |
| Name | Predator BiFrost Radeon™ RX 9070 OC 16GB |
| Model | PB-RX9070-SOC |
| Graphics | AMD Radeon™ RX 9000 Series graphics |
| Interface | BUS: PCIe 5.0 x 16 |
| Memory | Size: 16 GB GDDR6
Bandwidth: 640 GB/s Speed: 20 GB/s |
| Graphics Clock | Boost clock: Up to 2,700 MHz
Game clock: Up to 2,210 MHz |
| Cooling | FrostBlade 4.0 ringed fans x 3, counter-spin design |
| Output | HDMI 2.1, DisplayPort 2.1 x3,
Digital Max Resolution: 8K Simultaneous display: 4 |
| Total Board Power | 340W |
| Dimensions | 295 (L) x 120 (W) x 49(H) mm, 2.5 slots |
The post Acer Refreshes Predator BiFrost and Acer Nitro Graphics Cards with New AMD Radeon RX 9000 Series GPUs appeared first on European Gaming Industry News.
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TEAM VITALITY ANNOUNCES ITS PARTICIPATION TO ESPORTS WORLD CUP FOUNDATION CLUB PROGRAM 2025
- After securing a top-4 finish and cementing its place among the world’s leading esports clubs, Team Vitality returns to the Esports World Club Program for a second consecutive year, aiming to continue its success by hoisting World Cup trophies.
- Driven by its ambition to become the best esports club in the world, Team Vitality is setting bold objectives for the 2025 Esports World Cup. This global competition presents a key opportunity to reinforce its status as an esports powerhouse by fielding top-tier rosters and competing for every title. Because in esports, every win counts.
Leading esports club Team Vitality is proud to announce its return to the Esports World Cup (EWC) for the 2025 edition. As an official Club Partner of the Esports World Cup Foundation, Team Vitality is set to showcase its competitive excellence on the global stage and reaffirm that performance is at the core of its identity. Over and above the performance, this type of major event allows us to continue to globalise the Team Vitality brand and increase our visibility around the world.
And this year, the French club is more determined than ever to win its flagship games (Counter-Strike, VALORANT, Rocket League, MLBB, RENNSPORT) and to spring a surprise on others (TFT, Chess, etc.). For the EWC Club Championship, Team Vitality is determined to make history alongside its global fan community!
NEW YEAR, NEW AMBITIONS, NEW GAMES
Launched in 2023, the Club Partner Program is a pioneering initiative that brings together top-tier esports clubs from around the world. Designed to unite esports fans across various game ecosystems, the program aims to expand the global esports community and elevate the sport’s reach and impact. After securing a top-four finish at last year’s inaugural tournament, Team Vitality is aiming for even greater success at the 2025 Esports World Cup.
With the introduction of new titles such as VALORANT and Chess to the competition, the EWC enables Team Vitality to expand its competitive ambitions across multiple disciplines. The club recently welcomed chess grandmaster Maxime ‘MVL’ Vachier-Lagrave as its first professional chess player and made a dominant statement in VALORANT by winning the VCT EMEA Kickoff with its star-studded roster.
AN OPPORTUNITY TO MAKE ESPORTS HISTORY IN FRONT OF OUR FANS
Competing at this prestigious international event presents a unique opportunity to solidify its place among the world’s best esports organizations. As one of the most renowned global competitions, the EWC has become a key milestone for leading clubs and a catalyst for accelerating international expansion through strategic roster acquisitions.
Team Vitality Co-Founder and President Fabien “Neo” Devide comments: “We are excited to join the Esports World Cup Foundation as an official Club Partner for 2025. This partnership reinforces our commitment to excellence on the global stage and our ambition to reach new heights. Our objective is clear: every win counts and brings us closer to being the best. The EWC presents a unique opportunity to showcase our strength across multiple esports disciplines and secure prestigious titles for our fans and legacy.”
The post TEAM VITALITY ANNOUNCES ITS PARTICIPATION TO ESPORTS WORLD CUP FOUNDATION CLUB PROGRAM 2025 appeared first on European Gaming Industry News.
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