De Agostini SPA Amends IGT Stake Filing

TL;DR

DE AGOSTINI SPA updated their IGT filing - ownership changes incoming.

AI Summary

On July 26, 2024, DE AGOSTINI SPA filed an amendment (Amendment No. 8) to its Schedule 13D/A regarding International Game Technology PLC. The filing indicates a change in beneficial ownership, though specific details on the percentage change or new holdings are not provided in this excerpt. The filing was made under the Securities Exchange Act of 1934.

Why It Matters

This amendment signals a potential shift in the ownership structure of International Game Technology PLC, which could influence the company's strategic direction or market perception.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate significant changes in beneficial ownership, which can lead to increased volatility or strategic shifts for the company.

Key Players & Entities

• DE AGOSTINI SPA (company) — Filing party
• International Game Technology PLC (company) — Subject company
• Benjamin M. Roth (person) — Contact person for Wachtell, Lipton, Rosen & Katz
• Wachtell, Lipton, Rosen & Katz (company) — Legal counsel

FAQ

Key Financial Figures

• $0.10 — Issuer) Ordinary shares, nominal value $0.10 per share (Title of Class of Securitie
• $0.000001 — respect to one special voting share of $0.000001 (each a " Special Voting Share ") per o
• $4,050,000,000 — Spinco Units ") for a purchase price of $4,050,000,000, subject to adjustment in accordance wi
• $14.25 — be converted into the right to receive $14.25 in cash per share of Everi common stock
• $250 million — make a minority investment of at least $250 million and up to $325 million in an indirect p
• $325 million — ment of at least $250 million and up to $325 million in an indirect parent of Buyer that wil

Filing Documents

• ef20033173_sc13da.htm (SC 13D/A) — 50KB
• 0001140361-24-034474.txt ( ) — 52KB

From the Filing

SC 13D/A 1 ef20033173_sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 8)* International Game Technology PLC (Name of Issuer) Ordinary shares, nominal value $0.10 per share (Title of Class of Securities) G4863A 108 (CUSIP Number) Benjamin M. Roth Wachtell, Lipton, Rosen & Katz 51 West 52 nd Street New York, NY 10019 United States Telephone: 1-212-403-1000 Facsimile: 1-212-403-2000 Email: BMRoth@wlrk.com Maria Grazia Uglietti De Agostini S.p.A. 15, Via Giovanni da Verrazano 28100 Novara Italy Telephone: +39-0321-424-321 Facsimile: +39-39-0321-424305 Email: mariagrazia.uglietti@deagostini.it (Name, Address and Telephone Number of Person Authorized to Receive Notices of Communication) July 26, 2024 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d1(e), 240.13d1(f) or 240.13d1(g), check the following box. Note . Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the " Act ") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 NAMES OF REPORTING PERSONS De Agostini S.p.A. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION The Republic of Italy NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 85,422,324 (1) 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 85,422,324 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 85,422,324 (1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.3 % (1) 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO (1) Pursuant to a loyalty plan implemented by IGT PLC, from and after April 7, 2018, any shareholder who held (or may in the future hold) ordinary shares continuously for a three-year period became (or will become) entitled to participate in the loyalty plan and, upon election, became (or will become) entitled to direct the voting rights with respect to one special voting share of $0.000001 (each a " Special Voting Share ") per ordinary share held for such period. Each Special Voting Share carries 0.9995 votes. De Agostini elected, effective as of May 25, 2018, to exercise its rights to participate in the loyalty plan with respect to all of its owned ordinary shares. As of July 23, 2024, De Agostini has the right to direct the voting with respect to 85,422,324 Special Voting Shares. De Agostini has been advised that, as of such date, no other shareholders have elected to participate in the loyalty plan resulting in the right to direct the voting with respect to Special Voting Shares. As of July 23, 2024, there were 201,857,590 outstanding ordinary shares and 6,873,196 treasury shares, as of July 23, 2024 there are 85,422,324 Special Voting Shares with respect to which shareholders have the right to direct the voting. Therefore, De Agostini's effective voting interest, as of July 23, 2024, is approximately 59.46% of the total voting power. -2- This Amendment No. 8 (this " Amendment No. 8 ") to Schedule 13D amends and supplements the statement on Schedule 13D relating to the ordinary shares, nominal value $0.10 (the " ordinary shares "), of International Game Technology PLC (" IGT PLC " or the " Issuer ") filed by De Agostini S.p.A. (" De Agostini ") and DeA Partecipazioni S.p.A. (" DeA Partecipazioni " and, together with De Agostini, the " Reporting Entities ") on April 15, 2015 (the " Initial Schedule 13D "), as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6 and Amendment No. 7 (as so amended, the " Prior Schedule 13D ," and as amended by this Amendment No. 8, this " Schedule 13D "). Except as amended hereby, the Prior Schedule 13D remains in full force and effect and shall be read together with this Amendm

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View this SC 13D/A filing on SEC EDGAR