8-K
filed February 29, 2024, 6:59 PM ET
CIK 0001318568
M&A
confidence high
sentiment neutral
materiality 1.00
Everi to acquire IGT's Global Gaming and PlayDigital businesses; combined co. to trade as IGT
Everi Holdings Inc.
- Everi shareholders to own ~46.4%; IGT shareholders ~53.6% of combined company; exchange ratio based on 103,379,870 Everi shares.
- Cash payment of $2.585B to IGT funded by ~$3.7B new debt; existing Everi debt to be refinanced.
- Vince Sadusky (IGT CEO) to become CEO of combined company; Michael Rumbolz to become Chairman; Randy Taylor to resign as CEO.
- De Agostini gets right to nominate 3 directors; 12-month lock-up on shares; non-compete for as long as ≥10% ownership.
- Merger subject to shareholder approvals, regulatory clearances, and NYSE listing; expected closing after conditions met.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 1.0
Randy Taylor resigned as Chief Executive Officer at Everi Holdings Inc..
- Action
- resigned
- Role
- Chief Executive Officer
Exact text from the filing
Immediately following the Merger Effective Time, it is intended that Mr. Randy Taylor shall resign as Chief Executive Officer of the Company and shall be appointed as a director of the combined company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Enrico Drago was named as Director at Everi Holdings Inc..
- Action
- named
- Role
- Director
Exact text from the filing
Mr. Enrico Drago, Chief Executive Officer of PlayDigital, will be named a director of the combined company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Vince Sadusky was appointed as Chief Executive Officer at Everi Holdings Inc..
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
Mr. Vince Sadusky, Chief Executive Officer of IGT, will be appointed as Chief Executive Officer and a director of the combined company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
James McCann was named as Director at Everi Holdings Inc..
- Action
- named
- Role
- Director
Exact text from the filing
Mr. James McCann, Vice-Chairperson of the board of IGT, will be named a director of the combined company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Mark Labay changed role as Chief Integration Officer at Everi Holdings Inc..
- Action
- transition
- Role
- Chief Integration Officer
Exact text from the filing
Mr. Mark Labay shall transition from the role of Chief Financial Officer of the Company to the role of Chief Integration Officer of the combined company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Michael D. Rumbolz changed role as Chairman of the Board at Everi Holdings Inc..
- Action
- become
- Role
- Chairman of the Board
Exact text from the filing
Mr. Michael D. Rumbolz, Executive Chairman of the Company, will become the Chairman of the Board of the combined company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Randy Taylor was appointed as Director at Everi Holdings Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Immediately following the Merger Effective Time, it is intended that Mr. Randy Taylor shall resign as Chief Executive Officer of the Company and shall be appointed as a director of the combined company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Marco Sala was named as Director at Everi Holdings Inc..
- Action
- named
- Role
- Director
Exact text from the filing
Mr. Marco Sala, Executive Chair of the board of IGT, will be named a director of the combined company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Vince Sadusky was appointed as Director at Everi Holdings Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Mr. Vince Sadusky, Chief Executive Officer of IGT, will be appointed as Chief Executive Officer and a director of the combined company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Fabio Celadon was named as Chief Financial Officer at Everi Holdings Inc..
- Action
- named
- Role
- Chief Financial Officer
Exact text from the filing
Mr. Fabio Celadon, Executive Vice President of Strategy and Corporate Development for IGT, will be named Chief Financial Officer of the combined company
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Everi Holdings Inc. entered into Agreement and Plan of Merger with International Game Technology PLC, Ignite Rotate LLC, Ember Sub LLC (effective 2024-02-28).
- Action
- entry
- Agreement
- merger
- Counterparty
- International Game Technology PLC, Ignite Rotate LLC, Ember Sub LLC
- Effective
- 2024-02-28
Exact text from the filing
The definitive agreements entered into by the Company in connection with the Proposed Transaction include: (i) an Agreement and Plan of Merger by and among IGT, Spinco, the Company and Merger Sub (the “Merger Agreement”); (ii) a Separation and Distribution Agreement by and among IGT, Spinco, Gaming Holdco and the Company (the “Separation Agreement”); (iii) an Employee Matters Agreement by and among IGT, Spinco, Gaming Holdco and the Company (the “Employee Matters Agreement”); (iv) a Real Estate Matters Agreement by and among IGT, Spinco, Gaming Holdco and the Company (the “Real Estate Matters Agreement”); (v) a Tax Matters Agreement by and among IGT, Spinco, Gaming Holdco and the Company (the “Tax Matters Agreement”), (vi) an Investor Rights Agreement by and between the Company and De Agostini (the “Investor Rights Agreement”), and (vii) a Voting and Support Agreement by and among IGT, S
View on SEC.gov
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