{"schema_version":"secwatch.filing_event.v1","accession":"0001318568-24-000011","form_type":"8-K","ticker":null,"cik":"0001318568","company_name":"Everi Holdings Inc.","filed_at":"2024-02-29T23:59:59+00:00","discovered_at":"2026-05-14T18:03:23.748066+00:00","generated_at":"2026-06-05T06:20:51.854414+00:00","sec_items":["1.01","8.01","5.02","7.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Everi to acquire IGT's Global Gaming and PlayDigital businesses; combined co. to trade as IGT","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001318568-24-000011","json":"https://secwatch.observer/filing/0001318568-24-000011.json","markdown":"https://secwatch.observer/filing/0001318568-24-000011.md","text":"https://secwatch.observer/filing/0001318568-24-000011.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1318568/000131856824000011/0001318568-24-000011-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1318568/000131856824000011/evri-20240228.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-05T06:20:51.854414+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"01fecb846e","claim":"Randy Taylor resigned as Chief Executive Officer at Everi Holdings Inc..","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1318568/000131856824000011/0001318568-24-000011-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Chief Executive Officer"}],"fact_type":"executive_change"},{"claim_id":"0d998a7b72","claim":"Enrico Drago was named as Director at Everi Holdings Inc..","evidence_excerpt":"Mr. Enrico Drago, Chief Executive Officer of PlayDigital, will be named a director of the combined company","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1318568/000131856824000011/0001318568-24-000011-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"named"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"229cf257eb","claim":"Vince Sadusky was appointed as Chief Executive Officer at Everi Holdings Inc..","evidence_excerpt":"Mr. Vince Sadusky, Chief Executive Officer of IGT, will be appointed as Chief Executive Officer and a director of the combined company","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1318568/000131856824000011/0001318568-24-000011-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Chief Executive Officer"}],"fact_type":"executive_change"},{"claim_id":"24164939be","claim":"James McCann was named as Director at Everi Holdings Inc..","evidence_excerpt":"Mr. James McCann, Vice-Chairperson of the board of IGT, will be named a director of the combined company","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1318568/000131856824000011/0001318568-24-000011-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"named"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"39d49e3ebe","claim":"Mark Labay changed role as Chief Integration Officer at Everi Holdings Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1318568/000131856824000011/0001318568-24-000011-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"transition"},{"label":"Role","value":"Chief Integration Officer"}],"fact_type":"executive_change"},{"claim_id":"4fdadd0fc9","claim":"Michael D. Rumbolz changed role as Chairman of the Board at Everi Holdings Inc..","evidence_excerpt":"Mr. Michael D. Rumbolz, Executive Chairman of the Company, will become the Chairman of the Board of the combined company","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1318568/000131856824000011/0001318568-24-000011-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"become"},{"label":"Role","value":"Chairman of the Board"}],"fact_type":"executive_change"},{"claim_id":"6a240723fb","claim":"Randy Taylor was appointed as Director at Everi Holdings Inc..","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1318568/000131856824000011/0001318568-24-000011-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"6f3efcbe47","claim":"Marco Sala was named as Director at Everi Holdings Inc..","evidence_excerpt":"Mr. Marco Sala, Executive Chair of the board of IGT, will be named a director of the combined company","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1318568/000131856824000011/0001318568-24-000011-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"named"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"953b22fe26","claim":"Vince Sadusky was appointed as Director at Everi Holdings Inc..","evidence_excerpt":"Mr. Vince Sadusky, Chief Executive Officer of IGT, will be appointed as Chief Executive Officer and a director of the combined company","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1318568/000131856824000011/0001318568-24-000011-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"b142e59a1a","claim":"Fabio Celadon was named as Chief Financial Officer at Everi Holdings Inc..","evidence_excerpt":"Mr. Fabio Celadon, Executive Vice President of Strategy and Corporate Development for IGT, will be named Chief Financial Officer of the combined company","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1318568/000131856824000011/0001318568-24-000011-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"named"},{"label":"Role","value":"Chief Financial Officer"}],"fact_type":"executive_change"},{"claim_id":"b08fd74f49a92b1ff4cd5952e74411324e705e49","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1318568/000131856824000011/0001318568-24-000011-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"merger"},{"label":"Counterparty","value":"International Game Technology PLC, Ignite Rotate LLC, Ember Sub LLC"},{"label":"Effective","value":"2024-02-28"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}