AGS Announces Expiration of Hart-Scott-Rodino Act Waiting Period for Acquisition by Affiliates of Brightstar Capital Partners

Rhea-AI Summary

PlayAGS (NYSE: AGS), a global gaming supplier, announced the expiration of the Hart-Scott-Rodino Act waiting period for its pending acquisition by Brightstar Capital Partners. The waiting period expired on December 9, 2024, at 11:59 p.m. Eastern Time, marking a significant milestone in the previously announced acquisition deal valued at $12.50 per share in cash. This development satisfies a important condition for the transaction's completion, which is expected to close in the second half of 2025, subject to additional conditions and regulatory approvals.

Positive

• Acquisition deal values company at $12.50 per share in cash, providing immediate value to shareholders
• Successfully cleared HSR antitrust review, removing a major regulatory hurdle

Negative

• Extended timeline to deal completion (second half 2025) creates execution risk
• Transaction still subject to additional regulatory approvals and conditions

Insights

Legal Expert

The expiration of the HSR waiting period marks a significant regulatory milestone for AGS's $12.50 per share acquisition by Brightstar Capital Partners. This clearance removes a major antitrust hurdle and indicates that federal regulators found no significant competition concerns. However, investors should note that several other regulatory approvals, particularly from gaming authorities, are still pending. The projected closing timeline extending into H2 2025 suggests a complex regulatory process ahead, typical for gaming industry acquisitions where state-by-state approvals are required. The deal's structure as an all-cash transaction at a fixed price limits potential upside but provides certainty for shareholders, assuming all remaining conditions are met.

Financial Analyst

The HSR clearance strengthens the likelihood of this deal's completion, which values AGS at a significant premium to its trading levels before the announcement. With AGS's market cap around $469 million, this transaction represents Brightstar's strategic move into the gaming sector. The extended closing timeline to H2 2025 suggests complex regulatory requirements but also provides deal certainty for investors. The stock is likely to trade close to the $12.50 offer price, with the spread reflecting remaining regulatory risks. This development particularly benefits current shareholders who can now have increased confidence in the deal's completion while maintaining exposure to the gaming sector's growth potential until closing.

LAS VEGAS and NEW YORK, Dec. 11, 2024 (GLOBE NEWSWIRE) -- PlayAGS, Incorporated (NYSE: AGS) (“AGS” or the “Company”), a global gaming supplier of high-performing slot, table, and interactive products, today announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in connection with the previously announced agreement for the Company to be acquired by affiliates of Brightstar Capital Partners (“Brightstar”) for $12.50 per share in cash (the “Proposed Transaction”).

The HSR Act waiting period expired at 11:59 p.m., Eastern Time, on December 9, 2024, satisfying an important condition necessary for the completion of the Proposed Transaction, which is expected to close in the second half of 2025, subject to other conditions and regulatory approvals.

About AGS

AGS is a global company focused on creating a diverse mix of entertaining gaming experiences for every kind of player. Its customer-centric culture and remarkable growth have helped it become one of the most all-inclusive commercial gaming suppliers in the world. Powered by high-performing slot products, an expansive table products portfolio, highly rated online casino content for players and operators, and differentiated service, the Company believes it offers an unmatched value proposition for its casino partners. Learn more at www.playags.com.

About Brightstar Capital Partners

Brightstar Capital Partners is a middle market private equity firm with $4 billion+ AUM that is focused on investing in business services, industrials, consumers, and government services and technology, where Brightstar believes it can drive significant value with respect to the management, operations, and strategic direction of the business. Since its founding in 2015, Brightstar has accumulated extensive experience partnering with family, founder, or entrepreneur-led businesses. Brightstar employs an operationally intensive “Us & Us” approach that leverages its considerable hands-on operational expertise and deep relationship network to help companies reach their full potential. For more information, please visit www.brightstarcp.com.

Forward-Looking and Cautionary Language

This press release contains, and oral statements made from time to time by our representatives may contain, forward-looking statements which include, but are not limited to, all statements that do not relate solely to historical or current facts, such as statements regarding the Company’s expectations, intentions or strategies regarding the timing, completion and effects of the Proposed Transaction. In some cases, these statements include words like: “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” and “ongoing,” or the negatives of these terms, or other comparable terminology intended to identify statements about the future. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. The Company’s expectations and beliefs regarding these matters may not materialize. Actual outcomes and results may differ materially from those contemplated by these forward-looking statements as a result of uncertainties, risks, and changes in circumstances, including, but not limited to, risks and uncertainties related to: the ability of the parties to consummate the Proposed Transaction in a timely manner or at all; the satisfaction (or waiver) of closing conditions to the consummation of the Proposed Transaction, including with respect to the approval of the Company’s stockholders; potential delays in consummating the Proposed Transaction; the ability of the Company to timely and successfully achieve the anticipated benefits of the Proposed Transaction; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the definitive agreement; the effect of the announcement or pendency of the Proposed Transaction on the Company’s business relationships, operating results and business generally; costs related to the Proposed Transaction; the outcome of any legal proceedings that may be instituted against the Company, Brightstar or any of their respective directors or officers related to the definitive agreement or the Proposed Transaction; and the impact of these costs and other liabilities on the cash, property, and other assets available for distribution to the Company’s stockholders. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the caption “Risk Factors” and elsewhere in the Company’s most annual and quarterly reports filed with the SEC, including its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 and any subsequent reports on Form 10-K, Form 10-Q or Form 8-K filed with the SEC from time to time and available at www.sec.gov. These documents can be accessed on the Company’s web page at https://investors.playags.com/financial-information/sec-filings.

The forward-looking statements included in this press release, and in any oral statements made from time to time by our representatives, are made only as of the date hereof or thereof. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

AGS Contact
Julia Boguslawski, Chief Marketing Officer
jboguslawski@PlayAGS.com

Brad Boyer, Senior Vice President of Investor Relations & Corporate Operations
Investors@PlayAGS.com

Brightstar Contact
Craig Thomas, Chief Marketing Officer
cthomas@brightstarcp.com8

FAQ

What is the acquisition price per share for AGS by Brightstar Capital Partners?

Brightstar Capital Partners is acquiring AGS for $12.50 per share in cash.

When did the HSR waiting period expire for AGS's acquisition?

The Hart-Scott-Rodino Act waiting period expired on December 9, 2024, at 11:59 p.m. Eastern Time.

When is AGS's acquisition by Brightstar expected to close?

The acquisition is expected to close in the second half of 2025, subject to additional conditions and regulatory approvals.

What major regulatory hurdle has AGS cleared for its acquisition?

AGS has cleared the Hart-Scott-Rodino Antitrust review, which was an important condition for completing the acquisition.

What remaining conditions need to be met for AGS's acquisition to complete?

While the HSR waiting period has expired, the transaction still requires additional regulatory approvals and must meet other closing conditions.