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On December 18, 2001, GTECH Holdings Corporation issued $175,000,000 aggregate principal amount of its 1¾ percent convertible debentures due December 15, 2021, to qualified institutional buyers. The debentures are convertible into common stock of GTECH Holdings Corporation at a conversion price of $13.75 per share upon the occurrence of certain events, including if the sale price of the common stock is greater than $16.50 per share (or 120% of the conversion price) for at least 20 trading days in the 30 consecutive trading day period ending on the trading day before the date a debenture is surrendered for conversion. This event occurred for this first time on April 30, 2003 and the debentures became convertible on May 1, 2003.
On August 29, 2006, following the completion of the acquisition of GTECH Holdings Corporation by Lottomatica S.p.A. for $35.00 per share, GTECH sent the registered holders of the debentures a notice of a change of control under Sections 10.1(b) and 10.6(a) of the Indenture governing the debentures. As outlined in that notice, the right to convert the debentures under Section 10.1(a)(1) of the Indenture, which is the provision for conversion based upon the sale price of the company's common stock, expired ten (10) trading days after the effective date of the merger. However, under Section 10.1(b)(1) of the Indenture, the right to convert the debentures continued until, and expired at, 5:00 p.m. New York City time on September 28, 2006 (the date that is thirty (30) days after August 29, 2006, the date of the notice of change of control).
As of 5:00 p.m. New York City time on September 28, 2006, 100 percent of GTECH Holdings Corporation's debentures were successfully converted.
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Convertible Debentures