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

Everi Holdings Inc. has entered into definitive agreements to be acquired by the Apollo Funds, who will simultaneously acquire IGT's Gaming & Digital business, with the transaction expected to close by the end of the third quarter of 2025.

Summary

• Everi Holdings Inc. is set to be acquired by the Apollo Funds.
• The Apollo Funds will simultaneously acquire IGT's Gaming & Digital business (IGT Gaming).
• The goal is to create a stronger player in the global gaming and digital industry.
• The acquisition is expected to close by the end of the third quarter of 2025, pending regulatory approvals.
• Until the transaction closes, Everi and IGT will continue to operate separately.
• The acquisition aims to enhance Everi's portfolio, broaden its product and service offerings, and create additional value for customers.
• Bringing IGT's systems business and Everi's FinTech business together is expected to provide more comprehensive solutions for operator customers.

Sentiment

Score: 7

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

Positives

• The acquisition is expected to create a stronger global gaming and digital industry player.
• The combined entity is expected to offer expanded capabilities and a broader reach.
• The acquisition is expected to enhance Everi's portfolio and broaden its product and service offerings.
• Bringing IGT's systems business and Everi's FinTech business together is expected to provide more comprehensive solutions for operator customers with reduced friction and greater efficiency.
• The acquisition is expected to open new avenues for innovation and growth.

Risks

• The acquisition is subject to regulatory approvals, and there is a risk that these approvals may not be obtained.
• There is a risk that the conditions to the consummation of the Proposed Transaction will not for any reason be satisfied.
• There is a risk that the anticipated benefits of the Proposed Transaction may not be realized.
• There is a risk of negative effects of the announcement or failure to consummate the Proposed Transaction on the market price of the capital stock of Everi and on Everi's operating results.
• There is a risk of significant transaction costs, fees, expenses and charges.
• There is a risk of operating costs, customer loss, and business disruption following the Proposed Transaction announcement or closing of the Proposed Transaction.
• There is a risk of failure to consummate or delay in consummating the Proposed Transaction for any reason.
• There are risks related to competition in the gaming industry.
• There are risks related to intellectual property, privacy matters, and cyber security.

Future Outlook

The company anticipates becoming a stronger player in the global gaming and digital industry with expanded capabilities and a broader reach after the acquisition is complete.

Management Comments

• The Board of Directors concluded that they believe the Apollo Funds expected acquisition presents a strategic avenue to enhance our portfolio, broaden our product and service offerings, and create additional value for our customers.
• We are excited about the possibilities that lie ahead and are committed to fostering a seamless integration process, with a focus on maintaining the high standards of service and excellence that our customers and partners expect from us.

Industry Context

This announcement reflects a trend of consolidation in the gaming industry, with larger players seeking to expand their reach and capabilities through strategic acquisitions. The combination of Everi and IGT's Gaming & Digital business under the Apollo Funds aims to create a more competitive entity in the global market.

Comparison to Industry Standards

• Similar acquisitions in the gaming industry, such as Scientific Games' acquisition of Bally Technologies, have aimed to create larger, more diversified companies with a broader range of products and services.
• The success of this acquisition will depend on the ability to integrate the two businesses effectively and realize the anticipated synergies.
• Comparable companies include Aristocrat Leisure and Light & Wonder, which have also pursued strategic acquisitions to expand their market presence.

Stakeholder Impact

• Shareholders will need to vote on the proposed transaction.
• Customers can expect continued service and innovation during the transition period.
• Employees may experience changes as the two companies integrate.
• The combined entity aims to provide greater value to customers and partners.

Next Steps

• Obtain necessary stockholder approval.
• Obtain regulatory approvals.
• Complete the transaction by the end of the third quarter of 2025.
• Integrate Everi and IGT's Gaming & Digital business.

Key Dates

Keywords

acquisition, Everi Holdings, Apollo Funds, IGT Gaming, gaming industry, FinTech, regulatory approval, merger