Light & Wonder Announces Proposed Private Offering of $550.0 Million of Senior Unsecured Notes

LAS VEGAS--(BUSINESS WIRE)--Aug. 9, 2023-- Light & Wonder, Inc. (NASDAQ: LNW) (ASX: LNW) (“Light & Wonder” or the “Company”) today announced that its wholly owned subsidiary, Light and Wonder International, Inc. (“LNWI”), intends, subject to market and other conditions, to offer $550.0 million in aggregate principal amount of senior unsecured notes due 2031 (the “Notes”) in a private offering.

LNWI intends to use the net proceeds of the Notes offering to redeem all $550.0 million of LNWI’s outstanding 8.625% senior unsecured notes due 2025 (the “2025 Notes”) and pay accrued and unpaid interest thereon plus any related premiums, fees and costs, pay related fees and expenses of the Notes offering.

The Notes will be guaranteed on a senior basis by Light & Wonder and certain of its subsidiaries, and the Notes will not be secured.

The Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The Notes will be offered only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A and to non-U.S. Persons under Regulation S under the Securities Act.

This press release does not and will not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor will there be any sale of the Notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Nothing in this press release should be construed as an offer to purchase, notice of redemption or repurchase or a solicitation of an offer to purchase any of the outstanding 2025 Notes. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

Forward-Looking Statements
In this press release, Light & Wonder makes “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements describe future expectations, plans, results or strategies and can often be identified by the use of terminology such as “may,” “will,” “estimate,” “intend,” “plan,” “continue,” “believe,” “expect,” “anticipate,” “target,” “should,” “could,” “potential,”
“opportunity,” “goal,” or similar terminology. These forward-looking statements include statements related to the terms, timing and completion of the offering of the Notes; the intended use of proceeds of the Notes offering; and the completion of the redemption of the 2025 Notes. These statements are based upon management’s current expectations, assumptions and estimates and are not guarantees of timing, future results or performance. Therefore, you should not rely on any of these forward-looking statements as predictions of future events. Actual results may differ materially from those contemplated in these statements due to a variety of risks and uncertainties and other factors, including, among other things: the inability to consummate the potential refinancing transaction on the terms described herein or at all; the inability to otherwise
reduce or refinance our indebtedness; and the risk that we will not use the proceeds in the manner anticipated.

Investor Relations:
Nick Zangari +1 702-301-4378
Senior Vice President, Investor Relations
ir@lnw.com

Media Relations:
Andy Fouché +1 206-697-3678
Vice President, Corporate Communications
media@lnw.com