DEFA14A: Everi Holdings to be Acquired by Apollo Funds in Conjunction with IGT Gaming & Digital Business

Everi Holdings has entered into definitive agreements to be acquired by the Apollo Funds, who will simultaneously acquire IGT's Gaming & Digital business, with the aim of enhancing capabilities and broadening product offerings.

Summary

• Everi Holdings is set to be acquired by the Apollo Funds.
• The Apollo Funds will simultaneously acquire IGT's Gaming & Digital business.
• Following the transaction, both Everi and IGT Gaming will become privately owned.
• The acquisition aims to enhance capabilities, broaden product offerings, and create new growth opportunities.
• The transaction is expected to close by the end of the third quarter of 2025.
• There are currently no plans to change employee benefits, compensation, or job titles.
• The company is committed to keeping employees informed throughout the process via a dedicated SharePoint site and email inbox.
• The company emphasizes that this transaction is a positive step forward, providing resources and support for continued growth and innovation.

Sentiment

Score: 7

Explanation: The document expresses optimism about the acquisition and its potential benefits, but also acknowledges potential uncertainties and risks. The overall sentiment is moderately positive.

Positives

• Apollo Funds is a well-respected investment firm with a strong track record in the gaming and leisure sectors.
• The acquisition is expected to enhance capabilities, broaden product offerings, and create new opportunities for growth and innovation.
• The combined enterprise is expected to offer a broader range of roles and projects, enhancing potential career prospects for employees.
• The company is committed to maintaining business continuity and delivering high-quality service to customers.
• Apollo Funds and Everi leadership are aligned on the importance of maintaining the strong company culture and employee base.

Negatives

• The announcement mentions potential future changes to employee benefits, compensation, or job titles, creating uncertainty for employees.
• The transaction involves significant integration planning efforts, which could lead to business disruption.
• The company acknowledges that the news might bring up questions and concerns among employees.

Risks

• The transaction is subject to regulatory approvals and stockholder approval, which may not be obtained.
• Failure to consummate the transaction could negatively affect Everi's stock price and operating results.
• The company may face difficulties in maintaining employee, customer, or other business relationships following the announcement or closing of the transaction.
• The transaction could divert Everi management's attention from its ongoing business.
• The company faces risks related to competition in the gaming industry, dependence on licensing arrangements, and economic changes in global markets.

Future Outlook

The company anticipates enhanced capabilities, broader product offerings, and new opportunities for growth and innovation as a result of the acquisition.

Management Comments

• 'Apollo is a well-respected investment firm with a strong track record of current and former successful investments in the gaming and leisure sectors.'
• 'We aim to enhance our capabilities, broaden our product offerings, and create new opportunities for growth and innovation.'
• 'We are targeting the completion of the transaction by the end of the third quarter of 2025, which is a typical timeframe for the highly regulated gaming industry.'

Industry Context

The gaming industry is undergoing consolidation, with companies seeking to expand their product offerings and geographic reach. This acquisition aligns with that trend, as Everi and IGT Gaming aim to create a more comprehensive portfolio and open up new markets globally.

Comparison to Industry Standards

• Similar acquisitions in the gaming industry, such as Scientific Games' acquisition of NYX Gaming Group, have aimed to create a more comprehensive portfolio of products and services.
• Apollo's investment in Everi and IGT Gaming reflects a broader trend of private equity firms investing in the gaming and leisure sectors.
• The targeted completion timeframe of the end of the third quarter of 2025 is typical for transactions in the highly regulated gaming industry.

Stakeholder Impact

• Shareholders will need to vote on the proposed transaction.
• Employees may experience changes in their roles and responsibilities as a result of the integration.
• Customers can expect a more comprehensive portfolio of products and services.
• The acquisition may impact suppliers and other business partners.

Next Steps

• Everi will file relevant materials with the SEC, including the Proxy Statement.
• Investors and security holders are urged to read the Proxy Statement carefully.
• The company will continue integration planning efforts.
• The company will keep employees informed throughout the process.

Key Dates

Keywords

acquisition, Apollo Funds, IGT Gaming, merger, gaming industry, Everi Holdings