M&A - PlayAGS, Inc.

Form Type: 8-K

Filing Date: 2025-06-30

Corporate Action: Merger

Type: New

Accession Number: 000119312525152781

Filing Summary: On June 30, 2025, PlayAGS, Inc. completed a merger with Bingo Holdings I, LLC and Bingo Merger Sub, Inc. pursuant to the Agreement and Plan of Merger dated May 8, 2024. Merger Sub merged with and into PlayAGS, with PlayAGS surviving the merger as a wholly owned subsidiary of Parent. Following the merger, each share of PlayAGS common stock was converted into a right to receive $12.50 in cash. The company also terminated its existing credit agreements and entered into a new Credit Agreement for $775 million, secured by its assets. The merger resulted in a change of control, with the former directors ceasing their roles. Additionally, the NYSE was notified to remove PlayAGS common stock from listing. The company issued a press release announcing the completion of the merger.

Form Type: S-8 POS

Filing Date: 2025-06-30

Corporate Action: Merger

Type: Update

Accession Number: 000119312525152808

Filing Summary: On June 30, 2025, PlayAGS, Inc. announced a merger with Bingo Holdings I, LLC, an affiliate of Brightstar Capital Partners, and Bingo Merger Sub, Inc., a wholly owned subsidiary of Parent. As a result of the merger, PlayAGS has become a wholly owned subsidiary of Bingo Holdings I, LLC. This Post-Effective Amendment No. 1 to the Form S-8 Registration Statements deregisters any unsold or unissued securities under previously filed Registration Statements, specifically Registration Nos. 333-222740, 333-249929, and 333-266224, which registered securities under the PlayAGS, Inc. Omnibus Incentive Plan and the AP Gaming Holdco, Inc. 2014 Long-Term Incentive Plan. The Registrant has terminated any offerings of its securities under these Registration Statements in light of the merger.

Form Type: S-8 POS

Filing Date: 2025-06-30

Corporate Action: Merger

Type: Update

Accession Number: 000119312525152810

Filing Summary: On June 30, 2025, PlayAGS, Inc. completed a merger with Bingo Holdings I, LLC and Bingo Merger Sub, Inc. under the terms set forth in the Agreement and Plan of Merger dated May 8, 2024. Following this merger, PlayAGS has terminated any and all offerings of its securities under its existing registration statements. This post-effective amendment deregisters all unsold or unissued securities previously registered under the Form S-8 filings with the SEC, including those from Registration Statements 333-222740, 333-249929, and 333-266224. PlayAGS, Inc. will now operate as a wholly owned subsidiary of Bingo Holdings I, LLC, which is an affiliate of Brightstar Capital Partners. The registration statements have been amended to reflect the deregistration of these securities, concluding their effectiveness.

Form Type: S-8 POS

Filing Date: 2025-06-30

Corporate Action: Merger

Type: Update

Accession Number: 000119312525152811

Filing Summary: On June 30, 2025, PlayAGS, Inc. completed a merger where Bingo Merger Sub, Inc., a wholly owned subsidiary of Bingo Holdings I, LLC, merged with PlayAGS, Inc., resulting in PlayAGS becoming a wholly owned subsidiary of Bingo Holdings. This document serves as a Post-Effective Amendment to deregister any unsold securities previously registered under certain S-8 registration statements, including those for the Omnibus Incentive Plan and the AP Gaming Holdco, Inc. 2014 Long-Term Incentive Plan. It covers registration statements Nos. 333-222740, 333-249929, and 333-266224, detailing the shares of common stock that were registered but remain unissued following the merger, effectively terminating any current offerings under these statements.

Form Type: 8-K

Filing Date: 2025-03-17

Corporate Action: Merger

Type: New

Accession Number: 000143774925008007

Filing Summary: PlayAGS, Inc. has entered into a Merger Agreement with Bingo Holdings I, LLC and Bingo Merger Sub, Inc. to merge with the Company, which will survive as a wholly owned subsidiary of Bingo Holdings. The Agreement outlines a proposed transaction with financing commitments from Barclays Bank PLC, Citizens Bank, N.A., and Jefferies Finance LLC, totaling $775 million for a term loan, $75 million for a delayed draw term loan facility, and $100 million for a revolving credit facility to cover merger considerations. The anticipated closing of the merger is expected in the second half of 2025, subject to regulatory approvals and conditions, along with various risks identified regarding the transaction's completion and impact on the Company's operations.

Form Type: 10-K

Filing Date: 2025-03-06

Corporate Action: Merger

Type: Update

Accession Number: 000143774925006461

Filing Summary: PlayAGS, Inc. has proposed a merger with Brightstar Capital Partners. The merger is anticipated to bring about significant changes to the company, with potential benefits including increased market access and operational efficiencies. The company has highlighted various risk factors that could impact the merger, such as competition, regulatory hurdles, and changes in market dynamics. As of June 30, 2024, the market value of common equity held was $445,653,164. The document also outlines the company's financial performance and discusses significant accumulated debt and losses, affecting its operational capacity and future financing options. PlayAGS reports a history of challenges in maintaining profitability while navigating the complexities of the casino and gaming industry. The discussion includes forward-looking statements concerning the company’s strategic objectives and potential impacts of broader economic conditions on its business.