Apollo Funds to Acquire IGT’s Gaming and Digital Business and Everi in All-Cash Transaction


International Game Technology PLC (IGT) and Everi Holdings Inc. (Everi) have entered into definitive agreements to sell IGT’s Gaming & Digital business and Everi to a newly formed holding company owned by funds managed by affiliates of Apollo Global Management, Inc. (Apollo) in an all-cash transaction. The deal values the combined businesses at approximately US$6.3 bn (£4.9 bn/€5.8 bn).

On February 29, 2024, IGT and Everi announced plans to separate IGT Gaming through a taxable spin-off to IGT shareholders and then combine the business with Everi. Under the new agreements, the Apollo Funds will acquire both IGT Gaming and Everi. Post-transaction, IGT Gaming and Everi will be privately owned companies under one combined enterprise.

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 in gross cash proceeds for IGT Gaming, with plans to use significant portions for debt repayment and shareholder returns. De Agostini S.p.A., IGT’s majority shareholder, will make a minority equity investment in the combined enterprise at the transaction’s closing.

Upon the sale of IGT Gaming to the Apollo Funds, IGT will rebrand and change its stock ticker symbol, focusing solely on its lottery business. The transaction has been unanimously approved by a special committee of the IGT Board of Directors and all members of the Everi Board of Directors, terminating the previous agreements between IGT and Everi dated February 28, 2024.

Apollo has a strong history of successful investments in the leisure, gaming, and entertainment sectors. Post-closing, IGT CEO Vince Sadusky will oversee the separation and transition, continuing to lead the lottery-focused company. Fabio Celadon, current IGT EVP Strategy and Corporate Development, will serve as CFO, and Mark Labay, current Everi CFO, will become Chief Integration Officer of the combined enterprise, headquartered in Las Vegas. Following the acquisition, Everi’s shares will be delisted from the New York Stock Exchange.

The acquisitions are cross-conditioned and subject to customary closing conditions, including regulatory approvals and Everi stockholder approval, with completion expected by the end of Q3 2025. IGT shareholder approval is not required.

IGT will release its Q2 2024 financial results and hold its earnings conference call on July 30, 2024, at 8:00 a.m. ET. Everi will release its Q2 2024 financial results by August 9, 2024, but will not host an earnings call due to the transaction with Apollo.

Advisors for the transaction include Macquarie Capital, Deutsche Bank, and Mediobanca for IGT, with legal counsel from Sidley Austin LLP, White & Case LLP, and Wachtell, Lipton, Rosen & Katz. Global Leisure Partners LLC serves as the exclusive financial advisor to Everi, with Houlihan Lokey providing additional financial advice to Everi’s Board of Directors and legal counsel from Pillsbury Winthrop Shaw Pittman LLP. Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsel to the Apollo Funds, with financing commitments from Deutsche Bank and Macquarie Capital.

Vince Sadusky, IGT PLC CEO, said, “Our new agreement represents a positive evolution of our previously announced transaction with Everi and a successful culmination of the strategic review process that IGT launched last year. 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. 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 longterm 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.”

Randy Taylor, Everi President and CEO, added, “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. 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, stated, “We are excited to reach this agreement with IGT and Everi, which establishes a leading, diversified solutions provider that is well positioned across the entire gaming ecosystem. As an active investor in the gaming and leisure sector for many years, we have long admired both companies and their highly talented teams. 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. We look forward to working in partnership with all the people at IGT Gaming and Everi to propel the combined enterprise forward.”

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