Everi Holdings Inc. (NYSE:EVRI) signed a definitive agreement to acquire in Global Gaming and PlayDigital Businesses of International Game Technology PLC from International Game Technology PLC (NYSE:IGT) for approximately $1.2 billion on February 28, 2024. The Merger Agreement provides that the exchange ratio is equal to the quotient of (A) 103,379,870 shares of Everi common stock by (B) the number of Spinco Units issued and outstanding immediately prior to the effective time of the Merger. Prior to giving effect to any customary adjustments of the exchange ratio in the event of stock or interest splits, divisions or subdivisions of shares, stock dividends, reverse stock splits, combinations of shares, reclassifications, recapitalizations or other similar transactions with respect to Everi common stock, the exchange ratio is designed to result in the outstanding Everi common stock, immediately following the Merger, being owned approximately 53.6% by former holders of Spinco Units and approximately 46.4% by the stockholders of Everi immediately prior to the Merger. Under the terms of the agreements, at closing, IGT shareholders are expected to own approximately 54% and Everi stockholders are expected to own approximately 46% of the shares in the combined company. The deal values the combined businesses at approximately $6.2 billion on an enterprise value basis. The transaction implies an enterprise value for IGT's Global Gaming and PlayDigital businesses of approximately $4.0 billion, and an enterprise value for Everi of approximately $2.2 billion. IGT shareholders will receive approximately 103.4 million Everi shares, resulting in an approximate 54% ownership interest in the combined company with existing Everi stockholders owning the balance. After closing, Everi will change its name to International Game Technology, Inc. and will trade on the NYSE under the ticker IGT. In connection with the transaction, IGT will receive approximately $2.6 billion in cash that will be funded with the proceeds of debt incurred by the combined company. The transaction has been approved unanimously by all voting members of the IGT Board of Directors and Everi Board of Directors. The transaction is subject to receipt of regulatory approvals, the approval by Everi stockholders and IGT shareholders, and satisfaction of other customary closing conditions, and is expected to close in late 2024 or early 2025. The Merger Agreement further provides that in connection with a termination of the Merger Agreement under specified circumstances, each of the Company and Everi may be obligated to pay a termination fee of $80 million and/or reimburse the other party for Commitment Fees and expenses in connection with any securities offering in connection with the Financing paid by the other party.

Post-closing, current IGT PLC Chief Executive Officer Vince Sadusky will lead the combined company, which will be headquartered in Las Vegas. Current IGT Employee Value Proposition Strategy and Corporate Development Fabio Celadon will serve as Chief Financial Officer of the combined company. Current Everi Chief Executive Officer Randy Taylor will be a member of the combined company board of directors. Current Everi Chief Financial Officer Mark Labay will assume the role of Chief Integration Officer. Michael Rumbolz, Everi Executive Chairman, will be chairman of the board of directors of the combined company, which will have eleven total members including six independent directors as required by New York Stock Exchange listing standards. Six of the eleven members will be initially appointed by IGT, including Chief Executive Officer Vince Sadusky, and three of which will be appointed by De Agostini S.p.A., pursuant to an investor rights agreement. The balance of the directors will be initially appointed by Everi, and will include Everi President and Chief Executive Officer Randy Taylor. Global Gaming and PlayDigital businesses generated revenue of $1.8 billion. Macquarie Capital, Deutsche Bank, and Mediobanca are serving as financial advisors to IGT, with Deutsche Bank and Macquarie Capital providing financial commitments. Paul L. Choi, Scott R. Williams, Angela Fontana, Sean Damm, Brent M. Steele, Rachel D. Kleinberg, Suresh T. Advani, Oliver Currall, Mark L. Kaufmann, Lauren A. Gallagher, Teresa L. Reuter, Peter McCorkell, Adam M. Gross, Johnny G. Skumpija, Elizabeth K. McCloy, David E. Teitelbaum, Colleen Theresa Brown, Francesca Blythe, Sven De Knop, Heather M. Palmer, Vincent Brophy, William Blumenthal, Rosanna Connolly, Jamie M. Sadler Sidley Austin LLP acted as legal advisor to IGT. White & Case LLP and Wachtell, Lipton, Rosen & Katz are serving as legal counsel. Global Leisure Partners LLC is serving as the exclusive financial advisor to Everi, and Houlihan Lokey is rendering a fairness opinion to Everi's Board of Directors. Christian A. Salaman, Drew Simon-Rooke, Nick Burgess, Alexandra F. Calcado, Danielle de Zorzi, Brandon B. Eckford, Christian Holbrook, David A. Jakopin, Steven Farmer, Paul E. Thomas, Scott Morton, Mario F. Dottori, William S. Waller, Laura L. McDaniels, Julie A. Divola, Nora E. Burke, Joseph M. Fastiggi, Philip J. Tendler, Bruce A. Ericson, Matthew R. Rabinowitz, Andrea R. Milano, Davina K. Kaile, Alex J. Lathrop, Michael Andres Warley, Michael L. Sibarium, Catherine D. Meyer of Pillsbury Winthrop Shaw Pittman LLP is serving as legal advisor to Everi. Aaron Dixon of Alston & Bird LLP represented Houlihan Lokey, financial advisor to Everi Holdings.