Scientific Games Providing Golden Parachutes for Executives in Event Company Is Acquired

Posted on: August 26, 2020, 01:19h. 

Last updated on: August 27, 2020, 01:39h.

Todd Shriber @etfgodfather Read More
Expertise: Financial, Gaming Business, Mergers and Acquisitions.

Scientific Games (NASDAQ:SGMS) is providing opulent financial protection for top-ranking executives — including CEO and President Barry Cottle — in the event there’s a change in control at the gaming company in which C-suite members depart the firm.

Scientific Games Golden Parachutes
Scientific Games execs want financial protection if Ron Perelman, seen here, sells his stake and a change in control occurs. (Image: Vanity Fair)

The Las Vegas-based company details a “change in control” (CIC) protection protocol pertaining to Cottle, CFO Michael Eklund, group CEO Patrick McHugh, and several other senior vice presidents, in an Aug. 25 filing with the Securities and Exchange Commission (SEC).

The CIC Plan provides that in the event an executive’s employment is terminated by the company within 18 months following a change in control without cause or by the executive for good reason, the executive would be entitled to cash severance payments equal to the sum of his base salary and severance bonus amount,” according to the filing.

In the cases of CEO Cottle and Matthew Wilson, a senior vice president and group chief executive, the sums would be multiplied by two if either departs Scientific Games because of a change in control.

Stoking Speculation

The filing detailing the CIC plan emerges barely more than a month after rumors circulated billionaire financier Ron Perelman is considering liquidating his 39 percent in the provider of gaming technology and lottery services.

Scientific Games’ SEC document defines the change in control as a third party that isn’t MacAndrews & Forbes — Perelman’s investment vehicle — acquiring more than 30 percent of the company’s shares outstanding. Perelman, worth an estimated $6.3 billion and formerly married to actress Ellen Barkin, boosted his stake in the gaming device maker to 39 percent last September.

The investor stuck by the stock through a rough period. As is the case with so many gaming equities, Scientific Games stock was punished in March, as the industry shut down because of the COVID-19 pandemic. The name flirted with $32 in late February before tumbling below $4 the following month. The shares subsequently rebounded 452 percent off the lows seen in the third month of the year.

Striking Rich

In the 8-K filing, Scientific Games doesn’t mention receiving a takeover offer, unsolicited or otherwise. Nor does it confirm that Perelman is proceeding with paring his stake. Likewise, there hasn’t recently been scuttlebutt on Wall Street about the firm being an acquisition target.

Put simply, the SEC document does no more than confirm a handful of executives will be lavishly compensated if they are separated from the company owing to a change in control.

If Perelman does sell his shares, freeing up a big chunk of the company’s float in the process, it’s possible potential buyers could at least kick the tires on Scientific games. The company has cash on hand, is slashing costs owing to the pandemic, and carries no debt – a rarity in the gaming business.

Plus, it still controls SciPlay Corp (NASDAQ:SCPL), the maker of mobile and online casino games that was spun out from the parent firm last year. As of Wednesday’s close, that stake is worth $1.4 billion, indicating market participants aren’t fully factoring it into Scientific Games’ $1.9 billion market capitalization.