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A major US gambling industry deal was revealed Friday when Scientific Games Corporation announced that it has entered into a definitive merger agreement whereby it has agreed to acquire all of the outstanding Bally Technologies common stock for $83.30 in cash per share, representing a 38 percent premium to Bally's closing stock price on July 31, 2014.
The aggregate transaction value is approximately $5.1 billion, including the refinancing of approximately $1.8 billion of existing Bally net debt. The transaction has been unanimously approved by the boards of directors of the two companies.
"The acquisition of Bally provides us with a unique opportunity to combine two exceptional companies with long track records of creating leading-edge games and gaming technology products for players and delivering innovative solutions to our customers," said Gavin Isaacs, Scientific Games' president and CEO.
"With leading gaming, lottery, and interactive content, world-class systems capabilities and table game offerings, we believe that the combined company will be uniquely positioned as a strategic partner for gaming and lottery operators, offering a highly diversified suite of value-enhancing products and services across multiple worldwide distribution channels and platforms.
"Having worked side-by-side with the talented teams at Bally and more recently Scientific Games, I am confident this combination brings together best-of-breed cultures and is occurring at a truly opportune time as both companies are committed to bringing the highest value products and services to customers," Isaacs continued.
"The combined company will feature world-class research and development capabilities, an expanded base of recurring revenues and greater worldwide penetration in key geographies, including the AustralAsia region.
"In addition to the strategic value of the transaction to our customers, we expect to create significant shareholder value as the transaction is expected to deliver immediate earnings and cash flow accretion and will allow us to meaningfully reduce our leverage over the next three to four years.
"Reflecting both organizations' recent post-merger integration successes, we have identified and expect to realize $220 million in annual cost synergies and $25 million of annual capital expenditure savings by the end of the second year following the closing of the transaction."
Richard Haddrill, Bally's chief executive officer, said: "The combination with Scientific Games will benefit our customers and shareholders.
"Increased scale, geographic diversity and product development capabilities will create a new runway of growth opportunities through new products and a comprehensive portfolio of customer-focused solutions. This transaction delivers immediate value to our shareholders, and the highest share price in our history. We look forward to working with our new colleagues at Scientific Games to execute a detailed integration plan to realize customer satisfaction and additional value."
Among other advantages, the transaction would expand the range of Scientific Games' social and real-money iGaming and iLottery products and services. This expanded portfolio is expected to position Scientific Games to better cross-utilise content and technology across the lottery, gaming and interactive sectors to propel future growth.
The combined company is expected to have world-class global sourcing, production, engineering and product development capabilities, as well as a large installed global base of diverse recurring revenue products and services.
Scientific Games and Bally generated combined revenue of approximately $3 billion in the 12-month period ended March 31, 2014.
Scientific Games expects to achieve the anticipated $220 million of cost synergies and $25 million of capital expenditure savings by consolidating operations and generating efficiencies in the areas of manufacturing, engineering, field and customer service and administrative operations.
The company anticipates incurring $75 million of costs to achieve the cost synergies and $40 million in capital costs to complete the integration of the companies. In addition, the combined company is expected to benefit from accelerated use of various tax attributes against U.S.-based pre-tax income.
A Scientific Games press statement said the acquisition would be financed with debt and cash on hand, and notes that the company has obtained committed debt financing for the transaction, which is not subject to a financing contingency.
The acquisition is subject to customary closing conditions, including receipt of Bally shareholder approval and antitrust and gaming regulatory approvals, and is currently expected to be completed in early 2015.
Upon closing of the transaction, Isaacs will continue as president and CEO of Scientific Games, and it is anticipated that Haddrill and David Robbins, chairman of the Bally board, will join the board of directors of Scientific Games, with Haddrill anticipated to serve as Vice Chairman.


One of Auburn or No. NFL Odds 6 LSU will be dealt its first loss of the season Saturday night as the two Tigers of the SEC come to battle in Baton Rouge.

After going a dreadful 0-8 SU and 2-6 ATS in the SEC last year, Auburn is looking to reverse its fortunes with new head coach Gus Malzahn, who has led them to a 3-0 SU start, though they have yet to hit the road or be an underdog yet. The blue and orange-clad Tigers are 1-2 ATS in those three games and are coming off an ATS loss to Mississippi State in which they failed to cover a 6.5-point spread in a 24-20 victory. The purple and gold Tigers are 3-0 SU to start the year as well but 2-1 ATS, failing to cover only in their last game, a 32-point win against Kent State in which the spread was 35.5 points. When these two teams met last year in Auburn, LSU won 12-10, but didnt come close to covering the lofty 18-point spread. And Auburn should feel good about going in and covering against a Les Miles-led team as the veteran head coach is just 9-22 ATS at home against SEC opponents since taking over the reins at LSU. Auburn meanwhile is actually a respectable 18-15 ATS over the past four years against SEC opponents, especially remarkable given last years 2-6 figure.

Auburns offense has looked strong to start the year, putting up 459 yards against Mississippi State last week. QB Nick Marshall has looked better each game throughout the season and is now 43-for-70 for 585 yards and 4 TD and 2 INT through two games. He also has 102 rushing yards. Marshall has also proven he can score from anywhere on the field, hitting WR Sammie Coats (seven receptions for 167 yards) with a 68-yard touchdown and WR Quan Bray (six receptions for 108 yards) with a 76-yard touchdown already this year. On the ground, RB Corey Grant leads the team with 230 yards to go along with two touchdowns, though the two other backs have both received more carries than him. RB Tre Mason has also broken the 200-yard plateau with 39 carries for 206 yards and two touchdowns while Cameron Artis-Payne (35 carries for 166 yards, 1 TD) has also had his moments. This three-headed duo will be critical in helping Auburn manage the clock against a dynamic LSU offense that has scored at least 37 points in each of its three games this season.

LSUs offensive juggernaut is led in the air by 6-foot-5 senior QB Zach Mettenberger, who has completed 45-of-69 passes for 797 yards and nine touchdowns already this season. More impressively perhaps, he has yet to throw an interception and has been sacked only twice. All nine of his touchdown passes have been to two people: WR Odell Beckham (15 receptions for 330 yards and 4 TD) and WR Jarvis Landry (17 receptions for 246 yards and 5 TD). This is not a one-dimensional offense, however. RB Terrence Magee is averaging 8.1 yards per carry with three touchdowns and 210 yards early on this season, having already ripped off a 52-yard run. RB Jeremy Hill has pulled off his own 58-yard touchdown run while he has picked up 17 carries for 167 yards and three scores. And that makes no mention of RB Alfred Blue, who leads the team in carries with 32, and has 153 yards, which at 4.8 yards per carry is still nothing to sneeze at.