Former Aristocrat executives will replace MacAndrews & Forbes representatives on the Board




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cientific Games Corporation announced today that a number of long-term institutional investors, including highly credentialed gaming industry investor Caledonia, have reached an agreement to acquire a 34.9% stake in Scientific Games from MacAndrews & Forbes at a price of $28.00 per share. In connection with the transaction, SG 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.

Barry Cottle, President and CEO of Scientific Games, said: “Scientific Games is well-positioned for future success given our industry leading portfolio of products and technologies, loyal customer base and talented leadership team. We are pleased to have the support of our refreshed Board and new investor base as we continue to execute on our strategy to drive meaningful long-term growth and shareholder value creation.”

The Scientific Games Board will be reconstituted to include all existing directors, other than the MacAndrews & Forbes representatives, as well as three new directors. It will comprise a majority of independent directors with a diverse mix of gaming industry, financial, strategic and operational experience. Former Aristocrat Chief Executive Officer Jamie Odell, along with former Aristocrat Chief Financial Officer Toni Korsanos, will join the Scientific Games Board as Executive Chair and Executive Vice Chair, respectively. They will be joined on the Board by an additional independent non-executive director. Ronald Perelman, current Executive Chairman of the Scientific Games Board and MacAndrews & Forbes Chairman and CEO, as well as Barry Schwartz and Frances Townsend, the two other MacAndrews & Forbes representatives, will resign from the Board.

During Odell’s tenure as CEO of Aristocrat from 2009 to 2017, Aristocrat’s market capitalization increased from $1.3 billion to approximately $7.5 billion and achieved leading market share positions in digital, Class II and Class III gaming. Odell and Korsanos currently serve as senior advisors to the Scientific Games Board and work with Cottle to develop and support the company’s current growth strategies.

Odell commented: “I am excited to become the Executive Chair of Scientific Games and work alongside the Company’s world-class leadership team at such an important time for both the company and the broader gaming industry. The company possesses a market leading portfolio of products and a differentiated position in the emerging digital gaming and sports betting industries.”

“Scientific Games will have the support of a highly credentialed and experienced investor base, including Caledonia, as we implement transformative initiatives to optimize the asset portfolio and unlock the full potential of the Company’s best-in-class collection of products and technologies. We will be highly focused on rapidly de-leveraging the balance sheet and creating a flexible, agile company that is poised to capitalize on evolving industry and macroeconomic trends to deliver outsized returns to investors,” Odell added.

Cottle said: “Jamie is a true leader and visionary in gaming and has been a trusted advisor to the Company and the Scientific Games Board. I am thrilled to partner with Jamie and Toni to shape a bright future for Scientific Games. Their support is a testament to the faith they have in our business and team. I want to thank Ronald and MacAndrews & Forbes for their support since 2003 and Barry and Fran for their contributions as directors.”

“As gaming industry revenues continue to recover, we believe Scientific Games is poised to benefit from a renewed wave of growth given our position at the forefront of the rapidly expanding digital gaming and sports betting ecosystem and our vast portfolio of original content and licensed brands,” added Cottle. “We are committed to maintaining our position as the preferred partner to the leading casino and sports betting operators across the United States and around the world by delivering unparalleled customer service and continuing to innovate our leading technology and product portfolio.”

Upon completion of the transaction, the Stockholders Agreement with MacAndrews & Forbes will be terminated and all rights held by MacAndrews & Forbes, other than registration rights, will no longer be in effect. This includes any rights to appoint directors to the Scientific Games Board. Following the transaction, the company’s corporate governance provisions will be in line with typical publicly traded companies. No investor is expected to beneficially own more than 9.9% of the company’s shares as a result of the transaction.

The transaction between the investing parties and MacAndrews & Forbes is expected to be executed in multiple tranches after which no investor is expected to beneficially own more than 9.9% of the outstanding shares of Scientific Games. The first tranche sale is expected to be completed today and the transaction is expected to be fully completed over the next several weeks. The changes to the Scientific Games Board become effective upon the first tranche sale.





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