Scientific Games (SGMS) Announces Sale of Lottery Business to Brookfield Business Partners (BBU) for $6.05 Billion

October 28, 2021 6:09 AM EDT

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Scientific Games Corporation (NASDAQ: SGMS) ("Scientific Games," "SGC" or the "Company") today announced that it has entered into a definitive agreement to sell its Lottery business to Brookfield Business Partners L.P. (NYSE: BBU) (TSX: BBU.UN) ("Brookfield Business Partners") together with its institutional partners (collectively "Brookfield") for total consideration of $6.05 billion consisting of $5.825 billion in cash and an earn-out of up to $225 million based on the achievement of certain EBITDA targets in 2022 and 2023. The transaction is expected to close in the second quarter of 2022, subject to applicable regulatory approvals and customary closing conditions.

Scientific Games' Lottery business ("Scientific Games Lottery" or "SG Lottery") is a leading, diversified global lottery partner with long-standing relationships with approximately 130 government and non-government lottery entities in over 50 countries. It provides an innovative suite of turn-key solutions covering the entire lottery ecosystem, including instant and terminal-generated lottery games, sports betting, lottery systems and retail technology and the fast-growing iLottery market. The Lottery business is the market leader in instant games with a broad array of products and services powering approximately 69% of instant product retail sales globally.

"This transaction is transformative in accelerating the delivery of our stated strategy to optimize our portfolio, aggressively de-lever our balance sheet and position us to invest in future growth. We conducted a thorough review of paths to divest the Lottery business and we are confident that this transaction maximizes value and certainty while minimizing complexity and execution risk, and positions both Scientific Games and SG Lottery for continued success along their unique growth trajectories," said Barry Cottle, President and Chief Executive Officer of Scientific Games. "The significant near-term proceeds from this transaction as well as our previously announced sale of Sports Betting will transform our balance sheet and provide the financial flexibility to invest organically and inorganically to accelerate our strategies. This marks a major milestone and puts us on a clear path to achieve our vision to become the leading cross-platform global game company and unlock our full value for shareholders."

"We are thrilled with this outcome and what it means for the future of Scientific Games Lottery and our customers," said Patrick McHugh, Chief Executive of Scientific Games Lottery. "I am confident that, with Brookfield's support, we will have the flexibility and agility to expand our deep product portfolio to meet our customers' evolving needs and maximize lottery beneficiary proceeds across the globe, enabling us to capture the significant opportunities we see ahead."

"The Scientific Games Lottery team has built a leading business, which has innovated its industry, at the convergence of games, technology and services, across retail and digital channels for its global customers," said David Nowak, Managing Partner, Brookfield Business Partners. "With our capabilities and global reach, we look forward to supporting management in the continued growth of the business."

Headquarters and OperationsSG Lottery will remain headquartered in metro-Atlanta with operations expected to continue around the world.

SG Lottery has entered into a Transitional Services Agreement with Scientific Games Corporation whereby Scientific Games Corporation will provide SG Lottery certain finance, information technology, regulatory compliance, legal, human resources and facilities at cost for an initial term of 12 months.

AdvisorsMacquarie Capital (USA) Inc. is serving as financial advisor and Cravath, Swaine & Moore LLP is serving as legal counsel to Scientific Games.



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