Apollo to Acquire IGT Gaming and Everi
Gaming suppliers IGT and Everi Holdings Inc. announced that they have entered into a definitive agreement whereby IGT’s gaming and digital business (IGT Gaming) and Everi will be simultaneously acquired by a newly formed holding company owned by funds managed by affiliates of Apollo Global Management, Inc., in an all-cash transaction that values the acquired businesses at approximately $6.3 billion on a combined basis.
On February 29, IGT and Everi announced that they had entered into a definitive agreement pursuant to which IGT would separate the IGT Gaming business by way of a taxable spin-off to IGT shareholders and then immediately combine that business with Everi.
Under the terms of the new agreements, the Apollo funds will acquire IGT Gaming and Everi. Following closing, IGT Gaming and Everi will be privately owned companies that are part of one combined enterprise.
Under the terms of the new agreements, Everi stockholders will receive $14.25 per share in cash, representing a 56 percent premium over Everi’s closing share price on July 25. 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.
De Agostini S.p.A., a società per azioni organized under the laws of Italy, the majority shareholder of IGT, has committed to make a minority equity investment in the combined enterprise at the closing of the transaction.
Upon completion of the sale of IGT Gaming to the Apollo Funds, IGT will change its name and stock ticker symbol, becoming a premier pure play lottery business.
The transaction with the Apollo funds has been unanimously approved by a special committee of the IGT Board of Directors and unanimously approved by all members of the Everi Board of Directors, and the previous transaction agreements between IGT and Everi entered into on February 28 have been terminated.
Vince Sadusky, CEO of International Game Technology PLC, 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.
IGT CEO Vince Sadusky will oversee the separation of IGT Gaming and support the transition through transaction completion. Post-closing, Sadusky will continue in his role, leading the lottery-focused company under its new name and stock ticker symbol.
Following the acquisitions of IGT Gaming and Everi by the Apollo Funds, current IGT Executive Vice President of Strategy and Corporate Development Fabio Celadon will serve as CFO, and current Everi CFO Mark Labay will assume the role of chief integration officer of the combined enterprise.
The newly formed combined enterprise will be headquartered in Las Vegas.
