8K/A Bally

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report: February 2, 2015

(Date of earliest event reported: November 21, 2014)

SCIENTIFIC GAMES CORPORATION

(Exact name of registrant as specified in its charter)

0-13063

(Commission File Number)



Delaware		81-0422894
(State or other jurisdiction		(IRS Employer
of incorporation)		Identification No.)

6650 S. El Camino Road

Las Vegas, Nevada 89118

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (702) 897-7150

750 Lexington Avenue, 25th Floor, New York, New York 10022

(Former name or former address, if changed since last report)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01. Completion of Acquisition or Disposition of Assets.

This Current Report on Form 8-K/A (the “Form 8-K/A”) amends and supplements the Current Report on Form 8-K of Scientific Games Corporation (the “Company”) filed with the Securities and Exchange Commission ("SEC") on November 26, 2014 (the “Original Form 8-K”) disclosing, among other things, the Company's acquisition of Bally Technologies, Inc. (“Bally”) on November 21, 2014. This Form 8-K/A includes the historical financial information of Bally and the pro forma financial information required by Item 9.01 of Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The audited consolidated balance sheets of Bally as of June 30, 2014 and 2013, and the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended June 30, 2014, including the notes thereto, Schedule II, and the related report of Deloitte & Touche LLP, independent registered public accounting firm, which were included in Bally’s Annual Report on Form 10-K filed with the SEC on August 29, 2014, are incorporated herein by reference as Exhibit 99.1 to this Form 8-K/A.

The unaudited condensed consolidated balance sheet of Bally as of September 30, 2014, and the related condensed consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows for the three months ended September 30, 2014 and 2013, including the notes thereto, which were included in Bally’s Quarterly Report on Form 10-Q filed with the SEC on October 31, 2014, are incorporated herein by reference as Exhibit 99.2 to this Form 8-K/A.

(b) Pro forma financial information.

The unaudited pro forma combined statements of operations for the nine months ended September 30, 2014 and for the year ended December 31, 2013, the unaudited pro forma combined balance sheet as of September 30, 2014, and the accompanying notes, are attached as Exhibit 99.3 to this Form 8-K/A.

(d) Exhibits.



Exhibit Number			Description of Exhibit
23.1			Consent of Deloitte & Touche LLP.

99.1			Audited consolidated balance sheets of Bally as of June 30, 2014 and 2013, and the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended June 30, 2014, including the notes thereto and Schedule II (incorporated herein by reference to Bally’s Annual Report on Form 10-K for the year ended June 30, 2014, filed with the SEC on August 29, 2014).

99.2			Unaudited condensed consolidated balance sheet of Bally as of September 30, 2014, and the related condensed consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows for the three months ended September 30, 2014 and 2013, including the notes thereto (incorporated herein by reference to Bally's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the SEC on October 31, 2014).

99.3			Unaudited pro forma combined statements of operations for the nine months ended September 30, 2014 and for the year ended December 31, 2013, the unaudited pro forma combined balance sheet as of September 30, 2014, and the accompanying notes.

Forward-Looking Statements

This Form 8-K/A contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, particularly with respect to the Company’s acquisition of Bally. Forward-looking statements describe future expectations, plans, results or strategies and can often be identified by the use of terminology such as “may,” “will,” “estimate,” “project,” “assume,” “intend,” “continue,” “believe,” “expect,” “anticipate,” “should,” “could,” “potential,” “opportunity,” or similar terminology. These statements are based upon management’s current expectations, assumptions and estimates, including the estimates and assumptions related to the preparation of the pro forma financial information contained herein (including the preliminary purchase price allocation based on the estimated fair values of the assets acquired and liabilities assumed of Bally as of the date of acquisition), and are not guarantees of timing, future results or performance. Actual results may differ materially from those contemplated in the forward-looking statements due to a variety of risks and

uncertainties and other factors, including adjustments to the fair values of the assets and liabilities of Bally once the related valuations have been finalized.

Additional information regarding risks and uncertainties and other factors that could cause actual results to differ materially from those contemplated in forward-looking statements is included from time to time in the Company’s filings with the SEC, including the Company’s most recent Quarterly Report on Form 10-Q filed with the SEC on October 31, 2014 (including under the headings “Forward Looking Statements” and “Risk Factors”) and other reports filed with the SEC. Forward-looking statements speak only as of the date they are made and, except for the Company's ongoing obligations under the U.S. federal securities laws, the Company undertakes no obligation to publicly update any forward-looking statements whether as a result of new information, future events or otherwise.

SIGNATURE

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.



	Scientific Games Corporation

Date: February 2, 2015
	By:	/s/ Scott D. Schweinfurth
	Name:	Scott D. Schweinfurth
	Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX



Exhibit Number			Description of Exhibit
23.1			Consent of Deloitte & Touche LLP.

99.1			Audited consolidated balance sheets of Bally as of June 30, 2014 and 2013, and the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended June 30, 2014, including the notes thereto and Schedule II (incorporated herein by reference to Bally’s Annual Report on Form 10-K for the year ended June 30, 2014, filed with the SEC on August 29, 2014).

99.2			Unaudited condensed consolidated balance sheet of Bally as of September 30, 2014, and the related condensed consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows for the three months ended September 30, 2014 and 2013, including the notes thereto (incorporated herein by reference to Bally's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the SEC on October 31, 2014).

99.3			Unaudited pro forma combined statements of operations for the nine months ended September 30, 2014 and for the year ended December 31, 2013, the unaudited pro forma combined balance sheet as of September 30, 2014, and the accompanying notes.