UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the 

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 22, 2023

Light & Wonder, Inc. 

(Exact name of registrant as specified in its charter)

6601 Bermuda Road, Las Vegas, NV 89119  

(Address of registrant's principal executive office)

(702) 897-7150

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Exchange Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

¨ Emerging growth company

¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 8.01. Other Events.

As previously disclosed in the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on October 23, 2023, at 12:01 a.m. Eastern Time on October 23, 2023, Bern Merger Sub, Inc. a Nevada corporation and a wholly owned subsidiary of Light & Wonder, Inc., a Nevada corporation (“Light & Wonder”), merged with and into SciPlay Corporation (the “Merger”), a Nevada corporation (“SciPlay”), with SciPlay continuing as the surviving corporation in the Merger as a wholly owned subsidiary of Light & Wonder.

Following the consummation of the Merger, Light & Wonder has designated (the “Designations”) SciPlay and certain foreign and domestic subsidiaries of SciPlay as “Restricted Subsidiaries” and, on December 22, 2023, SciPlay and SciPlay Games, LLC, a Nevada limited liability company (“SciPlay Games”), have been joined as guarantors (the “Joinders”) under its credit agreement, dated as of April 14, 2022, among Light & Wonder International, Inc., as the borrower, Light & Wonder, as a guarantor, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Swingline Lender, and under each of Light & Wonder’s indentures governing the 7.000% unsecured notes due 2028, the 7.250% unsecured notes due 2029, and the 7.500% unsecured notes due 2031. As a result of such Designations and Joinders, SciPlay and SciPlay Games and their foreign or domestic subsidiaries are obligated to comply with many of the covenants set forth in those agreements, and the assets, liabilities and financial results of those subsidiaries are included in the calculation of the applicable financial metrics required by those agreements.

In connection with the joinders, on December 22, 2023, Light & Wonder International, Inc. entered into supplemental indentures (the “Supplemental Indentures”) to the indentures governing the 7.000% unsecured notes due 2028, the 7.250% unsecured notes due 2029, and the 7.500% unsecured notes due 2031. The foregoing description of the Supplemental Indentures is qualified in its entirety by reference to the full text of the Supplemental Indentures filed as Exhibits 4.1, 4.2 and 4.3 hereto and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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.