LAS VEGAS, Nov. 4, 2015 (GLOBE NEWSWIRE) — Everi Holdings Inc. (NYSE:EVRI) (the “Company”) today announced that its wholly owned subsidiary, Everi Payments Inc. (the “Issuer”), has commenced an offer to exchange (the “Exchange Offer”) up to $350.0 million in aggregate principal amount of 10.00% Senior Unsecured Notes due 2022, and related guarantees, which have been registered under the Securities Act of 1933, as amended (the “New Notes”), for an equal aggregate principal amount of its outstanding 10.00% Senior Unsecured Notes due 2022, and related guarantees, which were issued in a private placement (the “Old Private Notes”).
The Old Private Notes are senior unsecured obligations of the Company and are guaranteed by certain of the Company’s domestic subsidiaries (other than the Issuer).
The Old Private Notes were issued under an indenture dated December 19, 2014, as amended, and the New Notes will be issued under the same indenture.
The terms of the New Notes are substantially identical to the Old Private Notes, except that the New Notes, subject to specified conditions, will be freely transferable.
The Company will not receive any cash proceeds from the Exchange Offer.
The sole purpose of the Exchange Offer is to fulfill the Company’s obligations with respect to the registration of the Old Private Notes. Pursuant to a registration rights agreement entered into by the Company in connection with the sale of the Old Private Notes, the Company agreed to file with the Securities and Exchange Commission a registration statement relating to the Exchange Offer pursuant to which the New Notes, containing substantially identical terms to the Old Private Notes, would be offered in exchange for the Old Private Notes that are tendered by the holders of those notes. Any Old Private Notes not tendered for exchange in the Exchange Offer will remain outstanding and continue to accrue interest, but will not retain any rights under the registration rights agreement, except in limited circumstances.
The Exchange Offer will expire at 5:00 p.m., New York City time, on December 4, 2015, unless extended. The Company does not currently intend to extend the expiration date. Old Private Notes tendered pursuant to the Exchange Offer may be withdrawn at any time prior to the expiration of such offer by following the procedures set forth in the Exchange Offer prospectus dated November 4, 2015.
The terms of the Exchange Offer are contained in the Exchange Offer prospectus. Persons with questions regarding the Exchange Offer should contact Deutsche Bank Trust Company Americas at DB Services Americas, Inc., 5022 Gate Parkway, Suite 200, MS: JCK01-0218, Jacksonville, FL 32256, Attention: Reorg. Department; Facsimile: (615) 866-3889; Telephone: (877) 843-9767; E-mail: DB.Reorg@db.com.
This notice does not constitute an offer to sell the New Notes, nor a solicitation for an offer to purchase the New Notes, nor shall there be any offer, solicitation or sale of any New Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Exchange Offer will be made only by means of the Exchange Offer prospectus.
About the Company
The Company is dedicated to providing video and mechanical reel gaming content and technology solutions, integrated gaming payments solutions and compliance and efficiency software. The Company’s Games business provides: (a) comprehensive content, electronic gaming units and systems for Native American and commercial casinos, including the award winning TournEvent® slot tournament solution; and (b) the central determinant system for the video lottery terminals installed at racetracks in the State of New York. The Company’s Payments business provides: (a) access to cash at gaming facilities via Automated Teller Machine cash withdrawals, credit card cash access transactions, point of sale debit card transactions, and check verification and warranty services; (b) fully integrated gaming industry kiosks that provide cash access and related services; (c) products and services that improve credit decision making, automate cashier operations and enhance patron marketing activities for gaming establishments; (d) compliance, audit and data solutions; and (e) online payment processing solutions for gaming operators in states that offer intrastate, Internet-based gaming and lottery activities.
In this press release, the Company makes “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements describe future expectations, plans, results or strategies and can often be identified by the use of terminology such as “may,” “will,” “estimate,” “intend,” “plan,” “continue,” “believe,” “expect,” “anticipate,” “target,” “should,” “could,” “potential,” “opportunity,” “goal,” or similar terminology. These statements are based upon management’s current expectations, assumptions and estimates and are not guarantees of timing, future results or performance. Actual results could differ materially from those stated or implied by these forward-looking statements due to risks and uncertainties associated with the Company’s business including, but not limited to, the risks identified in the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” sections of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, and its Quarterly Report on Form 10-Q for the quarters ended March 31, 2015 and June 30, 2015, as applicable, and the other risks identified from time to time in the Company’s other press releases, reports and filings with the Securities and Exchange Commission. Except as required by applicable law, the Company undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. The Company does not intend, and assumes no obligation, to update any forward-looking statements.
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