Supplier News

US – IGT to spin off and merge Global Gaming and PlayDigital businesses with Everi Holdings

By Phil - 29 February 2024

International Game Technology is to separate its Global Gaming and PlayDigital businesses by way of a spin-off and merge with Everi Holdings to create a comprehensive and diverse global gaming and fintech enterprise.

Under the terms of the agreements, at closing, IGT shareholders are expected to own approximately 54 per cent and Everi stockholders are expected to own approximately 46 per cent of the shares in 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 deal values the combined businesses at approximately $6.2bn on an enterprise value basis.

Marco Sala, IGT Executive Chair of the Board, said: “As previously announced, IGT’s Board of Directors embarked on a review of strategic alternatives for our Global Gaming and PlayDigital businesses as a way to unlock the intrinsic value of our portfolio of industry-leading assets. The transaction announced today is a key milestone in that process. The transaction will combine two robust gaming platforms with complementary capabilities, geographic footprints, and enhanced growth opportunities. It also facilitates the separation of IGT’s Global Gaming and PlayDigital businesses from our Global Lottery business, resulting in a pure play global lottery business. After closing, IGT’s shareholders will continue to own one hundred percent of IGT’s Global Lottery business, which is positioned for long-term success, and will own a majority of a combined company that offers global gaming, digital and fintech.”

“We are bringing together two businesses with complementary strengths that are stronger and more valuable together,” added Vince Sadusky, IGT CEO. “The combination results in a comprehensive and diverse product offering, addressing more aspects of the gaming ecosystem across land-based gaming, iGaming, sports betting, and fintech. The creation of separate gaming and lottery companies, each with experienced management teams and simplified business models, better positions each company to service customers and create significant value for stakeholders.” 

Michael Rumbolz, Everi Executive Chairman, said: “We believe this merger combines two highly complementary businesses in a transformational manner, creating a global, land-based and digital gaming, fintech and systems business. We expect the combined company will deliver a comprehensive range of products and services that will engage gaming patrons and drive efficiencies and revenues to our customers.”

The combination is expected to generate significant long-term value for stockholders of the combined company along many dimensions, including a comprehensive and diverse product portfolio, offering a one-stop-shop offering across land-based gaming, iGaming, sports betting, and fintech.

It brings impressive financial scale with projected pro forma 2024 revenue of approximately $2.7bn and projected pro forma 2024 Adjusted EBITDA of approximately $1bn.

It brings an opportunity to leverage the global sales team and distribution network of IGT’s Global Gaming and PlayDigital businesses to bring Everi’s existing content and fintech solutions to customers outside the United States.

The transaction will be executed through a series of steps pursuant to which IGT will spin off a subsidiary owning its Global Gaming and PlayDigital businesses to IGT shareholders. That entity will then combine with Everi, with IGT shareholders receiving shares of Everi common stock and Everi continuing as the parent company. IGT shareholders will receive approximately 103.4 million Everi shares, resulting in an approximate 54 per cent 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 $2.6bn in cash that will be funded with the proceeds of debt incurred by the combined company. IGT expects to allocate approximately $2bn to IGT debt repayment with the remaining amount allocated to separation and divestiture expenses, tax leakage and general corporate purposes. The transaction implies an enterprise value for IGT’s Global Gaming and PlayDigital businesses of approximately $4bn, and an enterprise value for Everi of approximately $2.2bn.

The transaction has been approved unanimously by all voting members of the IGT Board of Directors and Everi Board of Directors and following regulatory approvals, is expected to close in late 2024 or early 2025.

Post-closing, current IGT PLC CEO Vince Sadusky will lead the combined company, which will be headquartered in Las Vegas and managed by a best-in-class management team and top operational leadership from IGT and Everi. Current IGT EVP Strategy and Corporate Development Fabio Celadon will serve as CFO of the combined company. Current Everi CEO Randy Taylor will be a member of the combined company board of directors. Current Everi CFO 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.

Upon the successful completion of the transaction, IGT’s remaining operations will be comprised of its current Global Lottery business and corporate support functions which are well positioned for long-term success. Marco Sala will continue as executive chair of the IGT Board of Directors. Vince Sadusky will continue as IGT PLC CEO until the transaction closes while the Board searches for IGT PLC’s next Global CEO. Max Chiara will continue in his role as CFO and IGT’s remaining executive leadership will remain unchanged with the exception that Renato Ascoli will serve as CEO of IGT’s Global Lottery business

IGT will then change its name and continue to trade on the NYSE under a new ticker symbol

Caption: Michael Rumbolz, Everi Executive Chairman, will be chairman of the board of directors of the combined company