DEFA14A: Apollo Funds to Acquire Everi and IGT's Gaming & Digital Business, Terminating Previous Merger Agreement

Everi Holdings Inc. will be acquired by the Apollo Funds, who will simultaneously acquire IGT's Gaming & Digital business, creating a combined enterprise and terminating the previous merger agreement between IGT and Everi.

Summary

• Everi has entered into definitive agreements to be acquired by the Apollo Funds, who will simultaneously acquire IGT's Gaming & Digital business.
• This acquisition terminates the previous merger agreement between IGT and Everi.
• The Apollo Funds are described as a well-respected, high-growth global alternative asset manager.
• The goal is to create a combined enterprise offering a larger portfolio of products and services to casino operators.
• The transaction is expected to be completed by the end of the third quarter of 2025.
• The Apollo Funds are committed to preserving and enhancing the core values and visions of both Everi and IGT Gaming.
• There are currently no changes planned for employee benefits, compensation, or job titles.
• Employees are encouraged to maintain focus on delivering high-quality work and participate in integration planning activities.
• Support is available for employees experiencing stress or uncertainty due to the acquisition.

Sentiment

Score: 7

Explanation: The document presents a generally positive outlook on the acquisition, emphasizing the benefits for stockholders, customers, and employees. However, there are also some uncertainties and potential risks associated with the transaction.

Positives

• The Apollo Funds are described as a well-respected, high-growth global alternative asset manager with a strong track record in the gaming and leisure sectors.
• The acquisition aims to create a combined enterprise that can offer a larger portfolio of products and services.
• The Apollo Funds are committed to preserving and enhancing the core values and visions of both Everi and IGT Gaming.
• The company will continue to deliver on its promises and provide the high-quality service its customers expect.
• There are currently no changes planned for employee benefits, compensation, or job titles.

Negatives

• The previous merger agreement between IGT and Everi has been terminated, which may disappoint some investors who were anticipating that deal.
• There is uncertainty regarding potential restructuring and staffing changes post-acquisition.

Risks

• The acquisition is subject to regulatory approvals, and there is a risk that these approvals may not be obtained.
• There are risks related to the ability to realize the anticipated benefits of the acquisition.
• The announcement or failure to consummate the acquisition could negatively affect the market price of Everi's stock.
• The company faces risks related to competition in the gaming industry.
• There are risks related to intellectual property, privacy matters, and cyber security.

Future Outlook

The combined enterprise aims to offer a larger portfolio of products and services to casino operators and serve as a diversified solutions provider across the gaming ecosystem. The Apollo Funds are focused on long-term growth and value creation.

Management Comments

• The board of directors for Everi and a special committee of the IGT board of directors have determined that the expected acquisition by the Apollo Funds is the most compelling path forward.
• The Apollo Funds value the talent within both organizations and aim to leverage our combined strengths.

Industry Context

The gaming industry is undergoing consolidation, with companies seeking to expand their product offerings and geographic reach. This acquisition reflects a trend towards creating larger, more diversified gaming solutions providers.

Stakeholder Impact

• Shareholders will receive significant and certain value as Everi moves forward with the Apollo Funds as its partner.
• Employees will have opportunities to contribute to a stronger, more efficient organization post-close.
• Customers will benefit from the enhanced capabilities and offerings of the combined enterprise.
• The Apollo Funds are committed to preserving and enhancing the core values and visions of both Everi and IGT Gaming.

Next Steps

• Obtain necessary stockholder approval.
• Obtain regulatory approvals.
• Plan and execute a smooth transition and integration process.
• Communicate regularly with employees and stakeholders.

Key Dates

Keywords

Apollo Funds, acquisition, IGT Gaming, Everi, merger, gaming, transaction