888 Holdings plc (LSE:888) entered into an agreement to acquire International (non-US) business of William Hill Limited for £2.2 billion on September 9, 2021. Under terms of transaction, Consideration of £2.2 billion, which includes £0.7 billion relating to the assumption of existing William Hill Limited (WHI) bonds, and £0.1 billion of IFRS-16 capitalized leases. After the repayment of debt and other working capital adjustments, Caesars Entertainment, Inc. (NASDAQ: CZR), parent of William Hill expects to receive net proceeds from the transaction of approximately £835 million. 888 Holding announced that it has entered into an Amendment Deed agreement to acquire International (non-US) business of William Hill Limited for £2 billion on April 7, 2022. Under terms of New agreement, Cash consideration (equity value) payable to the Seller at closing reduced from £834.9 million to £584.9 million. Agreement to pay up to £100 million in deferred consideration in 2024, conditional upon the Enlarged Group achieving a minimum level of Adjusted EBITDA for the 12-month period ending 31 December 2023 (the "Deferred Consideration"), For the maximum amount of £100 million in Deferred Consideration to become payable, the 2023 EBITDA must be more than or equal to GBP £428 million If payable, 888 may elect to satisfy all or any proportion of the Deferred Consideration in cash or by the issuance by 888 of new Ordinary Shares to the Seller. In order to fund the Acquisition, 888 has obtained fully committed debt financing from J.P. Morgan, Morgan Stanley and Mediobanca of approximately £2.1 billion, which includes approximately £1.64 billion (equivalent) of term loans and approximately £500 million (equivalent) of bridge loans/senior secured notes. 888 has also obtained a fully committed revolving credit facility of £150 million. To create a more beneficial long-term capital structure, 888 expects to raise approximately £500 million of gross proceeds by issuing new equity via a capital raise ("Capital Raise") to be undertaken at an appropriate time, such that pro forma net leverage ratio is under 4x. On April 7, 2022, To Finance the transaction, 888 intends to issue up to 70.8 million new ordinary shares which expectation to replace the previously funding of approximately £500 million. As of June 23, 2022, 888 Holdings announces its intention, through 888 Acquisitions Limited and 888 Acquisitions LLC (with respect to Facility B only), each a wholly-owned subsidiary of 888 Holdings, to market £1,017 million (equivalent) aggregate principal amount of senior secured indebtedness, comprising (i) a US dollar-denominated term loan B facility maturing in 2028 and (ii) euro-denominated Senior Secured Fixed Rate Notes due 2027 and euro-denominated Senior Secured Floating Rate Notes due 2028. In addition, 888 Acquisitions Limited expects to enter into a £401 million (equivalent) euro-denominated term loan A facility and a £358 million GBP-denominated term loan A facility, each maturing in 2028, which are anticipated to be initially held and funded by one or more of the underwriters. 888 Acquisitions Limited also expects to enter into a £150 million multicurrency revolving credit facility, which is expected to be undrawn on the issue date, maturing in 2028. 888 Holdings expects to use the gross proceeds of the Offering, together with borrowings under the Senior Facilities and existing cash reserves (including the net proceeds of approximately £159 million resulting from the placing of new shares in April 2022) for the purposes of financing or refinancing (i) the purchase price for the proposed acquisition by 888 of International (Non-US) business, (ii) the repayment of certain existing indebtedness of International (Non-US) business, (iii) the payment of fees and expenses in connection with the transactions and (iv) with respect to the revolving credit facility, the service of ongoing working capital needs.

The board of directors currently expects no changes to 888's existing dividend policy (50% of adjusted net profits) following Completion. 888 will pay a compensation amount of £14.9 million if agreement is terminated. The listing of 888's ordinary shares on the premium listing segment of the Official List will be cancelled upon Completion. Applications will be made to the FCA for the ordinary shares to be re-admitted to the premium listing segment of the Official List and to the London Stock Exchange to be re-admitted to trading on the main market for listed securities ("Re-admission"). Re-admission is expected to occur immediately following (or as soon as practicable after) Completion. For the year ending December 29, 2020, the business reported revenue of £1157 million, operating profit of £130.6 million, net profit of £88.2 million, total assets of £1,688.6 million and net assets of £351.2 million. The Group has appointed Guy Cohen as Senior Vice President, Director of Integration, to work alongside a senior team from William Hill to advance integration preparations. Guy formerly served as Senior Vice President, Head of B2C at 888, and will continue to report to Itai Pazner, Chief Executive Officer. William Hill's Chief Executive Officer, Ulrik Bengtsson to depart when 888 holdings deal closes and will hand over to Itai Pazner, Chief Executive Officer of 888 Holdings.

Completion of the Acquisition is conditional upon, approval by 888 shareholders at the General Meeting by ordinary resolution, the FCA's approval of the Re-admission, relevant gaming-related approvals being obtained, relevant anti-trust approval being obtained and completion of a re-organization of the William Hill to complete the separation of the US and non-US businesses of William Hill. Subject to satisfaction of the Conditions, Completion is expected to occur during the first quarter of 2022. 888 has received unconditional support for the Acquisition from its largest shareholder, the Dalia Shaked Trust for the transaction. The Board has approved the Acquisition under its revised terms and intends to unanimously recommend that 888 shareholders vote in favor of the Resolution at the General Meeting. Transaction is subject to the satisfaction of any remaining conditions to completion. The General Meeting for shareholder approval of the Acquisition is expected to be held in May 2022. As of April 29, 2022, The General Meeting for shareholder approval of the Acquisition is expected to be held in May 16, 2022. As of May 16, 2022, the transaction is approved by the shareholders of 888 Holdings. As per the filing on December 31, 2021, Completion is expected to occur thereafter during Q2 2022. Transaction is now expected to complete in June 2022. Transaction is expected to be value accretive and deliver a post-tax ROIC that exceeds 888's cost of capital in the first full year following the Completion and expected enhancement to 888's adjusted net earnings per share of more than 50% in the first full year following Completion.

Dwayne Lysaght, Nicholas Hall and Jonty Edwards of J.P. Morgan Securities plc and John Orem and Derek Herbert of Stifel, Nicolaus & Company, Incorporated acted as financial advisors and Herzog Fox & Neeman and Latham & Watkins LLP acted as legal advisors to 888. Deutsche Bank acted as financial advisor, Yohan Liyanage, Alaister Johnson, Iain Fenn and Ian Hunter of Linklaters acted as legal advisor to Caesars Entertainment, Inc.

888 Holdings plc (LSE:888) completed the acquisition of International (non-US) business of William Hill Limited on July 1, 2022.