AGS agrees to be acquired by Brightstar Capital Partners for $12.50 per share, ~$1.1B

PlayAGS, Inc.

Shareholders to receive $12.50 per share in cash; 41% premium to 90-day VWAP and 40% premium to May 8 close.
Transaction valued at approximately $1.1 billion; expected to close in second half of 2025, subject to stockholder and regulatory approvals.
AGS board unanimously approved; termination fee of $9.7M (increases to $19.3M after June 22) if AGS accepts a superior offer.
Parent termination fee of $38.6M under certain conditions; $24.8M if failure to obtain gaming regulatory approvals.
AGS cancels Q1 2024 earnings call and will not issue quarterly release; intends to file 10-Q with SEC.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

PlayAGS, Inc. entered into Agreement and Plan of Merger with Bingo Holdings I, LLC and Bingo Merger Sub, Inc. (effective 2024-05-08).

Action: entry
Agreement: merger
Counterparty: Bingo Holdings I, LLC and Bingo Merger Sub, Inc.
Effective: 2024-05-08

Exact text from the filing

On May 8, 2024, PlayAGS, Inc., a Nevada corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Bingo Holdings I, LLC, a Delaware limited liability company (“Parent”) and an affiliate of Brightstar Capital Partners, and Bingo Merger Sub, Inc., a Nevada corporation and a wholly owned subsidiary of Parent (“Merger Sub"), providing for, among other things, the merger of Merger Sub with and into the Company

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Source: SEC EDGAR

accession 0001193125-24-134842

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