Shearman & Sterling LLP
Issue link: https://digital.shearman.com/i/1494420
Intralot – Key Mechanics (cont.) 21 • Intralot executed J. Crew-style dropdown transaction, raising priming debt at an unrestricted subsidiary by exchanging some of its 2024 Notes into a ~35% equity stake in Intralot's valuable U.S. subsidiary and entering a JV agreement with the new shareholders. • Disposition of shares in Intralot U.S. (without exceeding Permitted Investments capacity) was crucial to lowering the value of Intralot's remaining interest in the entity to fit in Intralot's available baskets for Permitted Investments to then facilitate the Unrestricted Subsidiary designation. • ~35% disposition did not need to comply with requirements of the Asset Sale covenant, as Intralot relied on carveout excluding "a disposition that is made in connection with the establishment of a joint venture which is a Permitted Investment." Liability Management and Refinancing Solutions in Europe