IGT reports offering

14 December 2006

RENO, Nevada – (PRESS RELEASE) -- International Game Technology (NYSE: IGT) today announced its intention to offer, subject to market and other conditions, $825 million principal amount of its Convertible Debentures due 2036 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). IGT expects to grant the initial purchasers a 13-day option to purchase up to $75 million principal amount of additional Debentures solely to cover over-allotments.

The Debentures will bear cash interest, to be payable semiannually. Upon the occurrence of certain specified circumstances, the Debentures will be convertible at the option of the holders into cash up to the principal amount thereof, and, if applicable, shares of IGT common stock. The Debentures will not be redeemable at the option of IGT before December 20, 2009. The holders will have the option to require IGT to repurchase the Debentures at 100% of their principal, plus any accrued interest, on December 15 in each of 2009, 2011, 2016, 2021, 2026 and 2031, and upon the occurrence of certain events constituting a fundamental change.

IGT expects to use approximately $612 million of the proceeds from the offering and cash on hand to redeem, or pay cash upon conversion of, its existing outstanding zero coupon (1.75% accretion rate) convertible debentures and approximately $225 million of the proceeds and cash on hand to repurchase its common stock concurrently with the Debenture offering. To the extent the over-allotment option is exercised, IGT expects to use the net proceeds for general corporate purposes, which may include repayment of other indebtedness or additional repurchases from time to time of its common stock.

This notice does not constitute an offer to sell, or the solicitation of an offer to buy, securities. Any offers of the securities will be made only by means of a private offering circular. The Debentures and the shares of common stock of IGT issuable upon conversion of the Debentures have not been registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.


Related Links
IGT - International Game Technology
International Game Technology

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