Creating the world s leading gaming company

Transcription

1 Creating the world s leading gaming company Notes offering for GTECH s acquisition of IGT Investor presentation February 2015

2 Disclaimer The information contained in this presentation (the Presentation ) is strictly confidential and has been prepared by GTECH S.p.A. ( GTECH ) and International Game Technology, Inc. ( IGT, together with GTECH, the Companies ) and is being communicated for general background informational purposes only in connection with the proposed offering (the Offering ) of temporary senior secured notes (the Temporary Notes ) by Cleopatra Finance Limited (the Temporary Notes Issuer ). 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4 Presenters GTECH Marco Sala Chief Executive Officer Alberto Fornaro Chief Financial Officer Claudio Demolli Vice President & Group Treasurer Alessandro Baj Badino Director, Investor Relations Giuliano Boggiali Vice President, Investor Relations & Corporate Finance Gary Santo Treasury IGT Kate Pearlman Vice President, Investor Relations & Treasury Cindy Klimstra Director, Investor Relations 4

5 Agenda Transaction Highlights Strengths of the Combined Business Combined Financials 5

6 Transaction snapshot + The acquisition On July 16, 2014, GTECH announced the acquisition of IGT Offer price of $18.25 per share (1) 75% cash and 25% stock consideration Transaction consideration of $4.7 billion (implied EV for IGT of $6.4 billion) Implied EV/LTM EBITDA (2) of 8.7x (pre-synergies) M&A closing expected in Q Parent company headquartered in London, UK; solely listed on NYSE GTECH EGM approval obtained IGT special shareholder meeting scheduled for February 10, out of 22 regulatory approvals already granted The financing $10.7bn (3) bridge facility including backstop for GTECH bonds, IGT bonds and GTECH s withdrawals Current bridge commitment c.$4.9bn (3) Use of proceeds: cash consideration, acquisition-related expenses and refinancing of certain GTECH and IGT indebtedness (1) Subject to adjustment; the implied value of the total consideration may be more or less than $18.25, depending on GTECH share price and $ / levels. (2) IGT LTM EBITDA as of March 31, 2014, as estimated by GTECH management. (3) Assuming an exchange rate of $1 per

7 Sources & uses and pro forma capitalization Sources and uses Sources Amt ($'m) Amt ( 'm) Cash on Balance Sheet New RCF ($2.6bn equiv.) New Term Loan Facilities (1) 1, New Notes (EUR / USD) 5,033 4,000 Total Sources 7,310 5,810 Pro forma capitalization Uses Amt ($'m) Amt ( 'm) 1 Cash consideration to IGT 3,536 2,810 2 Stock options / RSU Total acquisition related (ex. fees) 3,615 2,873 3 (2) Refinancing of credit facilities (G & I) Refinancing of GTECH's bonds 1, Refinancing of GTECH's Cap Securities 1, Total refinancing (ex. fees) 2,920 2,320 6 Cash exit rights Estimated taxes, fees and expenses Total Uses 7,310 5,810 Amt ($'m) Amt ( 'm) xebitda LTM Sep'14A Combined Adjusted EBITDA 1,938 1,540 Cash and cash equivalents (451) (359) (0.2x) New RCF ($2.6bn equiv.) x (1) New Term Loan Facilities 1, x GTECH 5.375% Bonds due x 7 GTECH 3.500% Bonds due x 7 IGT 7.500% Bonds due x 8 8 IGT 5.500% Bonds due x IGT 5.350% Bonds due x 9 New Notes (EUR / USD) 5,033 4, x GTECH Capital Securities x (3) Other x 9 PF Total Debt 9,624 7, x PF Total Net Debt 9,173 7, x Commentary Acquisition related items include: 1 IGT cash consideration 2 Repayment of IGT stock options / RSUs Refinancing uses to include: 3 Refinancing of GTECH s TLA and IGT s RCFs 4 Repayment of GTECH s 2016 bonds 5 Tender with exit consent for GTECH s Capital Securities 6 Repayment of non-consenting GTECH shareholders (11.3%) Existing notes remaining in place: Consents achieved Assumed to stay in place, but can be put by bondholders at 101% Take-out financing with approximately $3,500m and 1,250m new Notes Note: Assuming an exchange rate of $1 per (1) Subject to certain conditions, all or some of the Term Loan facilities may in the future be incurred at one of Lottomatica Holding S.r.l. s subsidiaries. (2) Reflects amounts repaid by IGT under the IGT Credit Facility after September 30, (3) Other debt calculated to arrive at adjusted pro forma total debt, represents debt not reflect in line items shown. 7

8 Senior Notes offering summary Issuer: USD Georgia Worldwide PLC EUR Georgia Worldwide PLC Issue: Senior Secured Notes Senior Secured Notes Principal amount: c.$3,500m c. 1,250m CFR: Ba2 / BB+ Ba2 / BB+ Issue ratings: Ba2 / BB+ Ba2 / BB+ Ranking: Senior Secured Senior Secured Maturity: 3, 5, 7, 10 years 5, 8 years Call protection: NCL NCL Change of control: 101% 101% Guarantors: Guarantor package representing 39.6% of total assets and 43.3% of combined adjusted EBITDA Security: Share pledges of International Game Technology and Lottomatica Holding S.r.l. Assignments of certain intercompany loans Covenants: Investment grade style Investment grade style Distribution: Rule 144A / RegS Rule 144A / RegS Governing law: New York New York 8

9 Ratings summary Report date: Moody s January 30, 2015 S&P January 30, 2015 CFR (outlook): Ba2 (stable) BB+ (stable) Issue ratings: Rating drivers: Source: S&P, Moody s. Ba2 Georgia will be the largest global group in terms of lottery management and the manufacturing and management of gaming machines. [The] Ba2 CFR is supported by the company's large scale in terms of revenue and EBITDA.. [with] about 80% of the company's pro forma revenue [being] contract-based and of a recurring nature. Moody's opinion [is] that Georgia will own a successful portfolio of gaming titles that it can utilize and cross-sell globally among its various distribution platforms. Georgia is strongly positioned to benefit from the growing trend in digital and mobile gaming.. as the company already [has] successful social gaming and digital products operations through the combination of GTECH and IGT. BB+ Our business risk assessment of.. "strong reflects an improvement from GTECH and IGT's prior stand-alone "satisfactory" business. [We hold a] favorable view of the enhanced product and geographic diversity of the combined company.. limited degree of.. overlap, good market positions.. above-average profitability, and the potential for.. efficiency improvements due to.. synergies. The acquisition also improves GTECH's scale within the global gaming industry and mitigates revenue concentration in Italy. [The combined company] will have the largest content library in the gaming equipment business, and we expect the company will continue to lead the industry in research and development (R&D) spending on new content. 9

10 Structure Pro forma group structure Commentary $500 million IGT 2019 Notes $300 million IGT 2020 Notes $500 million IGT 2023 Notes $5.0 billion (equiv.) of new Notes International Game Technology (Nevada) De Agostini 51.8% 48.2% GTECH Non-Italian Guarantor Subsidiaries Georgia Worldwide PLC (the Issuer ) (1) (England and Wales) GTECH Non-Italian Non-Guarantor Subsidiaries Public Shareholders Lottomatica Holding S.r.l. (Italy) 500 million GTECH 2018 Notes 500 million GTECH 2020 Notes 45 million GTECH Capital Securities due 2066 $2.6 billion New Revolving Credit Facilities 800m New Term Loan Facilities (2) Georgia Worldwide PLC (Issuer) to be the new Parent Company Solely listed on NYSE Revolving Credit Facilities, New Term Loan Facilities (2), existing GTECH and IGT bonds as well as the New Notes to be structured on a pari passu basis Guarantors: GTECH Foreign Holdings Corporation GTECH Corporation GTECH Rhode Island LLC GTECH USA, LLC GTECH Canada ULC GTECH Germany GmbH IGT Guarantor Subsidiaries IGT Non-Guarantor Subsidiaries GTECH Holdings Corporation (Delaware) Lottomatica Holding S.r.l. Subsidiaries GTECH Holdings Corporation International Game Technology IGT Invest Games S.A. Issuer GTECH Corporation (Delaware) DoubleDown Interactive LLC Lottomatica Holding S.r.l. Guarantors Non-Guarantors GTECH Corporation Guarantor Subsidiaries GTECH Corporation Non-Guarantor Subsidiaries (1) On the Temporary Notes Issue Date, the Temporary Notes Issuer will be Cleopatra Finance Limited. On completion, the Temporary Notes will be automatically exchanged into the Issuer s Notes. (2) Subject to certain conditions, some of the Term Loan facilities will in the future be incurred at one of Lottomatica Holding S.r.l. s subsidiaries. Security: Share pledges of International Game Technology and Lottomatica Holding S.r.l Assignments of certain intercompany loans in excess of $10m 10

11 Agenda Transaction Highlights Strengths of the Combined Business Combined Financials 11

12 The global leader in gaming 1 Scaled to lead the industry with a complementary portfolio Leader by revenue, enterprise value, profitability and R&D budget 2 Strong competitive position across market segments 3 #1 global lottery business (1) #1 global gaming equipment company (2) Leading provider for social and real money interactive gaming Balanced business Wide geographical reach Diversified by product line across B2B and B2C 4 Stable and resilient business model Robust recurring revenue base Strong customer relationships around the world 5 Clear path to future growth Positioned to serve governments growing need for new revenue sources Substantial customer base with cross-selling opportunities Merging innovative content with cutting-edge technology Significant achievable synergies (1) Source: Management estimates based on La Fleur 2014 World Lottery Almanac, based on revenues for (2) Source: Companies' public filings. 12

13 1 Best-in-class B2B and B2C offerings GTECH Lottery Operations End-to-end lottery solutions Operation and management Instant ticket printing igaming Full-fledged gaming platform, including poker, bingo, casino games and sports betting Comprehensive CRM solution Video Lotteries Video lottery terminals manufacturing and operations Content Development of leading gaming content for distribution across multiple platforms Leading content distributed across mobile, retail and gaming machines Casinos Gaming machines and central systems for casinos manufacturing and operations IGT Social DoubleDown, one of the largest social casinos in the world Highest rate of monetization per social user 13

14 1 Global gaming leader 2013A Revenue (1) Enterprise Value (2) (in $bn) (in $bn) #1 in Gaming Equipment (3) #1 in Lottery (4) Combined SGMS Tatts Group William Hill Intralot Tabcorp Ladbrokes OPAP Paddy Power Aristocrat Combined SGMS William Hill Tatts Group Tabcorp Paddy Power Aristocrat OPAP Ladbrokes Intralot IGT GTECH Combined Source: Company filings. Enterprise values based on Bloomberg as of January 22, Note: Excludes land based casinos and pure interactive players. (1) All revenue figures represent CY 2013, based on actual financials, calendarized as of December (2) Based on share prices as of January 22, EV combined calculated as current GTECH share price multiplied by pro-forma number of shares plus pro-forma net debt. (3) Source: Companies' public filings. (4) Source: Management estimates based on La Fleur 2014 World Lottery Almanac. 14

15 1 Industry-leading profitability 2013A EBITDA margin vs. peers 34% 34% 27% 25% 24% 23% 19% 18% 17% 13% Combined SGMS William Hill Tabcorp Paddy Power Aristocrat Ladbrokes OPAP Tatts Group Intralot Source: Companies' public filings. 15

16 1 Industry leader in R&D 2013A R&D expenses (1) (in $m) Combined SGMS Tabcorp Paddy Power Tatts Group Intralot 9 Source: 2013 Annual Reports. Note: Excluding Casino land based operators and «pure interactive» operators. (1) Based on FY13 results, Research & Development Expenses from Profit & Loss Accounts. 16

17 2 Strong competitive position: #1 in gaming machines Gaming machines North America: #1 gaming equipment company (1) VLT: leading presence (GTECH + IGT) in the US and Canada Italy: # 1 in VLT and AWP market 29% and 18% share, respectively (2) 4 out of the 5 top-performing Premium Leased Games are from GTECH & IGT (3) Premium customer base, deep relationships across all segments Commercial Casinos (North America, Latin America, Europe) WLA (4) / Government Sponsored (North America, Europe and Italy) Premium content library Wheel of Fortune most successful slot title of all time (1) Source: Companies' public filings. (2) Source: ADM, Organizzazione, attività e statistica Anno (3) Eilers report, participant survey Q (4) World Lottery Association. 17

18 2 Strong competitive position: #1 in lottery Lotteries ITALY: market leader 92% market share based on wagers (1) US: market leader 79% market share in wagers (1) 38 out of 45 state lotteries served in the US (2) Historical relationships with largest lottery operators (NY, CA, and TX) International Long-term partners of leading EU / Latin American Lotteries Serving 27 online lotteries (e.g. UK, Finland, Poland, Czech, Mexico, Colombia) (1) 12% (1) market share in instant ticket printing Growing market participation (1) Management estimates based on La Fleur 2014 World Lottery Almanac. (2) Including District of Columbia. 18

19 2 A global leader in social & real-money interactive gaming Social gaming / Interactive wagering Social Interactive Interactive Social DoubleDown: One of the world s largest social casinos (1) #1 grossing app on Facebook (1) Italy: Leading position with 15% market share (2) US: Leading ilottery provider Canada: Leading igaming provider for WLA clients Greece: Awarded contract by OPAP to supply live betting services Content licensing and back office support services Generally provided under revenue sharing arrangements based on net gaming revenue Provided in B2B arrangements, on six continents, primarily Europe (1) Source: Eilers Research, for the period Q (2) Source: ADM, Organizzazione, attività e statistica Anno

20 3 Geographically well-balanced LTM Sep-2014A Revenue by Geography(%) GTECH IGT Combined International 10% Italy 58% International 21% International 11% Italy 39% Americas 32% North America 79% Americas 50% Note: Based on actual financials, as of September Combined results based on LTM Sep-14 figures; Assuming an exchange rate of $1 per for the twelve months ended September 30,

21 3 Comprehensive and well-balanced product line mix LTM Sep-2014A Revenue by Product (%) Combined Interactive, 8% Commercial Services, 4% Top 10 contracts: 41% of LTM-Sep-2014A revenues Combined Italy - Gaming Machines 12% Sports Betting, 4% Lottery, 38% Italy - Lotto 9% Italy - Instants 8% Machine Gaming, 46% Other 59% Remaining Top 10 12% Free cash flow increasing progressively along the value chain Infrastructure Development Software Design & Development System Installation & Support Content Development & Market Research Gaming Operations B2B B2C Note: Based on actual financials, for LTM-Sep-14A. Combined results assuming an exchange rate of $1 per for the twelve months ended September 30,

22 4 Business driven by stable & recurring revenues Stable & recurring revenues driven business Combined (1) Long-Term Customer Relationships in Lottery Typical initial contract duration 7 10 years Conversion risk favors incumbent Product sales 18% Service revenue 82% Technology and Operational Expertise Stable Revenues & Cash Flows Strong customer loyalty from combining innovative content with cutting-edge technology Content is portable across platforms Track record of strong, predictable cash flow generation Weighted average remaining contract length of 4.6 years (3) Top 10 by maturity (2) Italy Interactive Italy Sports Betting Italy Lotto New York California Italy Instants Texas Illinois Italy Machine Gaming UK (1) Revenue split for LTM Sep-14A. (2) Maturity based on current expiration dates without extensions. Contracts shown correspond to top 10 GTECH contracts by revenue in LTM-Sep-14A. (3) Denotes the weighted average remaining contract length for GTECH s top 10 contracts by revenue in LTM-Sep-14A. 22

23 4 Italian market resilience Personal Consumption (%) GTECH Italian Operations (In m) 3.0% 1.5% 1.3% 513 Operating Income (1) % 0.0% (1.5%) (1.2%) (1.8%) (3.0%) (2.7%) (4.5%) (3.9%) LTM-14 Despite economic recession, Italian operations drove profitability Source: ISTAT report (March 3, 2014). (1) After 30m AWP litigation settlement. 23

24 5 Our growth track record Consolidated EBITDA ( m) (1) Jun-04 Italian S&W concession award Jul-04 Italian AWP concession award Aug-06 GTECH acquisition Mar-07 Italian Sports Betting concession award Aug-08 UK/Camelot contract renewal Dec-08 Interactive gaming licence in Italy Mar-09 NY contract renewal (1) EBITDA is defined as net income before income tax expense, interest expense, interest income, depreciation and amortization. Jul-10 First Italian VLT network deployment Italian S&W concession renewal First Private Manager Contract in US Sep-10 Illinois Lottery private manager award Dec-10 Texas contract renewal Second Private Manager Contract in US Oct-12 Indiana contract award Jan-13 Unified, customerfacing organization structure under GTECH brand Third Private Manager Contract in US Apr-13 New Jersey contract award 24

25 5 Achievable synergies driving value EBITDA Impact (1) % of Relative Base (1) Comments Industrial Efficiencies c.us$85 million c. 6% Redundant facilities where there is geographic overlap Economies of scale in manufacturing and purchasing Cost Overlapping Corporate Activities c.us$125 million c. 15% Overlap of corporate support, primarily in SG&A based on headcount overlap analysis Optimize R&D Spend c.us$20 million c. 7% Optimize R&D spend given overlap in Casino / VLT / Interactive Revenue Natural Revenue Enhancements Italy sales Cross selling Mobile exploitation c.us$50 million Leverage existing customer bases, IP and brands to maximize cross-selling and upselling opportunities in interactive as well as land-based gaming Leverage GTECH s mobile capabilities to augment IGT s solutions for the commercial casino and social casino markets Total c.us$280 million (1) Estimated synergies expected to be achieved by 2018 (excluding any non-recurring integration costs). Addressable cost base defined as cash cost only relative to gaming and interactive business for industrial efficiencies and R&D spending; for corporate and support activities considered full SG&A costs. 25

26 5 Well-positioned in a growing market 1 Global gaming market expected to continue to grow across segments 2 R&D commitment to stabilize and grow gaming machine business over the long-term 3 Demand for innovation in lottery business expected to continue 4 Continued expansion in interactive and mobile 5 Leverage sizeable customer base to drive cross-selling opportunities 26

27 Agenda Transaction Highlights Strengths of the Combined Business Combined Financials 27

28 Combined financials 2012A 2013A LTM Sep-14A 2012A 2013A 2014A GTECH + IGT LTM Sep-14A Combined (2) ($ in millions, equivalent) (1) ($ in millions) ($ in millions) Revenues 4,173 4,156 4,116 2,151 2,342 2,058 6,174 % Growth (0%) (1%) 9% (12%) n.a. Adj. EBITDA (3) 1,400 1,407 1, ,089 % Margin 34% 34% 35% 34% 32% 31% 34% Capex % Revenues 8% 11% 9% 10% 5% 4% 7% Adj. EBITDA-capex 1, , ,629 % Margin 25% 22% 26% 24% 26% 27% 26% (1) GTECH results translated from into $ assuming an exchange rate of $1 per (2) Combined figures derived by adding GTECH LTM Sep-14A results with IGT FY 2014A results. GTECH results translated from into $ assuming an exchange rate of $1 per for the twelve months ended 30-Sep-14. (3) Adjusted EBITDA is defined as EBITDA before restructuring costs, impairment loss, foreign currency income and losses, and other unusual items. 28

29 Disciplined financial management Uses of Cash Flow Cash flow from operations will be dedicated to: Renewal of existing contracts Repay debt Dividend payments Fund new growth opportunities Debt Management Medium term focus on deleveraging - target of approximately 4.0x or below (net debt to adjusted EBITDA ratio) Continue to diversify funding sources by type Proactively manage debt and credit line maturities Growth Opportunities Emphasis on successful combination and integration with IGT Continue to pursue new opportunities for organic growth through disciplined capital allocation process: Target minimum return on investment based on financial and operating risk Selectively pursue investment opportunities Dividend Payments Stable quarterly dividends over time, in line with historical dividend payments 29

30 Investment considerations Leading player across all gaming segments Resilient nature of the business Long-term international contract portfolio Medium to long-term visibility of revenues and cash flows Strong, stable margins Proven commitment to de-leverage with successful track record following past acquisitions Investment policy designed to target profitable risk-adjusted returns Expected synergies of $280m Management team with solid industry credentials and vision for growth Superior financial strength with over $6bn in combined revenues and more than $2bn in combined adjusted EBITDA (1) (1) Combined figures derived by adding GTECH LTM Sep-14A results with IGT FY 2014A results. GTECH results translated from into $ assuming an exchange rate of $1 per for the twelve months ended September 30,