International Game Technology Announces Expiration of Hart-Scott-Rodino Act Waiting Period

Rhea-AI Summary

International Game Technology (IGT) announced the expiration of the Hart-Scott-Rodino Act waiting period for its previously announced transaction. The deal involves IGT's Gaming & Digital business and Everi Holdings being acquired by a new holding company owned by Apollo Global Management funds. The waiting period expired on November 20, 2024, marking a significant milestone toward completing the transaction. The deal is expected to close by the end of Q3 2025, subject to additional regulatory approvals and conditions.

Positive

• HSR Act waiting period expiration removes a major regulatory hurdle for the transaction
• Transaction remains on track for planned Q3 2025 completion

Negative

• None.

Insights

Legal Expert

The HSR clearance marks a significant milestone in IGT's strategic separation and merger transaction. This regulatory approval removes a major antitrust hurdle for the $4 billion deal structure where Apollo will acquire both IGT's gaming division and Everi Holdings. While this clearance is crucial, several other regulatory approvals remain pending, including gaming licenses across multiple jurisdictions. The extended timeline to Q3 2025 suggests complex regulatory requirements ahead. The transaction's structure, combining two major gaming technology providers under Apollo's ownership, required careful antitrust scrutiny to ensure market competition preservation. The successful HSR clearance indicates regulators found no significant competitive concerns in the proposed market consolidation.

LONDON, Nov. 21, 2024 /PRNewswire/ -- International Game Technology PLC ("IGT") (NYSE: IGT) 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 transaction (the "Proposed Transaction") whereby IGT's Gaming & Digital business ("IGT Gaming") and Everi Holdings Inc. (NYSE: EVRI) will be simultaneously acquired by a newly formed holding company owned by funds managed by affiliates of Apollo Global Management, Inc. (NYSE: APO).

The applicable waiting period under the HSR Act expired at 11:59 p.m., Eastern time, on November 20, 2024. The expiration of the waiting period under the HSR Act satisfies an important condition necessary for the completion of the Proposed Transaction, which is expected to close by the end of the third quarter of 2025, and remains subject to other conditions and regulatory approvals.

About IGT
IGT (NYSE:IGT) is a global leader in gaming. We deliver entertaining and responsible gaming experiences for players across all channels and regulated segments, from Lotteries and Gaming Machines to Sports Betting and Digital. Leveraging a wealth of compelling content, substantial investment in innovation, player insights, operational expertise, and leading-edge technology, our solutions deliver unrivaled gaming experiences that engage players and drive growth. We have a well-established local presence and relationships with governments and regulators in more than 100 jurisdictions around the world, and create value by adhering to the highest standards of service, integrity, and responsibility. IGT has approximately 11,000 employees. For more information, please visit www.igt.com.

Cautionary Statement Regarding Forward-Looking Statements
This news release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, related to Proposed Transaction. All statements other than statements of historical fact are forward-looking statements for purposes of federal and state securities laws. These forward-looking statements involve risks and uncertainties that could significantly affect the financial or operating results of IGT. These forward-looking statements may be identified by terms such as "anticipate," "believe," "could," "estimate," "expect," "forecast," "foresee," "intend," "may," "plan," "project," "should," "will," and "would" and the negative of these terms or other similar expressions. Forward-looking statements in this news release include, among other things, statements about the anticipated steps associated with, and the ability of the Parties to consummate, the Proposed Transaction. These forward-looking statements involve substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, among other things, risks related to the possibility that the conditions to the consummation of the Proposed Transaction will not be satisfied in the anticipated timeframe or at all; risks related to the ability to realize the anticipated benefits of the Proposed Transaction; the ability to retain and hire key personnel; negative effects of the announcement or failure to consummate the Proposed Transaction on the market price of IGT's ordinary shares and on IGT's operating results; the occurrence of any event, change or other circumstances that could give rise to the termination of the separation and sale agreement and/or the merger agreement relating to the Proposed Transaction; significant transaction costs, fees, expenses and charges; operating costs, customer loss, and business disruption (including, without limitation, difficulties in maintaining employee, customer, or other business, contractual, or operational relationships following the Proposed Transaction announcement or closing of the Proposed Transaction and the diversion of the attention of the management team of IGT from its ongoing business); failure to consummate or delay in consummating the Proposed Transaction for any reason; risks relating to any resurgence of the COVID-19 pandemic or similar public health crises; risks related to competition in the gaming and lottery industries; dependence on significant licensing arrangements, customers, or other third parties; risks related to the financing of the Proposed Transaction; economic changes in global markets, such as currency exchange, inflation and interest rates, and recession; government policies (including policy changes affecting the gaming industry, taxation, trade, tariffs, immigration, customs, and border actions) and other external factors that IGT cannot control; regulation and litigation matters relating to the Proposed Transaction; unanticipated adverse effects or liabilities from business divestitures; risks related to intellectual property, privacy matters, and cyber security (including losses and other consequences from failures, breaches, attacks, or disclosures involving information technology infrastructure and data); other business effects (including the effects of industry, market, economic, political, or regulatory conditions); and other risks and uncertainties, including, but not limited to, those described in IGT's Annual Report on Form 20-F on file with the U.S. Securities and Exchange Commission (the "SEC") and from time to time in other filed reports including IGT's Reports on Form 6-K.

A further description of risks and uncertainties relating to IGT can be found in its most recent Annual Report on Form 20-F and Reports on Form 6-K, all of which are filed or furnished with the SEC and available at www.sec.gov.

There can be no assurance that the Proposed Transaction will in fact be consummated. IGT does not intend to update the forward-looking statements contained in this news release as a result of new information or future events or developments, except as required by law.

Contact:
Phil O'Shaughnessy, Global Communications, toll free in U.S./Canada +1 (844) IGT-7452; outside U.S./Canada +1 (401) 392-7452
Matteo Selva, Italian media inquiries, +39 366 6803635
James Hurley, Investor Relations, +1 (401) 392-7190

© 2024 IGT

The trademarks and/or service marks used herein are either trademarks or registered trademarks of IGT, its affiliates or its licensors.

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SOURCE International Game Technology PLC

FAQ

When did IGT's Hart-Scott-Rodino Act waiting period expire for the Apollo transaction?

The HSR Act waiting period for IGT's transaction expired at 11:59 p.m., Eastern time, on November 20, 2024.

When is IGT's Gaming & Digital business acquisition by Apollo expected to close?

The transaction is expected to close by the end of the third quarter of 2025.

What companies are involved in IGT's Gaming & Digital business acquisition?

The transaction involves IGT's Gaming & Digital business, Everi Holdings, and Apollo Global Management funds through a newly formed holding company.