Item 1.01 Entry into a Material Definitive Agreement.
Issuance of Senior Secured Notes
On
The Senior Secured Notes and related guarantees were issued under an indenture,
dated as of the Closing Date (the "Indenture"), among the Issuer, as issuer, the
Company, as a guarantor, certain English and
The Company used proceeds from the offering of the Senior Secured Notes (i) to repay its existing £145.8 million senior secured term loan facility and €93.1 million senior secured term loan facility and accrued interest thereon (the "Existing Financing") and (ii) to pay fees, commissions and expenses incurred in connection with the refinancing. The Company intends to use the balance of the proceeds for general corporate purposes, including to close-out derivative contracts entered into in connection with the Existing Financing.
The Senior Secured Notes and related guarantees were offered only to "Qualified
Institutional Buyers" within the meaning of Rule 144A of the Securities Act of
1933, as amended (the "Securities Act"), and to non-
The following is a brief description of the Senior Secured Notes and the Indenture.
Interest and Maturity
The Senior Secured Notes bear interest at a rate of 7.875% per annum and mature
on
Ranking
The Senior Secured Notes and related guarantees are senior secured obligations of the Issuer and the Guarantors that (i) rank equally in right of payment to any of the Issuer's and the Guarantors' existing and future indebtedness(except as otherwise described in this paragraph); (ii) rank senior in right of payment with all of the Issuer's and the Guarantor's existing and future senior subordinated indebtedness; (iii) are effectively junior in right of payment to all of the Issuer's and the Guarantors' existing and future secured indebtedness that is secured by assets that do not secure the Senior Secured Notes and the guarantees thereof to the extent of the value of the assets securing such indebtedness; and (iv) are structurally subordinated in right of payment to all existing and future indebtedness and other liabilities of the Company's subsidiaries that do not guarantee the Senior Secured Notes (other than the Issuer).
Guarantees
The Senior Secured Notes are fully and unconditionally guaranteed on a senior secured first-priority basis by the Guarantors on a joint and several basis.
Security
The Senior Secured Notes and related guarantees are secured, subject to certain
permitted collateral liens, on a first-priority basis by substantially all
assets of the Guarantors and all claims of the Issuer under an intercompany loan
from the Issuer to
Covenants
The Indenture contains incurrence covenants that limit the ability of the
Company and the Company's restricted subsidiaries to, among other things, (i)
incur or guarantee additional debt and issue certain preferred stock of
restricted subsidiaries; (ii) create or incur certain liens; (iii) make
restricted payments, including dividends or distributions to the Company's
stockholders or repurchase the Company's stock; (iv) prepay or redeem
subordinated debt; (v) make certain investments, including participating joint
ventures; (vi) create encumbrances or restrictions on the payment of dividends
or other distributions by restricted subsidiaries; (vii) sell assets, or
consolidate or merge with or into other companies; (viii) sell or transfer all
or substantially all of the Company's assets or those of the Company's
subsidiaries on a consolidated basis; (ix) engage in certain transactions with
affiliates; and (x) create unrestricted subsidiaries. Certain of these covenants
will be suspended if and for so long as the Senior Secured Notes have investment
grade ratings from any two of
Events of Default
The Indenture provides for events of default (subject in certain cases to grace, . . .
Item 1.02 Termination of a Material Definitive Agreement.
In connection with the entry into the Revolving Credit Facility and the issuance
of the Senior Secured Notes, on
Certain Relationships
The information set forth under "Commitment Letter" and "Certain Relationships"
in Item 1.01 of the Current Report on Form 8-K filed by the Company with the
1 Note to INSE: Please confirm.
In the ordinary course of their respective businesses, certain of the agents and lenders, or their respective affiliates, under the Existing Financing, the Senior Secured Notes and the RCF have performed, and may in the future perform, commercial banking, investment banking, advisory or other financial services for Inspired and its subsidiaries for which they have received, and will receive, customary fees and expenses.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.
Item 8.01 Other Events.
On the Closing Date, the Company issued a press release announcing that the Issuer, a wholly owned subsidiary of the Company, completed the previously announced private offering of £235.0 million aggregate principal amount of its 7.875% senior secured notes due 2026 . A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 4.1 Indenture, dated as ofMay 20, 2021 , amongInspired Entertainment (Financing) PLC, as issuer,Inspired Entertainment, Inc. , as a guarantor, the subsidiaries ofInspired Entertainment, Inc. named therein, as additional guarantors,GLAS Trustees Limited , as trustee,GLAS Trust Corporation Limited as security agent andGLAS Trust Company LLC as paying agent, transfer agent and registrar 4.2 Form of 7.875% Senior Secured Notes due 2026 (included in Exhibit 4.1) 10.1 Super Senior Revolving Credit Facilities Agreement, dated as ofMay 20, 2021 , amongInspired Entertainment, Inc. ,Gaming Acquisition Limited ,Inspired Entertainment (Financing) PLC andInspired Gaming (UK) Limited as original borrowers, the subsidiaries ofInspired Entertainment, Inc. named therein as original guarantors,Global Loan Agency Services Limited as agent,GLAS Trust Corporation Limited as security agent and Barclays Bank plc andMacquarie Corporate Holdings Pty Limited (UK Branch) as arrangers and original lenders. 99.1 Press Release issued byInspired Entertainment, Inc. onMay 20, 2021
© Edgar Online, source