UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 7.01. | Regulation FD Disclosure. |
On March 2, 2021, Playtika Holding Corp. (the “Company”) issued a press release announcing the commencement of a proposed offering of $600,000,000 aggregate principal amount of its senior notes due 2029 (the “Notes”). A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Notes and the related guarantees have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. The Company does not intend to register the Notes and the related guarantees for an exchange offer under the Securities Act. Unless they are registered, the Notes and the related guarantees may be offered only in transactions that are exempt from registration under the Securities Act and applicable state securities laws. The Notes and the related guarantees will be offered and sold only to persons reasonably believed to be “qualified institutional buyers” in accordance with Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed to be incorporated by reference in any filing made by the Company under the Securities Act or the Exchange Act, except as otherwise expressly set forth by specific reference in such filing.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K, including Exhibit 99.1 hereto, contain “forward-looking statements” within the meaning of federal securities laws. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond the Company’s control. Forward-looking statements are not a guarantee of future events, and actual events may differ materially from those made in or suggested by such statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “plan,” “seek,” “comfortable with,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe” or “continue.” A detailed discussion of the risks and uncertainties that could cause the Company’s actual results to differ materially from these forward-looking statements is included in the documents that the Company files with the Securities and Exchange Commission on Forms 10-K, 10-Q and 8-K. These forward-looking statements speak only as of the date of this Current Report on Form 8-K, and the Company does not undertake any obligation to revise or update such statements, whether as a result of new information, future events or otherwise.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Playtika Holding Corp. Press Release, dated March 2, 2021. | |
| 104 | Cover page interactive data file (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.
| PLAYTIKA HOLDING CORP. | ||||||
| Date: March 2, 2021 | By: | /s/ Craig Abrahams | ||||
| Craig Abrahams | ||||||
| President and Chief Financial Officer | ||||||
Exhibit 99.1
Playtika Announces Proposed Offering of $600 Million of Senior Notes Due 2029
March 2, 2021
Playtika Holding Corp. (“Playtika”) today announced that it intends to offer, subject to market conditions and other factors, $600 million aggregate principal amount of its senior notes due 2029.
Playtika intends to use the net proceeds from the offering of the notes, together with borrowings under a new senior secured term loan to be entered into substantially concurrently with this offering and cash on its balance sheet, to repay borrowings under its existing senior secured term loan and to pay fees and expenses in connection with the transactions. The notes will be fully and unconditionally guaranteed by certain of Playtika’s existing and future subsidiaries that also guarantee Playtika’s senior credit facilities.
The notes and the related guarantees have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. Playtika does not intend to register the notes and the related guarantees for an exchange offer under the Securities Act. Unless they are registered, the notes and the related guarantees may be offered only in transactions that are exempt from registration under the Securities Act and applicable state securities laws. The notes and the related guarantees will be offered and sold only to persons reasonably believed to be “qualified institutional buyers” in accordance with Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act.
About Playtika
Playtika Holding Corp. is a leading mobile gaming company and monetization platform with over 35 million monthly active users across a portfolio of games titles. Founded in 2010, Playtika was among the first to offer free-to-play social games on social networks and, shortly after, on mobile platforms. Headquartered in Herzliya, Israel, and guided by a mission to entertain the world through infinite ways to play, Playtika has over 3,700 employees in 19 offices worldwide including Tel-Aviv, London, Berlin, Vienna, Helsinki, Montreal, Chicago, Las Vegas, Santa Monica, Newport Beach, Sydney, Kiev, Bucharest, Minsk, Dnepr, and Vinnytsia.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the U.S. federal securities laws. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond Playtika’s control. Such forward-looking statements include, but are not limited to, statements regarding the completion and size of the offering, the entry into a new senior secured term loan facility and the anticipated use of proceeds from the offering. Actual results may differ from those set forth in this press release due to the risks and uncertainties inherent in Playtika’s business, including, without limitation: the risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the proposed offering, as well as the risk factors set forth in the section entitled “Risk Factors” in Playtika’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the U.S. Securities and Exchange Commission. The forward-looking statements in this press release are not a guarantee of future events, and actual events may differ materially from those made in or suggested by such statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “plan,” “seek,” “comfortable with,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe” or “continue.” Any forward-looking statements in this press release are made only as of the date of this press release, and Playtika does not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events or otherwise.
Contact
Investor Contact
Playtika
David Niederman
davidni@playtika.com
Press Contact
The OutCast Agency
Angela Allison
playtika@theoutcastagency.com