Institutional Investors’ Acquisition of 34.9% Stake in Scientific Games

Kirkland advised a number of long-term institutional investors, including Caledonia, on the transaction. Cravath represented Scientific Games and its Special Committee of the Board of Directors in connection with the transaction.

Scientific Games Corporation (NASDAQ: SGMS) (“Scientific Games” or the “Company”) announced that a number of long-term institutional investors, including highly credentialed gaming industry investor Caledonia, have reached agreement to acquire a 34.9% stake in Scientific Games from MacAndrews & Forbes Incorporated (“MacAndrews & Forbes”) at a price of $28.00 per share. In connection with the transaction, Scientific Games is implementing a series of governance changes and enhancements, including refreshment of its Board of Directors and termination of the Stockholders Agreement with MacAndrews & Forbes, to reflect its new investor base and continue to position the Company for growth and value creation.

Founded in 1992, Caledonia is a global investment management firm and has a concentrated, high conviction and long-term investment approach. Caledonia has significant and deep experience in the global gaming sector, including a US$2.5 billion shareholding in Flutter Entertainment currently.

Scientific Games Corporation is a world leader in entertainment offering dynamic games, systems and services for casino, lottery, social gaming, online gaming and sports betting. Scientific Games offers the gaming industry’s broadest and most integrated portfolio of game content, advanced systems, cutting-edge platforms and professional services.

The Kirkland team was led by transactional partner Michael Brueck (Picture), capital markets partner Tim Cruickshank, debt finance partner David Nemecek, derivatives partner Jaime Madell, and transactional associate Peter Fritz.

The Cravath team was led by partners Robert I. Townsend III and Jenny Hochenberg, and included associates William D. Podurgiel, Arash Ardalan and Katherine R. Booth on M&A matters; partner J. Leonard Teti II and associate Peter W. Rogers on tax matters; partner Nicholas A. Dorsey and associate Aashim Usgaonkar on financing matters; and partner Eric W. Hilfers and associate Matthew J. Bobby on executive compensation and benefits matters.

Involved fees earner: Arash Ardalan – Cravath Swaine & Moore; Matthew Bobby – Cravath Swaine & Moore; Katherine Booth – Cravath Swaine & Moore; Nicholas Dorsey – Cravath Swaine & Moore; Eric Hilfers – Cravath Swaine & Moore; Jenny Hochenberg – Cravath Swaine & Moore; William Podurgiel – Cravath Swaine & Moore; Peter Rogers – Cravath Swaine & Moore; J. Leonard Teti II – Cravath Swaine & Moore; Robert Townsend III – Cravath Swaine & Moore; Aashim Usgaonkar – Cravath Swaine & Moore; Michael Brueck – Kirkland & Ellis; Tim Cruickshank – Kirkland & Ellis; Peter Fritz – Kirkland & Ellis; Jaime Madell – Kirkland & Ellis; David Nemecek – Kirkland & Ellis;

Law Firms: Cravath Swaine & Moore; Kirkland & Ellis;

Clients: Caledonia Investments plc ; Scientific Games Corporation; Scientific Games Corporation – Board of Directors;

Author: Ambrogio Visconti