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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 24, 2025
Light & Wonder, Inc.
(Exact name of registrant as specified in its charter)
| Nevada |
001-11693 |
81-0422894 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
6601
Bermuda Road, Las Vegas,
NV 89119
(Address of principal executive offices)
(702) 897-7150
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
Trading
symbol(s) |
Name
of each exchange on which registered |
| Common
Stock, $.001 par value |
LNW |
The
Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
¨
Emerging growth company
¨ If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive Agreement.
Indenture
On September 24, 2025, Light and Wonder International, Inc.
(“LNWI”), a wholly owned subsidiary of Light & Wonder, Inc. (the “Company”), issued $1 billion in
aggregate principal amount of senior unsecured notes due 2033 (the “Notes”) in a private offering to persons reasonably believed
to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”), and to non-U.S. persons under Regulation S under the Securities Act. The Notes were issued pursuant to an Indenture, dated
as of September 24, 2025 (the “Indenture”), among LNWI, as issuer, the Company, the other guarantors party thereto and
Deutsche Bank Trust Company Americas, as trustee.
The Notes bear interest at the rate of 6.250% per
annum, which accrues from September 24, 2025 and is payable semiannually in arrears on April 1 and October 1 of each year,
beginning on April 1, 2026.
LNWI may redeem some or all of the Notes at any
time prior to October 1, 2028 , at a redemption price equal to 100% of the principal amount of the Notes plus accrued and unpaid
interest, if any, to the date of redemption plus a “make whole” premium. LNWI may redeem some or all of the Notes at any time
on or after October 1, 2028, at the prices specified in the Indenture. In addition, at any time on or prior to October 1, 2028,
LNWI may redeem up to 40% of the initially outstanding aggregate principal amount of the Notes at a redemption price of 106.250% of the
principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption, with the net cash proceeds contributed
to the capital of the Company from one or more equity offerings of the Company.
Additionally, if a holder of the Notes is required
to be licensed, qualified or found suitable under any applicable gaming laws or regulations and that holder does not become so licensed
or qualified or is not found to be suitable, then LNWI will have the right to, subject to certain notice provisions set forth in the Indenture,
(i) require that holder dispose of all or a portion of those Notes or (ii) redeem the Notes of that holder at a redemption price
calculated as set forth in the Indenture. If the Company or LNWI experiences specific kinds of changes in control or the Company or any
of its restricted subsidiaries sells certain of its assets, then LNWI must offer to repurchase the Notes on the terms set forth in the
Indenture.
The Notes are senior obligations of LNWI, rank
equally with all of its existing and future senior debt, and rank senior to all of its existing and future debt that is expressly subordinated
to the Notes. The Notes are guaranteed on a senior unsecured basis by the Company and all of its wholly owned domestic restricted subsidiaries
(other than LNWI, and certain immaterial subsidiaries), subject to customary exceptions. The guarantees of the Notes are the guarantors’
senior obligations, rank equally with all of their existing and future senior debt, and rank senior to all of their existing and future
debt that is expressly subordinated to the guarantees of the Notes. The Notes are structurally subordinated to all of the liabilities
of the Company’s non-guarantor subsidiaries.
The Indenture contains certain covenants that,
among other things, limit the Company’s ability, and the ability of certain of its subsidiaries, to incur additional indebtedness,
pay dividends or make distributions or certain other restricted payments, purchase or redeem capital stock, make investments or extend
credit, engage in certain transactions with affiliates, consummate certain assets sales, effect a consolidation or merger, or sell, transfer,
lease or otherwise dispose of all or substantially all of its assets, or create certain liens and other encumbrances on its assets.
The Indenture contains events of default customary
for agreements of its type (with customary grace periods, as applicable) and provides that, upon the occurrence of an event of default
arising from certain events of bankruptcy or insolvency with respect to the Company or LNWI, all outstanding Notes will become due and
payable immediately without further action or notice. If any other type of event of default occurs and is continuing, then the trustee
or the holders of at least 30% in principal amount of the outstanding Notes may declare all of the Notes issued under the Indenture to
be due and payable immediately.
The net proceeds of the Notes offering will be
used to (i) repay all outstanding borrowings under LNWI’s revolving credit facility, (ii) redeem all $700.0 million of
LNWI’s outstanding aggregate principal amount of 7.000% senior unsecured notes due 2028, including related fees and expenses, and
(iii) with any remaining net proceeds for general corporate purposes, which may include repurchases of the Company’s equity.
The foregoing description of the Indenture does not purport to be complete
and is qualified in its entirety by the full text of the agreement, a copy of which is attached hereto as Exhibit 4.1, all of which
is incorporated herein by reference.
Item 7.01. Regulation FD disclosure.
On September 24, 2025, the Company issued
a press release announcing the closing of the issuance of the Notes. A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
The information contained under Item 7.01 in this
Current Report on Form 8-K (this “Report”), including Exhibit 99.1, is being furnished and, as a result, such information
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing
under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
This Report, including Exhibit 99.1, does
not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or
sale of any security in any jurisdiction in which such offering, solicitation or sale would be unlawful.
This Report, including Exhibit 99.1, contains
“forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements
are based upon management’s current expectations, assumptions and estimates and are not guarantees of timing, future results or
performance. These forward-looking statements involve certain risks, uncertainties and other factors that could cause actual results to
differ materially from those contemplated in forward-looking statements, as discussed further in the press release attached hereto as
Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| |
|
|
| 4.1 |
|
Indenture, dated as of September 24, 2025, among Light
and Wonder International, Inc., as issuer, Light & Wonder, Inc., the other guarantors party thereto and Deutsche Bank
Trust Company Americas, as trustee, relating to the 6.250% Senior Unsecured Notes due 2033. |
| 99.1 |
|
Press Release of the Company, dated September 24, 2025. |
| 104 |
|
Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 24, 2025 |
By: |
/s/ Oliver Chow |
| |
|
Name: |
Oliver Chow |
| |
|
Title: |
Executive Vice President, Chief Financial Officer and Treasurer |
