GTECH/IGT Merger Takes Shape

Approval by IGT shareholders and completion of financing bring the acquisition of top slot-maker IGT by lottery giant GTECH near closing. GTECH also announced that Jaymin B. Patel (l.) would be stepping down as president of the company’s American division.

Patel departing post as GTECH Americas president

The acquisition of leading slot manufacturer International Game Technology by Italian-based lottery giant GTECH S.p.A. soared toward closing with several developments last week, as the slot-maker’s shareholders overwhelmingly approved the merger and GTECH secured final financing for the $6.4 billion takeover.

At a special meeting of its shareholders held February 10, IGT shareholders approved the previously announced Agreement and Plan of Merger under which Georgia Worldwide PLC, a public limited company based in London, will serve as a holding company for both former organizations.

More than 99 percent of the votes represented and cast at the meeting, or approximately 72 percent of the total outstanding common stock eligible to vote as of the January 2, 2015 record date, were voted in favor of the merger.

The same day as the vote, GTECH Holdings announced that it has completed $5 billion in high-yield financing needed to complete the IGT buyout. The pricing of the high-yield notes included $US3.2 billion, or €1.6 billion.

GTECH CFO Alberto Fornaro said in a statement the financing will not have any “significant maturity” dates before 2018.

“It is the inaugural issuance in the U.S. and the first time we have launched a global deal,” Fornaro said. “Overall, this is another important step toward the close of the IGT transaction.” In a statement, GTECH said the company and IGT would merge into Georgia Worldwide with the ordinary shares listed on the New York Stock Exchange. GTECH calls the name just a “place holder.”

IGT agreed last summer to be acquired by GTECH for $4.7 billion in cash and stock, and assumption of $1.7 billion of the Nevada-based slot maker’s debt. The merged U.K.-based company will maintain operating headquarters in Las Vegas, Rome and Providence, Rhode Island. The deal still requires approval of Nevada gaming regulators.

Meanwhile, GTECH announced that Jaymin B. Patel, a board member of Providence-based GTECH S.p.A and president and chief executive officer of GTECH Americas, is resigning effective March 27 to take over as president and chief executive officer of Miami-based wireless company Brightstar.

Patel, 47, will become only the second chief executive in the 17-year history of Brightstar, a global wireless distribution company with operations in more than 100 countries. Marcelo Claure, who founded the company in 1997, joined Sprint last summer as president and CEO.

“Jaymin’s operational leadership, financial expertise and experience negotiating and closing highly complex, multi-year deals makes him the ideal person to lead Brightstar at the center of the wireless ecosystem,” Ronald Fisher, chairman of the board at Brightstar, said in a statement.

Patel said, “GTECH is a great company because of its people—their passion and commitment to putting the customer first. It has been a great privilege to serve as a member of GTECH’s leadership team, working toward a shared vision of helping lotteries and gaming customers around the world raise funds for good causes.”

In a statement, GTECH S.p.A. Chief Executive Officer Marco Sala said, “Jaymin Patel has shaped, defined, and embodied the core values of our company. His tireless work ethic and boundless intellectual curiosity, underscored by his integrity and humility, made him a natural leader for our Company and industry.”

GTECH Chairman Lorenzo Pellicioli said, “When Lottomatica acquired GTECH in 2006, it was obvious to us that Jaymin Patel would be a key element of our future success. As a member of the board of directors of the combined companies that ultimately became GTECH S.p.A., Jaymin’s knowledge of finance and operations, as well as his common-sense approach, helped to drive shareholder value. His service was, and will always be, deeply appreciated.”