M&A - Everi Holdings Inc.

Form Type: 8-K

Filing Date: 2025-07-01

Corporate Action: Merger

Type: New

Accession Number: 000119312525153550

Filing Summary: On July 1, 2025, Everi Holdings Inc. completed a merger with International Game Technology (IGT) and associated entities, resulting in the acquisition of Everi and IGT's Gaming & Digital business by Voyager Parent, LLC. As part of this transaction, Everi repaid all outstanding debts, terminated its existing credit agreement, and fully redeemed its 5.000% Senior Unsecured Notes due 2029. The merger included the automatic conversion of Everi's common stock into a cash payment of $14.25 per share. This merger led to the delisting of Everi's stock from the New York Stock Exchange and the amendment of the company's articles of incorporation. A change in control occurred as Everi became a wholly owned subsidiary of Buyer. The board of directors underwent significant changes, with several members departing following the merger. The transaction was outlined in various definitive agreements, highlighting a strategic restructuring in the gaming sector.

Form Type: POS AM

Filing Date: 2025-07-01

Corporate Action: Merger

Type: Update

Accession Number: 000119312525154000

Filing Summary: On July 1, 2025, Everi Holdings Inc. filed a Post-Effective Amendment to deregister unsold securities that were previously registered under Registration Statement 333-271055. This amendment follows a series of transactions conducted among Everi Holdings Inc., International Game Technology PLC (IGT), and other parties, resulting in the acquisition of Everi and IGT's Gaming & Digital business by Voyager Parent, LLC (the 'Buyer'). The transactions included the separation of IGT's assets and liabilities related to its Gaming and Digital business, followed by the acquiescing of Buyer purchasing Spinco's units and IGT Canada Solutions ULC's stock. Ultimately, Buyer Sub merged into Everi, with Everi remaining as a wholly owned subsidiary of the Buyer. Consequently, all of Everi's securities are considered terminated under Section 12(b) of the Securities Exchange Act of 1934. This filing also marks the end of offerings under the current registration statements.

Form Type: POS AM

Filing Date: 2025-07-01

Corporate Action: Merger

Type: Update

Accession Number: 000119312525154001

Filing Summary: Everi Holdings Inc. has filed a Post-Effective Amendment No. 1 to deregister unsold securities under the previously filed Registration Statement on Form S-3 (No. 333-235347). This filing follows a series of transactions completed on July 1, 2025, where Everi and IGT’s Gaming & Digital business were acquired by Voyager Parent, LLC. The transaction involved the transfer of IGT's assets and liabilities to a subsidiary called Spinco, an equity sale of Spinco's units to Buyer, and the final merger between Everi Holdings Inc. and Voyager Merger Sub, Inc., with Everi continuing as a subsidiary of Voyager. As a result of this merger and subsequent delisting, Everi is terminating all current offerings of its securities under the Securities Act of 1933. Upon this amendment, no securities will remain registered for sale under the Registration Statement.

Form Type: S-8 POS

Filing Date: 2025-07-01

Corporate Action: Merger

Type: New

Accession Number: 000119312525154005

Filing Summary: On July 1, 2025, Everi Holdings Inc. completed a merger with International Game Technology PLC and related entities. This merger involved a separation where IGT transferred the majority of its assets related to the Gaming and Digital business to a subsidiary, Spinco, which assumed the liabilities. Following the separation, Buyer acquired all outstanding equity of Spinco and IGT's interests in Canada. Subsequently, Buyer Sub was merged into Everi, with Everi continuing as a wholly owned subsidiary of the Buyer. This transaction resulted in the termination of Everi’s security registrations and deregistration of its common stock shares that remain unsold from prior registrations under the Securities Act of 1933. The Post-Effective Amendment was filed to formalize this termination of offerings of its securities, ensuring that no shares would remain registered for sale.

Form Type: S-8 POS

Filing Date: 2025-07-01

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525154008

Filing Summary: On July 1, 2025, Everi Holdings Inc. filed Post-Effective Amendment No. 1 to deregister shares of its common stock registered under multiple previous Form S-8 filings. This follows a series of transactions whereby Everi and IGT's Gaming & Digital business were acquired by Voyager Parent, LLC. The agreement involved the transfer of IGT's assets to Spinco and subsequent equity sales before merging Buyer Sub with Everi, resulting in Everi becoming a wholly owned subsidiary of Buyer. Consequently, this filing terminates all offerings of Everi's securities under the existing registration statements. The document includes details on prior IGT registration statements and affirms that with this amendment, no shares will remain registered for sale under the stopped offerings.

Form Type: S-8 POS

Filing Date: 2025-07-01

Corporate Action: Merger

Type: New

Accession Number: 000119312525154019

Filing Summary: On July 1, 2025, Everi Holdings Inc. completed a merger with International Game Technology PLC and its Gaming & Digital business, resulting in Everi being acquired by a company owned by Apollo Global Management funds. This activity followed the transfer of IGT's assets and liabilities to Ignite Rotate LLC (Spinco), which was subsequently acquired by Buyer. Prior to the merger, all outstanding shares of Spinco were sold and a separate transaction involving IGT Canada Solutions was completed. Following these transactions, Everi's common stock is being deregistered due to the termination of all offerings pursuant to its existing registration statements.

Form Type: S-8 POS

Filing Date: 2025-07-01

Corporate Action: Merger

Type: New

Accession Number: 000119312525154020

Filing Summary: On July 1, 2025, Everi Holdings Inc. (Registrant) completed the merger with Voyager Parent, LLC, resulting from definitive agreements executed on July 26, 2024. The merger involved IGT's Gaming & Digital business being acquired, with IGT transferring its assets to Spinco, which subsequently became owned by Buyer. This led to the equity sale where Buyer purchased Spinco, followed by the merger of Buyer Sub into Everi, with Everi surviving as a wholly owned subsidiary of Buyer. As part of the merger, Everi is terminating its securities offerings and deregistering its shares under various previous registration statements. The Post-Effective Amendment has been filed to deregister any unsold shares. Upon effectiveness, no shares of common stock will remain registered for sale under these statements.

Form Type: S-8 POS

Filing Date: 2025-07-01

Corporate Action: Merger

Type: New

Accession Number: 000119312525154031

Filing Summary: On July 1, 2025, Everi Holdings Inc. filed a Post-Effective Amendment No. 1 to deregister unsold shares of its common stock under various previously filed Registration Statements. This action follows a series of transactions involving IGT and Buyer, which resulted in Everi and IGT’s Gaming & Digital business being acquired. Specifically, IGT transferred its assets to Spinco, following which Buyer purchased Spinco and IGT's Canadian subsidiary. Consequently, a merger occurred wherein Buyer Sub merged with Everi, with Everi continuing as a wholly owned subsidiary of Buyer. This merger necessitated the termination of all offerings of securities under the Registration Statements, leading to this filing to terminate the effectiveness of such registrations and deregistering any remaining unsold shares of common stock. No shares of common stock will remain registered for sale pursuant to these Registration Statements after the effectiveness of this amendment.

Form Type: S-8 POS

Filing Date: 2025-07-01

Corporate Action: Merger

Type: New

Accession Number: 000119312525154035

Filing Summary: On July 1, 2025, Everi Holdings Inc. filed a Post-Effective Amendment No. 1 to Form S-8 to deregister all shares of its common stock that remain unsold under multiple previously filed Registration Statements. This action is associated with the merger involving Everi and International Game Technology PLC (IGT), where certain transactions were completed whereby Everi and IGT's Gaming & Digital business were acquired by Voyager Parent, LLC. The transaction included the transfer of assets and liabilities from IGT to a wholly owned subsidiary, Spinco, followed by the merger of Buyer Sub with Everi, which will survive as a wholly owned subsidiary of Buyer. Consequently, the Registrant is terminating its securities offerings and deregistering all outstanding shares under the Registration Statements. Upon effectiveness of this amendment, no shares will remain registered for sale.

Form Type: S-8 POS

Filing Date: 2025-07-01

Corporate Action: Merger

Type: New

Accession Number: 000119312525154037

Filing Summary: On July 1, 2025, Everi Holdings Inc. completed a merger transaction involving International Game Technology PLC (IGT) and Apollo Global Management. This merger was part of a series of agreements executed on July 26, 2024. IGT's Gaming & Digital business assets were transferred to a newly formed subsidiary, Ignite Rotate LLC, which then was acquired by Voyager Parent, LLC, an entity managed by Apollo. Subsequently, Voyager Merger Sub, Inc. merged with Everi Holdings, resulting in Everi becoming a wholly owned subsidiary of Apollo. Following this merger, Everi is terminating its securities offerings under the Securities Act of 1933, which includes the deregistration of shares remaining unsold from various previous registration statements.

Form Type: S-8 POS

Filing Date: 2025-07-01

Corporate Action: Merger

Type: Update

Accession Number: 000119312525154040

Filing Summary: On July 1, 2025, Everi Holdings Inc. filed a Post-Effective Amendment No. 1 to its Form S-8 Registration Statements to deregister shares of its common stock which remain unsold under several previous Registration Statements. This action is in relation to a completed merger involving International Game Technology PLC (IGT) and its Gaming & Digital business, which were simultaneously acquired by Voyager Parent, LLC and its subsidiaries. The transactions included the transfer of assets and liabilities of IGT's Gaming and Digital business to a subsidiary called Spinco, followed by an equity sale and a merger where Buyer Sub was merged with Everi, resulting in Everi becoming a wholly owned subsidiary of Buyer. As a consequence, Everi is terminating all offerings of its securities and deregistering any unsold shares as per the Securities Act regulations.

Form Type: S-8 POS

Filing Date: 2025-07-01

Corporate Action: Merger

Type: New

Accession Number: 000119312525154041

Filing Summary: On July 1, 2025, Everi Holdings Inc. filed a Post-Effective Amendment to deregister all shares of its common stock that remain unsold under multiple Form S-8 registration statements. This action is linked to a merger involving Everi Holdings Inc., International Game Technology PLC (IGT), and its subsidiaries. As part of the transaction executed via definitive agreements on July 26, 2024, IGT's Gaming & Digital business was transferred to a subsidiary while simultaneously, Buyer Sub merged with Everi Holdings Inc., making it a wholly owned subsidiary of Buyer. Consequently, Everi is terminating all offerings of its securities, resulting in the deregistration of any unsold shares under the existing registration statements as of the effectiveness of this amendment. Upon this filing, no shares will remain registered for sale under these Registration Statements.

Form Type: S-8 POS

Filing Date: 2025-07-01

Corporate Action: Merger

Type: Update

Accession Number: 000119312525154046

Filing Summary: On July 1, 2025, Everi Holdings Inc. filed a Post-Effective Amendment to Form S-8 to deregister all shares of its common stock that remain unsold under various previously filed Registration Statements. This action is part of a larger transaction involving the merger of Everi and the Gaming & Digital business of International Game Technology PLC (IGT) with Voyager Parent, LLC. The merger includes the transfer of substantial assets and liabilities to a subsidiary of IGT, followed by the merger of Everi into a wholly owned subsidiary of Buyer, effectively making it a part of the Buyer’s portfolio. This document indicates a strategic shift for Everi, leading to its securities' deregistration and a termination of all offerings of its securities under the stated registration statements, requiring compliance with securities laws under the Securities Act of 1933.

Form Type: S-8 POS

Filing Date: 2025-07-01

Corporate Action: Merger

Type: Update

Accession Number: 000119312525154047

Filing Summary: On July 1, 2025, Everi Holdings Inc. completed significant transactions resulting in its acquisition along with IGT's Gaming & Digital business by Buyer, a subsidiary of Apollo Global Management, Inc. The process involved several steps including a Separation where IGT transferred its assets to Spinco, a subsidiary, followed by an Equity Sale and Canada Sub Equity Interests Sale. The transactions culminated in a merger where Buyer Sub merged with Everi, making it a direct wholly owned subsidiary of Buyer. This Post-Effective Amendment aims to deregister all unsold shares of common stock under various S-8 registration statements as a result of the merger and the planned delisting of the company's securities.

Form Type: S-8 POS

Filing Date: 2025-07-01

Corporate Action: Merger

Type: Update

Accession Number: 000119312525154050

Filing Summary: On July 1, 2025, Everi Holdings Inc. completed transactions where its Gaming & Digital business was acquired by Buyer, a company associated with Apollo Global Management, Inc. This included a separation of IGT’s Gaming and Digital assets to a newly formed subsidiary, Spinco. Following this, Buyer purchased units of Spinco and other equity interests. The final step involved the merger of Buyer Sub with Everi Holdings, surviving as a wholly owned subsidiary of Buyer. Consequently, Everi is deregistering all unsold shares of its common stock across multiple previously filed S-8 registration statements, essentially terminating their effectiveness and ceasing to offer its securities.

Form Type: 8-K

Filing Date: 2025-03-21

Corporate Action: Merger

Type: New

Accession Number: 000131856825000010

Filing Summary: On March 20, 2025, Everi Holdings Inc. reappointed Michael D. Rumbolz as Executive Chair of the Board of Directors, effective April 1, 2025. The agreement outlines his compensation, including monthly cash, a discretionary bonus based on performance, and equity compensation valued at approximately $205,000, contingent upon a merger transaction. This merger is described in a related Agreement and Plan of Merger with International Game Technology PLC and other parties. The agreement contains non-compete and non-solicitation clauses for Mr. Rumbolz following his employment termination. The document refers to the closing of the proposed merger transaction as pivotal for certain aspects of his remuneration.