8-K: Apollo Funds Complete $6.3 Billion Acquisition of Everi Holdings and IGT Gaming & Digital Business, Forming New Global Gaming Leader

Sentiment:

Merger Completion 1 July 2025 9:01 AM

Apollo Funds have completed the acquisition of Everi Holdings Inc. and International Game Technology PLC's Gaming & Digital business, creating a new privately held global leader in gaming, digital, and financial technology solutions.

Summary

Everi Holdings Inc. and International Game Technology PLC's Gaming & Digital business were simultaneously acquired by Voyager Parent, LLC, a holding company owned by funds managed by Apollo affiliates, on July 1, 2025.
The all-cash transaction is valued at approximately $6.3 billion.
Everi stockholders received $14.25 per share in cash for their common stock.
International Game Technology PLC received $4.05 billion of gross cash proceeds from the transaction.
Everi repaid all outstanding indebtedness under its existing credit agreement, leading to the termination of the agreement and release of related liens and guarantees.
Everi initiated a full redemption of its 5.000% Senior Unsecured Notes due 2029 on July 1, 2025, with a redemption date of July 15, 2025, at a price of 101.250% of the principal amount plus accrued and unpaid interest, and sufficient funds were irrevocably deposited with the trustee.
All outstanding Everi Equity Awards (restricted stock units, performance share units, and stock options) were converted into cash payments based on the $14.25 Per Share Price, with options having an exercise price equal to or exceeding the Per Share Price cancelled for no consideration.
Everi's common stock was delisted from the New York Stock Exchange (NYSE) prior to the open of trading on July 1, 2025, and will be deregistered under the Securities Exchange Act of 1934.
The combined enterprise will operate under the IGT name, headquartered in Las Vegas, and will be organized into three business units: Gaming, Digital, and FinTech.

Sentiment

Score: 8

Explanation: The document announces the successful completion of a major acquisition, providing a clear cash return to Everi shareholders and establishing a new, well-capitalized entity poised for growth in the gaming and digital sectors. The language used by management and Apollo is highly positive regarding the strategic benefits and future prospects of the combined company.

Positives

Everi stockholders received a cash payment of $14.25 per share, providing liquidity and a defined return on their investment.
The transaction creates a 'privately held global leader in gaming, digital and financial technology solutions' with enhanced 'scale, talent and technology to lead the future of gaming'.
The combined entity is described as a 'more competitive, agile and well-capitalized platform built for long-term growth'.
Everi's outstanding indebtedness under its credit agreement was fully repaid, and its 2029 Notes are being fully redeemed, discharging prior financial obligations.

Negatives

Everi Holdings Inc. ceased to be an independent publicly traded company, with its common stock delisted from the NYSE and deregistered.
All existing directors and the President and Chief Executive Officer of Everi ceased their roles as a direct result of the merger.
Company Options with a per share exercise price equal to or exceeding the $14.25 Per Share Price were cancelled for no consideration.

Risks

Risks related to the ability to realize the anticipated benefits of the Transaction.
Ability to retain and hire key personnel.
Significant transaction costs, fees, expenses, and charges.
Operating costs, customer loss, and business disruption, including difficulties in maintaining employee, customer, or other business, contractual, or operational relationships following the closing of the Transaction.
Risks related to competition in the gaming industry.
Dependence on significant licensing arrangements, customers, or other third parties.
Economic changes in or the impact of political changes on global markets, such as currency exchange, inflation and interest rates, and recession.
Government policies (including policy changes affecting the gaming industry, taxation, trade, tariffs, immigration, customs, and border actions) and other external factors that Everi cannot control.
Regulation and litigation matters relating to the Transaction or otherwise impacting Everi or the gaming industry generally, including the nature, cost, and outcome of any litigation and other legal proceedings related to the Transaction.
Unanticipated adverse effects or liabilities from business divestitures.
Risks related to intellectual property, privacy matters, and cyber security, including losses and other consequences from failures, breaches, attacks, or disclosures involving information technology infrastructure and data.
Other business effects, including the effects of industry, market, economic, political, or regulatory conditions.

Future Outlook

The combined enterprise, operating as IGT, is positioned to be a premier platform for innovation, delivering exceptional content and scalable solutions across the global gaming ecosystem. It is expected to be a more competitive, agile, and well-capitalized platform built for long-term growth, aiming to deliver differentiated content and capabilities to customers globally. Hector Fernandez is expected to assume the role of CEO of IGT in the fourth quarter of 2025, with Nick Khin transitioning to CEO of IGT's Gaming business unit upon Mr. Fernandez's arrival.

Management Comments

"This is a defining moment for our industry. By uniting two leading organizations, we are building an enterprise with the scale, talent and technology to lead the future of gaming. With Apollo’s support, we are very well-positioned to deliver exceptional content across land-based and digital experiences, along with integrated financial solutions and casino management that enhance the player journey and drive value for our customers. I’m honored to be part of this exciting chapter and to help shape the future of IGT." Nick Khin, Interim CEO of IGT.
"Bringing together highly complementary businesses creates a more competitive, agile and well-capitalized platform built for long-term growth. We are confident that IGT is well positioned to deliver differentiated content and capabilities that better serve customers across the globe. We look forward to working closely with Hector, Nick and the rest of the talented IGT team to lead the industry forward." Daniel Cohen, Partner at Apollo.

Industry Context

This acquisition represents a significant consolidation within the gaming, digital, and financial technology solutions sectors, creating a new privately held global leader. It reflects a broader industry trend towards integrated platforms capable of offering comprehensive solutions across both land-based and digital gaming environments, often driven by private equity investment seeking to optimize and grow established businesses through strategic combinations.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Director	Michael D. Rumbolz	Mark Labay	July 1, 2025	Completion of the Merger, as directors of Buyer Sub became directors of the Company.
Director	Randy L. Taylor	Kate Lowenhar-Fisher	July 1, 2025	Completion of the Merger, as directors of Buyer Sub became directors of the Company.
Director	Atul Bali	NA	July 1, 2025	Ceased to serve due to the completion of the Merger.
Director	Geoffrey P. Judge	NA	July 1, 2025	Ceased to serve due to the completion of the Merger.
Director	Linster W. Fox	NA	July 1, 2025	Ceased to serve due to the completion of the Merger.
Director	Maureen T. Mullarkey	NA	July 1, 2025	Ceased to serve due to the completion of the Merger.
Director	Secil Tabli Watson	NA	July 1, 2025	Ceased to serve due to the completion of the Merger.
Director	Paul Finch	NA	July 1, 2025	Ceased to serve due to the completion of the Merger.
Director	Debra L. Nutton	NA	July 1, 2025	Ceased to serve due to the completion of the Merger.
President and Chief Executive Officer	Randy L. Taylor	NA	July 1, 2025	Employment terminated as a result of the completion of the Merger.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Amendment and Restatement of Certificate of Incorporation	The certificate of incorporation of the Company was amended and restated in its entirety in accordance with the Merger Agreement. This includes changes to authorized shares (now 1,000 shares of common stock, $0.01 par value), and provisions related to director/officer liability, stockholder actions, and compliance with gaming authority requirements.	July 1, 2025	Reflects the Company's new status as a wholly-owned subsidiary of Buyer, streamlining its corporate structure and aligning it with the new ownership's governance framework.
Amendment and Restatement of Bylaws	The bylaws of the Company were amended and restated in their entirety in accordance with the Merger Agreement. This impacts provisions for stockholder meetings, director powers, officer roles, indemnification, stock certificates, and general corporate operations.	July 1, 2025	Reflects the Company's new governance structure as a wholly-owned subsidiary, adapting its internal rules to its new ownership and operational context.
Change in Control	Everi became a direct wholly owned subsidiary of Buyer (Voyager Parent, LLC) as a result of the completion of the Merger.	July 1, 2025	Complete change in ownership and control, leading to the delisting of Everi's common stock and the cessation of its independent public reporting obligations.

Related Party Transactions

De Agostini S.p.A., the controlling shareholder of IGT, entered into a letter agreement with an affiliate of Buyer, pursuant to which De Agostini will make a minority investment in an indirect parent of Buyer (Newco) that will own the combined entities.

Stakeholder Impact

Shareholders (Everi): Received a cash payment of $14.25 per share, providing a definitive return and liquidity for their investment.
Employees (Everi): The employment of the President and CEO was terminated, and the ability to retain and hire key personnel is identified as a risk for the combined entity, which aims for a 'people-first culture'.
Customers: The combined entity aims to deliver 'exceptional content' and 'integrated financial solutions' to enhance the player journey and drive value for customers across land-based and digital environments.
Creditors: Existing Everi Credit Agreement obligations were repaid, and 2029 Notes are being redeemed, effectively discharging prior debt obligations.

Next Steps

Integration of Everi and IGT's Gaming & Digital business into a combined enterprise in the coming months.
Hector Fernandez is expected to assume the role of CEO of IGT in the fourth quarter of 2025.
Nick Khin will transition into the role of CEO of IGT's Gaming business unit upon Mr. Fernandez's arrival.
The Company intends to file a Form 15 with the SEC to terminate registration under Section 12(g) of the Exchange Act and suspend reporting obligations.

Key Dates

Date	Description
July 15, 2021	Date of Indenture for Everi's 5.000% Senior Unsecured Notes due 2029.
August 3, 2021	Date of the Existing Everi Credit Agreement.
July 26, 2024	Date of the previously disclosed definitive agreements for the Transaction, including the Merger Agreement, Separation and Sale Agreement, and Support Agreement.
March 31, 2025	Apollo's reported assets under management were approximately $785 billion.
July 1, 2025	Date of earliest event reported; completion of the Transaction; Everi repaid all outstanding indebtedness under the Credit Agreement; Everi delivered notice of full redemption for 2029 Notes; Everi irrevocably deposited sufficient funds for 2029 Notes redemption; Everi common stock suspended trading and delisted from NYSE; Company notified NYSE of merger completion; New directors became directors of the Company; Certificate of incorporation and bylaws amended and restated; Buyer issued a press release announcing the completion of the Merger and the Transaction.
July 15, 2025	Redemption Date for Everi's 5.000% Senior Unsecured Notes due 2029.
Fourth quarter of 2025	Hector Fernandez is expected to assume the role of CEO of IGT.

Recommendation

sell

Keywords

Gaming, Digital Technology, FinTech, Acquisition, Merger, Everi Holdings, International Game Technology, IGT, Apollo Global Management, Delisting, Debt Repayment, Senior Unsecured Notes, Corporate Governance, Financial Solutions, Casino Management

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