8-K
Light & Wonder, Inc. (LAWIL)
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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): October 6, 2022
Light & Wonder, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 81-0422894 |
|---|---|
| (State or other jurisdiction of incorporation) | (IRS Employer |
| Identification No.) |
001-11693
(Commission File Number)
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $.001 par value | LNW | The NASDAQ Stock Market |
| Preferred Stock Purchase Rights | The NASDAQ Stock Market |
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.
On October 6, 2022, Light & Wonder, Inc. (formerly known as Scientific Games Corporation), a Nevada corporation (the “Company”), issued a press release announcing the acquisition of substantially all of the assets of House Advantage, LLC, a leading loyalty and marketing software and technology provider, in a cash transaction. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | ||
|---|---|---|---|
| 99.1 | Press Release of the<br> Company, dated October 6, 2022. | ||
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are 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.
| LIGHT & WONDER, INC. | |||
|---|---|---|---|
| Date: October 6, 2022 | By: | /s/ Constance P. James | |
| Name: | Constance P. James | ||
| Title: | Executive Vice President, Chief Financial Officer,<br><br> <br>Treasurer and Corporate Secretary |
Exhibit 99.1
LIGHT & WONDER ADVANCES ITS CROSS-PLATFORM VISION WITH THE
ACQUISITION OF HOUSE ADVANTAGE ASSETS
Acquisition Enhances Light & Wonder’s Market Leading Systems Business with Differentiated
Omnichannel Player Loyalty Solutions
House Advantage Founder and CEO Jon Wolfe to Serve as SVP and President, Global
Systems and Services at Light & Wonder
LAS VEGAS – October 6, 2022 – Light & Wonder, Inc. (NASDAQ: LNW) (“Light & Wonder,” “L&W” or the “Company”), today announced that it has acquired substantially all of the assets of House Advantage, LLC (“HA” or “House Advantage”), a leading loyalty and marketing software and technology provider, in a cash transaction.
Founded in 2004 and based in Las Vegas and India, House Advantage develops loyalty solutions for the gaming and hospitality industries. House Advantage’s core platform, “HALo”, provides a comprehensive omnichannel loyalty and marketing solution by integrating and collecting data from multiple systems across land-based and digital channels. HALo’s unified technology layer offers an open framework for customers to seamlessly integrate House Advantage solutions into their casino management systems (CMS) to deliver highly tailored marketing programs and incentives.
“Loyalty is no longer just about a player’s card; it’s about the player journey across all touchpoints. By welcoming the HA team to L&W, we are strengthening our position and accelerating the transformation and growth of our systems business to drive greater value for our customers,” said Matt Wilson, interim Chief Executive Officer of L&W. “The addition of HA’s industry leading software and technology solutions allows us to capitalize on the growing convergence of digital and land-based gaming. With HALo, we gain a powerful omnichannel player loyalty solution that complements our current product family and enables us to deliver a truly differentiated offering. Further, HA adds stable, high-margin recurring revenue streams with significant growth potential to bolster cash flows for the benefit of all stakeholders.”
In connection with this transaction, Light & Wonder has named House Advantage Founder and CEO Jon Wolfe as SVP and President, Global Systems and Services and approximately 20 other employees of HA will become employees of Light & Wonder. Mr. Wolfe is an industry pioneer with more than 25 years of experience building leading business intelligence and customer information systems in the gaming and hospitality sector. He has a proven track record of driving significant growth and profitability by capitalizing on industry tailwinds and building strong relationships with the largest operators in the gaming and hospitality industry.
Mr. Wilson continued, “With House Advantage, we are also adding an extremely talented team to our incredible team of Creators around the world, including their visionary leader, Jon Wolfe. I am confident that Jon’s experience and expertise will help us advance our systems strategy and unleash the enormous potential of our systems team.”
“By joining Light & Wonder, we will be able to expand the reach of our solutions and gain resources to accelerate the development of cutting-edge technology to help customers optimize player management,” said Jon Wolfe. “Convergence of disparate platforms and unification of data across these platforms into a contiguous customer experience is our hallmark and we’re excited that Light & Wonder shares our player-centric mindset and our vision for creating a converged, cross-platform future.”
About Light & Wonder, Inc.
Light & Wonder, Inc. \(formerly known as Scientific Games Corporation\), is the global leader in cross-platform games and entertainment. Light & Wonder brings together approximately 6,000 employees from six continents to connect content
between land-based and digital channels with unmatched technology and distribution. Guided by a culture that values daring teamwork and creativity, the Company builds new worlds of play, developing game experiences loved by players around the globe.
Its OpenGaming^™^ platform powers the largest digital-gaming network in the industry. The Company is committed to the highest standards of integrity, from promoting player responsibility to implementing sustainable practices. To learn more,
visit lnw.com.
Media Inquiries:
Media@lnw.com
Forward-Looking Statements
In this press release, Light & Wonder makes “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “will,” “may,” and
“should.” These statements are based upon management’s current expectations, assumptions and estimates and are not guarantees of timing, future results, or performance. Therefore, you should not rely on any of these forward-looking statements as
predictions of future events. Actual results may differ materially from those contemplated in these statements due to a variety of risks, uncertainties and other factors, including those factors described in Light & Wonder's filings with the
Securities and Exchange Commission \(the “SEC”\), including its current reports on Form 8-K, quarterly reports on Form 10-Q and its annual report on Form 10-K that was filed with the SEC on March 1, 2022 \(including under the headings “Forward-Looking
Statements” and “Risk Factors”\). Forward-looking statements speak only as of the date they are made and, except for Light & Wonder’s ongoing obligations under the U.S. federal securities laws, Light & Wonder undertakes no obligation to
publicly update any forward-looking statements whether as a result of new information, future events or otherwise.
Investor Inquiries
Jim Bombassei, Senior Vice President of Investor Relations
jbombassei@lnw.com
Media Inquiries
Nick Lamplough / Lucas Pers / T.J. O’Sullivan, Joele Frank, Wilkinson Brimmer Katcher
+1 212 355 4449