Everi Holdings Inc. (NYSE:EVRI) Files An 8-K Regulation FD Disclosure
Item 7.01.Regulation FD Disclosure.

On November14, 2017, Everi HoldingsInc. (the “Company”), issued a press release announcing that its wholly-owned subsidiary, Everi Payments Inc., intends to offer, subject to market and other conditions, $375.0million in aggregate principal amount of senior unsecured notes due 2025 (the “Notes”). The Notes will be guaranteed on a senior unsecured basis by the Company and certain of the Company’s direct and indirect domestic subsidiaries. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Company intends to use the net proceeds from the Notes 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 Notes will be offered and sold only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in accordance with 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.

The information contained under Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1 (the “Report”), is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

This Report 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 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 7.01. Financial Statements and Exhibits.

99.1 Press Release of Everi HoldingsInc. dated November14, 2017

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EXHIBITINDEX

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Everi Holdings Inc. Exhibit
EX-99.1 2 d478926dex991.htm EX-99.1 EX-99.1 Exhibit 99.1   EVERI LAUNCHES PRIVATE OFFERING OF $375.0 MILLION SENIOR UNSECURED NOTES DUE 2025 Las Vegas,…
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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.