International Game Technology in $850 Million Convertible Notes Offering and Related Hedge and Warrant Transactions

Cleary Gottlieb represented the initial purchasers, led by Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and Wachovia Capital Markets, LLC, in a Rule 144A offering by International Game Technology (“IGT”) of $850 million aggregate principal amount of 3.25% convertible notes due 2014. Cleary Gottlieb also represented Goldman Sachs, Deutsche Bank AG, London Branch, BNP Paribas Securities Corp., The Royal Bank of Scotland plc and Bank of America N.A. as counterparties to IGT in convertible note hedges and warrants that have the effect of increasing the notes’ conversion price and reducing the potential dilution from conversion. The offering (including full exercise of the related over-allotment option), the hedge transactions and the warrant transactions each closed on May 11.

IGT, based in Reno, Nevada, is a global gaming company specializing in the design, manufacture, and marketing of electronic gaming equipment and network systems, as well as licensing and services. IGT intends to use the net proceeds of the notes offering and the proceeds of the warrant transactions to pay down outstanding revolving indebtedness under its senior credit facility and to pay the cost of the convertible note hedge transactions.