International Game Technology (IGT) and Everi have confirmed that their $6 billion merger will encompass both companies being simultaneously acquired by a newly formed holding company, owned by funds managed by affiliates of Apollo Global Management.
The acquisition will be an all-cash transaction that values the acquired businesses at approximately $6.3 billion, slightly more than the $6.2 billion reported at the time of the initial merger announcement in February.
IGT will separate its IGT Gaming business by way of a taxable spin-off to IGT shareholders and then immediately combine the business with Everi. IGT Gaming and Everi will be privately owned companies that are part of one combined enterprise that will house IGT products including electronic table games and Wheel of Fortune games and Everi’s bingo and casino offerings.
The deal has been unanimously approved by a special committee of the IGT board of directors and by all members of the Everi board. The previous transaction agreement between IGT and Everi has been terminated.
Upon completion of the sale of IGT Gaming, IGT will change its name and stock ticker symbol and become a pure-play lottery business.
Under the terms of the new agreements, Everi stockholders will receive $14.25 per share in cash, representing a 56% premium over Everi’s closing share price on July 25, 2024. IGT will receive $4.05 billion of gross cash proceeds for IGT Gaming. IGT expects significant portions of the cash proceeds to be used to repay debt and to be returned to shareholders.
Italian holding company De Agostini S.p.A., the majority shareholder of IGT, has committed to make a minority equity investment in the combined enterprise.
New transaction agreement establishes ‘leading, diversified solutions provider’
IGT CEO Vince Sadusky said the new agreement represents “a positive evolution” of the deal.
“With the Apollo Funds, we have found a partner that recognizes the strength of IGT Gaming, the value of our talent and our position in the industry. This transaction will allow IGT Gaming to continue to invest in and enhance its growing core segments while providing customers with a more comprehensive portfolio of offerings,” he added.
“After the closing of this transaction, IGT’s shareholders will continue to own one hundred percent of IGT’s Global Lottery business, which will be positioned for long-term success as a pure-play global lottery player with a more focused, compelling business model and optimized capital structure to drive long-term shareholder value.”
“We believe this transaction maintains the integrity and strong strategic rationale of our original agreement with IGT, but now also provides significant and certain value to our stockholders as we move forward with the Apollo Funds as our partner,” added Everi President and CEO Randy Taylor. “By joining forces with IGT Gaming, we expect to continue to lead, innovate, and provide unparalleled value to our customers as a stronger player in the global gaming, FinTech, and digital industry.
“Apollo is a respected investment firm with a strong track record in the gaming sector, and they recognize the value of our business and see significant potential in bringing IGT Gaming and Everi together. Under private ownership, we believe we will be better positioned to accelerate the integration of our two organizations for the benefit of our customers and employees.”
Daniel Cohen, partner at Apollo, added that the transaction, “establishes a leading, diversified solutions provider that is well positioned across the entire gaming ecosystem.
“We strongly believe in the value proposition of the combination and are confident these complementary gaming platforms will be even better positioned under private ownership to capture the opportunities ahead to grow and create value.”
