Apollo Global Management, Inc. (NYSE:APO) entered into a definitive agreement to acquire Great Canadian Gaming Corporation (TSX:GC) for CAD 2.5 billion on November 10, 2020. Apollo Global Management, Inc. will pay CAD 39 per share. The holders of outstanding options will be entitled to receive a cash payment of CAD 39 per option less the applicable exercise price of such option, and holders of deferred share units and restricted share units of Great Canadian Gaming will be entitled to receive a cash payment of CAD 39 per deferred share unit or restricted share unit held. As of December 21, 2020, Great Canadian Gaming entered into an amended arrangement agreement to be acquired by funds managed by affiliates of Apollo Global Management under which the Apollo Funds will acquire all the outstanding Great Canadian common shares for CAD 45 per share in cash which represents approximately 15.4% increase from the original purchase price of CAD 39 per share. Apollo also anticipates that certain Canadian institutions may co-invest in the transaction to become equity owners in Great Canadian Gaming alongside the Apollo Funds upon completion of the acquisition. Supporting Shareholders include funds managed by BloombergSen, CI Global Asset Management, Burgundy Asset Management Ltd., Madison Avenue Partners, LP, HughesLittle Investment Management Ltd., Newtyn Management LLC, Sand Grove Capital Management LLP, Hawk Ridge Capital Management and Alpine Associates Management Inc. Debt financing was secured through a secured debt commitment letter with Deutsche Bank and its affiliates, Barclays Bank PLC, and Macquarie Capital, they will provide CAD 1.35 billion of which CAD 550 million is a senior secured term facility; CAD 250 million is a senior secured revolving facility (the proceeds of which are not expected to be used to in this transaction, but which may be used for general corporate purposes after completion of the transaction); and CAD 550 is a senior secured bridge facility. Equity financing was secured through an equity commitment letter pursuant to which the Apollo Funds have committed to purchase directly or indirectly, their pro rata share of the equity of the purchaser in an aggregate amount of CAD 2.1 billion. In lieu of funding the full amount of the committed equity financing in the form of cash equity, the debt commitment letter provides that the Apollo Funds may purchase up to CAD 400 million of unsecured notes. Following completion of the arrangement, it is anticipated that the shares will be delisted from the Toronto Stock Exchange and Great Canadian Gaming will apply to cease to be a reporting issuer under applicable Canadian securities laws. Funds managed by affiliates of Apollo Global and Great Canadian Gaming and will pay CAD 75 million as termination fee if termination by either party.

Following close of the transaction, Great Canadian Gaming will remain headquartered in Toronto, led by a Canadian management team and with Canadian board members. The transaction is not subject to a financing condition. The transaction will be subject to a number of closing conditions, including customary provincial and federal regulatory approvals (including under the Investment Canada Act and the Competition Act (Canada)), the receipt of necessary shareholder approvals, the receipt of the necessary approvals from the Supreme Court of British Columbia, and the Company maintaining its credit facilities and shareholders will not have exercised their Dissent Rights in connection with the arrangement with respect to more than 5% of the Great Canadian Gaming shares. Great Canadian Gaming intends to apply for a final order of the court approving the arrangement on December 30, 2020. The Board of Directors, based on a recommendation from the special committee of independent directors, has unanimously concluded that this transaction represents the best course of action for Great Canadian Gaming. The Board of Directors of Great Canadian Gaming also unanimously resolved to recommend that shareholders vote in favor of the transaction at the special meeting of shareholders that will be called to approve the transaction, which is expected to be held on December 23, 2020. Pursuant to the voting agreements, each of the directors and certain executive officers of Great Canadian Gaming have agreed to vote all their common shares and options in favor of the transaction. The minority shareholders of Great Canadian Gaming have decided to vote against the transaction in the shareholders meeting. The special meeting of Great Canadian Gaming shareholders to approve the transaction will be held on December 23, 2020. The transaction has been approved by the Board of Funds managed by affiliates of Apollo Global Management. As of December 16, 2020, portfolio managers of its funds which hold 14.11% shares of Great Canadian Gaming are not supportive of the proposed plan of arrangement and intended to vote against the plan. As of December 22, 2020, the Commissioner of Competition issued an Advance Ruling Certificate in respect of the transaction. The receipt of the Advance Ruling Certificate constitutes compliance with the premerger notification requirements under the Competition Act (Canada) and satisfies one of the closing conditions. As of December 23, 2020, shareholders and option holders of Great Canadian Gaming voted in favor of a special resolution to approve the transaction with 79.44% of the votes cast by shareholders; 79.4% of the votes cast by the shareholders, excluding the votes cast by such shareholders that are required to be excluded pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions; and 80.42% of the votes cast by securityholders. As of December 30, 2020, Great Canadian Gaming Corporation received an approval from the Supreme Court of British Columbia of the statutory plan of arrangement under section 288 of the Business Corporations Act, pursuant to which Apollo Global Management, Inc. will acquire all the issued and outstanding common shares of the Great Canadian Gaming Corporation. As of April 5, 2021, funds managed by affiliates of Apollo Global Management, Inc. received approval under the Investment Canada Act for the acquisition of Great Canadian. The transaction is expected to close in the second quarter of 2021. As of August 10, 2021, the transaction is expected to close in the third quarter of 2021. As of September 10, 2021, the transaction is expected to close on or about September 23, 2021.

Great Canadian Gaming and the Special Committee of the Board of Directors received fairness opinions from Scotiabank and CIBC World Markets Inc., respectively. Andrew McLenan and Don Robertson of Scotiabank is serving as lead financial advisers to Great Canadian Gaming and CIBC World Markets Inc. is serving as financial advisor to the Special Committee. Desmond Balakrishnan and Leo Raffin of McMillan LLP is serving as legal advisers to Great Canadian Gaming and Kathleen Keilty of Blake, Cassels & Graydon LLP is serving as legal advisor to the Special Committee. Macquarie Capital, RBC Capital Markets and Canaccord Genuity acted as financial advisors to Apollo on the transaction. Deutsche Bank Securities and Barclays also acted as financial advisors to Apollo. Apollo's legal advisors were Rosa Testani, Gerald Brant and Jeffrey Kochian of Akin Gump Strauss Hauer & Feld LLP, Gregory Ezring and Mark Wlazlo of Paul, Weiss, Rifkind, Wharton & Garrison LLP and Jeremy Fraiberg of Osler, Hoskin & Harcourt LLP. Computershare Investor Services Inc. acted as transfer agent and Kingsdale Advisors acted as information agent to Great Canadian Gaming Corporation for a fee of CAD 0.2 million. TD Securities LLC acted as financial advisor to Apollo Global Management, Inc. (NYSE:APO). Perry Dellelce, Mark Wilson and Al Wiens of Wildeboer Dellelce LLP acted as legal advisor CI Global Asset Management.

Apollo Global Management, Inc. (NYSE:APO) completed the acquisition of Great Canadian Gaming Corporation (TSX:GC) on September 22, 2021. As a result of the completion of the merger, shares of Great Canadian's common stock no longer trade on the Toronto Stock Exchange. Anthony "Tony" Rodio has been named Chief Executive Officer of Great Canadian, effective immediately.