Everi Holdings Inc.: M&A transaction — Apollo Funds complete $6.3B acquisition of Everi and IGT Gaming & Digital; shareholders get $14.25

Everi Holdings Inc.

All-cash transaction valued at approx $6.3B; Everi shareholders receive $14.25 per share in cash.
IGT receives $4.05B gross cash proceeds; combined enterprise to operate under IGT name with three business units.
Everi common stock delisted from NYSE effective July 1, 2025; company becomes wholly owned by Apollo Funds.
Nick Khin appointed Interim CEO of combined IGT; Hector Fernandez expected to become CEO in Q4 2025.
Existing Everi credit agreement and 2029 notes redeemed; all obligations discharged.

item 1.02 item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Everi Holdings Inc.: Bylaws amended and restated in their entirety at Merger Effective Time.

Change: bylaw amendment

Exact text from the filing

at the Merger Effective Time, the bylaws of the Company were amended and restated in their entirety.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Everi Holdings Inc.: Certificate of incorporation amended and restated in its entirety at Merger Effective Time.

Change: charter amendment

Exact text from the filing

at the Merger Effective Time, the certificate of incorporation of the Company was amended and restated in its entirety.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Everi Holdings Inc. completed an acquisition involving Everi Holdings Inc. (closed 2025-07-01).

Action: acquisition
Counterparty: Everi Holdings Inc.
Closing: 2025-07-01

Exact text from the filing

On July 1, 2025, pursuant to the terms and conditions of the previously disclosed definitive agreements

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Everi Holdings Inc. underwent a change of control involving Voyager Parent, LLC (an entity owned by funds managed by affiliates of Apollo Global Management, Inc.) for $14.25 in cash per share of Company common stock (closed 2025-07-01).

Action: change of control
Counterparty: Voyager Parent, LLC (an entity owned by funds managed by affiliates of Apollo Global Management, Inc.)
Consideration: $14.25 in cash per share of Company common stock
Closing: 2025-07-01

Exact text from the filing

Buyer (the “Merger”); • All outstanding shares of the common stock, par value $0.001 per share, of the Company (“Company common stock”) were converted into the right to receive $14.25 in cash per share of Company common stock, without interest (the “Per Share Price”), subject to adjustment in accordance with the Delaware General Corporation Law, and • All

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Source: SEC EDGAR

accession 0001193125-25-153550

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