--- 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" generated_at: "2026-06-05T06:20:51.854414+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Everi to acquire IGT's Global Gaming and PlayDigital businesses; combined co. to trade as IGT ## Summary - 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. ## SEC filing metadata - accession: 0001318568-24-000011 - form_type: 8-K - cik: 0001318568 - company_name: Everi Holdings Inc. - filed_at: 2024-02-29T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 8.01, 5.02, 7.01, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001318568-24-000011 - JSON: https://secwatch.observer/filing/0001318568-24-000011.json - Plain text: https://secwatch.observer/filing/0001318568-24-000011.txt ## Key facts - Executive change Randy Taylor resigned as Chief Executive Officer at Everi Holdings Inc.. - Action: resigned - Role: Chief Executive Officer source text: 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_url: https://www.sec.gov/Archives/edgar/data/1318568/000131856824000011/0001318568-24-000011-index.htm - Executive change Enrico Drago was named as Director at Everi Holdings Inc.. - Action: named - Role: Director source text: Mr. Enrico Drago, Chief Executive Officer of PlayDigital, will be named a director of the combined company evidence_url: https://www.sec.gov/Archives/edgar/data/1318568/000131856824000011/0001318568-24-000011-index.htm - Executive change Vince Sadusky was appointed as Chief Executive Officer at Everi Holdings Inc.. - Action: appointed - Role: Chief Executive Officer source text: Mr. Vince Sadusky, Chief Executive Officer of IGT, will be appointed as Chief Executive Officer and a director of the combined company evidence_url: https://www.sec.gov/Archives/edgar/data/1318568/000131856824000011/0001318568-24-000011-index.htm - Executive change James McCann was named as Director at Everi Holdings Inc.. - Action: named - Role: Director source text: Mr. James McCann, Vice-Chairperson of the board of IGT, will be named a director of the combined company evidence_url: https://www.sec.gov/Archives/edgar/data/1318568/000131856824000011/0001318568-24-000011-index.htm - Executive change Mark Labay changed role as Chief Integration Officer at Everi Holdings Inc.. - Action: transition - Role: Chief Integration Officer source text: 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_url: https://www.sec.gov/Archives/edgar/data/1318568/000131856824000011/0001318568-24-000011-index.htm - Executive change Michael D. Rumbolz changed role as Chairman of the Board at Everi Holdings Inc.. - Action: become - Role: Chairman of the Board source text: Mr. Michael D. Rumbolz, Executive Chairman of the Company, will become the Chairman of the Board of the combined company evidence_url: https://www.sec.gov/Archives/edgar/data/1318568/000131856824000011/0001318568-24-000011-index.htm - Executive change Randy Taylor was appointed as Director at Everi Holdings Inc.. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1318568/000131856824000011/0001318568-24-000011-index.htm - Executive change Marco Sala was named as Director at Everi Holdings Inc.. - Action: named - Role: Director source text: Mr. Marco Sala, Executive Chair of the board of IGT, will be named a director of the combined company evidence_url: https://www.sec.gov/Archives/edgar/data/1318568/000131856824000011/0001318568-24-000011-index.htm - Executive change Vince Sadusky was appointed as Director at Everi Holdings Inc.. - Action: appointed - Role: Director source text: Mr. Vince Sadusky, Chief Executive Officer of IGT, will be appointed as Chief Executive Officer and a director of the combined company evidence_url: https://www.sec.gov/Archives/edgar/data/1318568/000131856824000011/0001318568-24-000011-index.htm - Executive change Fabio Celadon was named as Chief Financial Officer at Everi Holdings Inc.. - Action: named - Role: Chief Financial Officer source text: Mr. Fabio Celadon, Executive Vice President of Strategy and Corporate Development for IGT, will be named Chief Financial Officer of the combined company evidence_url: https://www.sec.gov/Archives/edgar/data/1318568/000131856824000011/0001318568-24-000011-index.htm - Material Agreements 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1318568/000131856824000011/0001318568-24-000011-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.