Everi Holdings Inc. (NYSE:EVRI) Files An 8-K Entry into a Material Definitive Agreement

Everi Holdings Inc. (NYSE:EVRI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.Entry into a Material Definitive Agreement.

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On November 20, 2017, Everi HoldingsInc. (the “Company”), as guarantor, and its wholly-owned subsidiary, Everi Payments Inc. (“Everi Payments”), as issuer, entered into a Purchase Agreement (the “Purchase Agreement”) with certain of the Company’s direct and indirect domestic subsidiaries, as guarantors (the “Guarantors”), and Jefferies LLC and Macquarie Capital (USA) Inc. (the “Initial Purchasers”). Under the Purchase Agreement, Everi Payments will issue and sell to the Initial Purchasers (the “Offering”) $375.0million in aggregate principal amount of its 7.50% senior unsecured notes due 2025 (the “Notes”), for resale to qualified institutional buyers to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons outside the United States to Regulation S under the Securities Act. The Notes and guarantees thereof will not be registered under the Securities Act or the securities laws of any state or other jurisdictions, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

Everi Payments intends to use the proceeds from the Offering, together with cash on hand, to redeem in full its existing $350.0million of 10.00% Senior Unsecured Notes due 2022 in accordance with their terms and pay related fees and expenses.

The Purchase Agreement includes customary representations, warranties, covenants and agreements, including an agreement by Everi Payments and the Guarantors to indemnify the Initial Purchasers against certain liabilities. The closing of the Offering is subject to the satisfaction of certain customary closing conditions contained in the Purchase Agreement and, as a result, there can be no assurance that the Offering will be completed.

Item 1.01.Other Events.

On November 20, 2017, the Company issued a press release announcing the pricing of the previously announced private offering by Everi Payments of the Notes. The Company anticipates that the Offering will close on December5, 2017, subject to the satisfaction of customary closing conditions. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information contained under Item 1.01 in this Current Report on Form 8-K, including Exhibit 99.1 does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful. Any offers of the Notes will be made only by means of a private offering memorandum.

Cautionary Information Regarding Forward-Looking Statements

This Current Report on Form 8-K, including Exhibit 99.1 (the “Report”), contains “forward-looking statements” as defined in the U.S. Private Securities Litigation Reform Act of 1995. In this context, forward-looking statements often address our expected future business and financial performance, and often contain words such as “goal,” “target,” “future,” “estimate,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “project,” “may,” “should,” or “will” and similar expressions to identify forward-looking statements.

The forward-looking statements in this Report are subject to additional risks and uncertainties, including those set forth under the heading “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our filings with the Securities and Exchange Commission (the “SEC”), including, without limitation, our Annual Report on Form 10-K for the fiscal year ended December31, 2016 filed with the SEC on March14, 2017 and subsequent periodic reports, and are based on information available to us on the date hereof.

These cautionary statements qualify our forward-looking statements and you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statement contained herein speaks only as of the


date on which it is made, and we do not intend, and assume no obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 1.01. Financial Statements and Exhibits.

(d) Exhibits.
99.1 Press Release of Everi HoldingsInc. dated November 20, 2017




Everi Holdings Inc. Exhibit
EX-99.1 2 d408815dex991.htm EX-99.1 EX-99.1 Exhibit 99.1   EVERI ANNOUNCES PRICING OF $375.0 MILLION 7.50% SENIOR UNSECURED NOTES DUE 2025 Las Vegas,…
To view the full exhibit click here

About Everi Holdings Inc. (NYSE:EVRI)

Everi Holdings Inc., formerly Global Cash Access Holdings, Inc., is a holding company. The Company operates through subsidiaries, including Everi Games Holding Inc. and Everi Payments Inc. It provides video and mechanical reel gaming content and technology solutions, integrated gaming payments solutions, and compliance and efficiency software. It operates through two business segments: Games and Payments. Its Games segment provides solutions, including leased gaming equipment; sales and maintenance related services of gaming equipment; gaming systems, and ancillary products and services. The Payments segment provides solutions directly to gaming establishments to offer their patrons cash access related services and products, including access to cash at gaming facilities through automatic teller machine (ATM) cash withdrawals and point of sale debit card transactions, among others; check-related services; fully integrated kiosks and maintenance services, and other ancillary offerings.

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