Light & Wonder’s $2.13B Refinancing Raises Questions on Debt Strategy Amid Nasdaq Delisting

Background and Context

Light & Wonder, Inc., a Nevada-based gaming technology company, has taken a significant step in reshaping its debt profile by entering into Amendment No. 4 to its existing Credit Agreement originally dated April 14, 2022. This amendment, effective January 22, 2026, introduces a new tranche of term loans; the Term B-3 Loans; amounting to approximately $2.13 billion, which will mature in April 2029.

The new tranche replaces the previously outstanding Term B-2 Loans, continuing a pattern of refinancing that the company has pursued over recent years to optimise its capital structure. The amendment also reduces the applicable interest margins, lowering the cost of borrowing for the company.

Key Features of the Amendment

The Amendment No. 4 creates a new tranche of term loans under the Credit Agreement, designated as Term B-3 Loans, with a principal amount of $2,134,562,718.75. These loans bear interest at a term benchmark rate; including SOFR, EURIBOR, and BBSY; with the applicable margin reduced to 2.00% per annum. For loans bearing interest at the Alternate Base Rate (ABR), the margin is reduced to 1.00% per annum.

These changes reflect a strategic effort to reduce financing costs while extending the maturity profile of the company's debt. The Term B-3 Loans will amortise in equal quarterly installments, with the remaining balance due at maturity in 2029.

Refinancing and Credit Facility Updates

Alongside the creation of the new tranche, the amendment includes a comprehensive reaffirmation of the guarantees and collateral securing the obligations under the Credit Agreement. Light & Wonder International, Inc., the wholly owned subsidiary and borrower under the facility, along with the parent company and other guarantors, have reaffirmed their commitments under the Guarantee and Collateral Agreement.

The amendment also outlines detailed conditions precedent for the effectiveness of the new tranche, including legal opinions, solvency certificates, and compliance with regulatory requirements such as the USA Patriot Act and beneficial ownership certifications.

Nasdaq Delisting and Market Implications

Notably, this refinancing occurs in the context of Light & Wonder’s voluntary delisting from the Nasdaq Stock Market, which took effect on November 13, 2025, with deregistration expected 90 days after the filing of Form 25. While the filing does not elaborate on the strategic rationale behind the delisting, the refinancing and amendment to the credit facility may be part of broader financial restructuring efforts to align the company’s capital structure with its evolving market status.

Investors and analysts should monitor how the reduced interest margins and extended debt maturity impact Light & Wonder’s credit metrics and liquidity profile, especially as the company transitions away from public equity markets.

Legal and Compliance Considerations

The amendment is governed by New York law and includes standard provisions for electronic execution and counterpart delivery, reflecting modern documentation practices. The filing also highlights the company’s ongoing compliance with gaming laws and regulatory approvals, which remain critical given the nature of its business and the jurisdictions in which it operates.

Legal counsel involved in the transaction includes Latham & Watkins LLP and Brownstein Hyatt Farber Schreck LLP, providing specialized advice on New York and Nevada law respectively.