Everi (EVRI) Deregisters 48M Shares After Apollo Buy-Out Closure

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[S-8 POS] Everi Holdings Inc SEC Filing

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[S-8 POS] Everi Holdings Inc SEC Filing

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[S-8 POS] Everi Holdings Inc SEC Filing

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M&A Specialist neutral

Corporate Governance Expert neutral

FAQ

Q: What happens to EVRI stock after deregistration?

Q: Were IGT assets involved in the same transaction?

Why is Everi Holdings (EVRI) deregistering its S-8 shares?

How many shares are being deregistered by Everi's Post-Effective Amendment?

Who acquired Everi Holdings on July 1, 2025?

What happens to EVRI stock after deregistration?

Were IGT assets involved in the same transaction?

Why is Everi Holdings (EVRI) deregistering its S-8 shares?

How many shares are being deregistered by Everi's Post-Effective Amendment?

Who acquired Everi Holdings on July 1, 2025?

What happens to EVRI stock after deregistration?

Were IGT assets involved in the same transaction?

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Why is Everi Holdings (EVRI) deregistering its S-8 shares?

How many shares are being deregistered by Everi's Post-Effective Amendment?

Who acquired Everi Holdings on July 1, 2025?

What happens to EVRI stock after deregistration?

Were IGT assets involved in the same transaction?

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<b>EVRI shares will be delisted</b>; former public shareholders should already have received merger consideration outlined in the July 26, 2024 agreements.

Yes. IGT鈥檚 Gaming &amp; Digital business was separated into Spinco and simultaneously sold to the same Apollo-controlled buyer.

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

S-8 POS

Rhea-AI Filing Summary

Everi Holdings Inc. (EVRI) filed a Post-Effective Amendment No. 1 to twelve prior Form S-8 registration statements to deregister all unsold shares of common stock that had been reserved for various employee equity incentive plans. The action follows the closing on July 1, 2025 of a multi-party transaction in which funds managed by affiliates of Apollo Global Management, Inc. ("Buyer") simultaneously acquired Everi and International Game Technology PLC鈥檚 Gaming & Digital business.

Key deal mechanics outlined in the filing include:

IGT transferred its Gaming & Digital assets to a newly formed subsidiary, Spinco (the 鈥淪eparation鈥�).
Buyer purchased all Spinco equity and, via an affiliate, the shares of IGT Canada Solutions ULC.
Buyer Merger Sub merged with and into Everi, leaving Everi as a wholly owned subsidiary of Buyer (the 鈥淢erger鈥�).

Because Everi鈥檚 common stock will be delisted and deregistered under Section 12(b) of the Exchange Act, the company is terminating all ongoing offerings registered under the Securities Act. Upon effectiveness of this amendment, no shares remain registered for sale under the twelve S-8 statements that originally covered roughly 48 million shares issued since 2006.

The filing is largely administrative: it finalises corporate housekeeping after the buy-out, eliminates potential future share issuance under legacy plans and confirms Everi鈥檚 transition to private ownership.

Everi Holdings Inc. (EVRI)電� 鞚挫爠鞐� 鞝滌稖頃� 12瓯挫潣 Form S-8 霌彪鞁犼碃靹滌棎雽€頃� 氇摖氙疙寪毵� 氤错喌欤� 欤检嫕鞚� 霌彪毵愳唽毳� 鞙勴暅靷泟須牓靾橃爼靹�(Post-Effective Amendment No. 1)毳� 鞝滌稖頄堨姷雼堧嫟. 鞚� 臁办箻電� 2025雲� 7鞗� 1鞚检棎膦呺霅� 雼れ瀽臧� 瓯半灅鞐愳劀鞎勴彺搿� 旮€搿滊矊毵る媹歆€毹柬姼(Apollo Global Management, Inc.)鞚� 瓿勳棿靷皜甏€毽晿電� 韼€霌�(鞚错晿 "毵れ垬鞛�")臧€ Everi鞕€ International Game Technology PLC鞚� Gaming & Digital 靷梾攵€毳� 霃欖嫓鞐� 鞚胳垬頃� 雿� 霐半ジ瓴冹瀰雼堧嫟.

鞁犼碃靹滌棎氇呾嫓霅� 欤检殧瓯半灅雮挫毄鞚� 鞖旍暯頃橂┐:

IGT電� Gaming & Digital 鞛愳偘鞚� 靸堧 靹る頃� 鞛愴殞靷� Spinco搿� 鞚挫爠(鈥滊秳毽€濍澕瓿� 頃�)頄堨姷雼堧嫟.
毵れ垬鞛愲姅 Spinco鞚� 氇摖歆€攵勱臣, 瓿勳棿靷ゼ韱淀暣 IGT Canada Solutions ULC鞚� 欤检嫕鞚� 鞚胳垬頄堨姷雼堧嫟.
Buyer Merger Sub臧€ Everi鞕€ 頃╇硲頃橃棳 Everi臧€ 毵れ垬鞛愳潣 100% 鞛愴殞靷�臧€ 霅橃棃鞀惦媹雼�(鈥滍暕氤戔€�).

Everi鞚� 氤错喌欤茧姅 Exchange Act 鞝�12(b)臁办棎霐半澕靸侅灔韽愳 氚� 霌彪毵愳唽霅橂瘈搿�, 須岇偓電� 歃濌秾氩曥棎霐半澕霌彪霅� 氇摖歆勴枆欷戩澑瓿惦毳� 膦呺頃╇媹雼�. 鞚� 靾橃爼靹滉皜須牓鞚� 氚滌儩頃橂┐, 12瓯挫潣 S-8 霌彪鞁犼碃靹滌棎霌彪霅� 欤检嫕鞚€ 氇憪靻岇霅橂┌, 頃措嫻鞁犼碃靹滊摛鞚€ 2006雲� 鞚错泟鞎� 4,800毵� 欤茧ゼ韽暔頃橁碃鞛堨棃鞀惦媹雼�.

鞚措矆鞝滌稖鞚€ 欤茧 頄夓爼鞝� 鞝堨皑搿�, 鞚胳垬頉� 須岇偓鞝曤Μ毳� 毵堧毽晿瓿� 旮办〈瓿勴殟鞐� 霐半ジ頄ロ泟欤检嫕氚滍枆臧€電レ劚鞚� 鞝滉卑頃橂┌ Everi臧€ 牍勳儊鞛� 須岇偓搿� 鞝勴櫂霅橃棃鞚岇潉頇曥澑頃橂姅雮挫毄鞛呺媹雼�.

Positive

Transaction closure confirmed: Filing evidences that Apollo-backed acquisition of Everi and IGT鈥檚 Gaming & Digital business has successfully closed.
Eliminates dilution overhang: Deregistration of ~48 million unsold shares removes potential future issuance from legacy incentive plans.

Negative

Public float eliminated: Deregistration and delisting end liquidity for former EVRI common shareholders.
Legacy equity plans terminated: Existing employee stock-based incentives under prior plans will no longer be available, possibly affecting retention until new plans are instituted.

TL;DR: Filing merely cleans up equity registrations after Apollo-led buy-out; operational impact already priced in.

This post-effective amendment is a standard step executed once a target is taken private. By deregistering unsold shares from twelve historical S-8s, Everi prevents any inadvertent issuances and satisfies SEC undertakings. The substantive event鈥攖he simultaneous acquisition of Everi and IGT鈥檚 Gaming & Digital unit for a combined enterprise value of roughly $6.2 billion (per prior deal announcements)鈥攃losed today; therefore, all economic effects have already shifted to the buyer group. Remaining public shareholders should already have received their cash or rollover consideration, so today鈥檚 filing has no incremental valuation effect. Nevertheless, it confirms the delisting timetable and signals completion of all closing conditions.

TL;DR: Deregistration terminates legacy incentive plans; employees will migrate to new private-company equity schemes.

Roughly 48 million shares were previously authorised across multiple equity plans dating back to 2005. Their removal eliminates dilution risk to the new owner and simplifies Everi鈥檚 capital structure post-merger. Existing option and RSU holders will have had treatment defined in the merger agreement鈥攖ypically cash-out or substitution鈥攕o the amendment harmonises SEC reporting with that outcome. From a governance standpoint, it demonstrates proper caretaker actions by the former board and CFO Mark Labay, who executed the amendment on closing day. Impact is administrative, but necessary for clean private-company transition.

鞁犼碃靹滌棎氇呾嫓霅� 欤检殧瓯半灅雮挫毄鞚� 鞖旍暯頃橂┐:

IGT電� Gaming & Digital 鞛愳偘鞚� 靸堧 靹る頃� 鞛愴殞靷� Spinco搿� 鞚挫爠(鈥滊秳毽€濍澕瓿� 頃�)頄堨姷雼堧嫟.
毵れ垬鞛愲姅 Spinco鞚� 氇摖歆€攵勱臣, 瓿勳棿靷ゼ韱淀暣 IGT Canada Solutions ULC鞚� 欤检嫕鞚� 鞚胳垬頄堨姷雼堧嫟.
Buyer Merger Sub臧€ Everi鞕€ 頃╇硲頃橃棳 Everi臧€ 毵れ垬鞛愳潣 100% 鞛愴殞靷�臧€ 霅橃棃鞀惦媹雼�(鈥滍暕氤戔€�).

07/01/2025 - 04:37 PM

As filed with the Securities and Exchange Commission on July 1, 2025

Registration No. 333-280586

Registration No. 333-256298

Registration No. 333-218302

Registration No. 333-202798

Registration No. 333-197860

Registration No. 333-187199

Registration No. 333-172358

Registration No. 333-165264

Registration No. 333-157512

Registration No. 333-149496

Registration No. 333-140878

Registration No. 333-131904

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-280586

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-256298

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-218302

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-202798

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-197860

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-187199

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-172358

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-165264

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-157512

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-149496

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-140878

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-131904

UNDER

THE SECURITIES ACT OF 1933

Everi Holdings Inc.

(Exact name of the registrant as specified in its charter)


Delaware	Everi Holdings Inc. Amended & Restated 2014 Equity Incentive Plan Global Cash Access Holdings, Inc. 2014 Equity Incentive Plan Multimedia Games Holding Company, Inc. 2012 Equity Incentive Plan Global Cash Access Holdings, Inc. 2005 Stock Incentive Plan Notice of Stock Option Award and Stock Option Award Agreement with Harry C. Hagerty	20-0723270
(State or other jurisdiction of incorporation or organization)	(Full titles of plans)	(I.R.S. Employer Identification No.)
7250 S. Tenaya Way, Suite 100 Las Vegas, Nevada	Mark F. Labay Executive Vice President, Chief Financial Officer and Treasurer Everi Holdings Inc. 7250 S. Tenaya Way, Suite 100 Las Vegas, Nevada 89113 (Name and address of agent for service) (800) 833-7110 (Telephone number, including area code, of agent for service) Copies to: Davina K. Kaile Pillsbury Winthrop Shaw Pittman LLP 2550 Hanover Street Palo Alto, CA 94304 (650) 233-4500	89113
(Address of principal executive offices)		(Zip Code)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) is being filed by Everi Holdings Inc., a Delaware corporation (the “Registrant”) to deregister all shares of the Registrant’s common stock, par value $0.001 per share (“Common Stock”), which are unsold under the following Registration Statements on Form S-8 (each, a “Registration Statement,” and collectively, the “Registration Statements”), filed by the Registrant with the Securities and Exchange Commission:

•

Registration Statement No. 333-280586, filed on June 28, 2024, registering 3,590,000 shares of Common Stock under the Everi Holdings Inc. Amended & Restated 2014 Equity Incentive Plan;

•

Registration Statement No. 333-256298, filed on May 19, 2021, registering 5,000,000 shares of Common Stock under the Everi Holdings Inc. Amended & Restated 2014 Equity Incentive Plan;

•

Registration Statement No. 333-218302, filed on May 26, 2017, registering 3,500,000 shares of Common Stock under the Everi Holdings Inc. Amended & Restated 2014 Equity Incentive Plan;

•

Registration Statement No. 333-202798, filed on March 16, 2015, registering 4,117,917 shares of Common Stock under the Multimedia Games Holding Company, Inc. 2012 Equity Incentive Plan;

•

Registration Statement No. 333-197860, filed on August 5, 2014, registering 10,275,000 shares of Common Stock under the Global Cash Access Holdings, Inc. 2014 Equity Incentive Plan;

•

Registration Statement No. 333-187199, filed on March 12, 2013, registering 3,174,064 shares of Common Stock under the Global Cash Access Holdings, Inc. 2005 Stock Incentive Plan;

•

Registration Statement No. 333-172358, filed on February 18, 2011, registering 1,931,400 shares of Common Stock under the Global Cash Access Holdings, Inc. 2005 Stock Incentive Plan;

•

Registration Statement No. 333-165264, filed on March 5, 2010, registering 2,500,334 shares of Common Stock under the Global Cash Access Holdings, Inc. 2005 Stock Incentive Plan;

•

Registration Statement No. 333-157512, filed on February 25, 2009, registering 2,488,819 shares of Common Stock under the Global Cash Access Holdings, Inc. 2005 Stock Incentive Plan;

•

Registration Statement No. 333-149496, filed on March 3, 2008, registering 2,501,369 shares of Common Stock under the Global Cash Access Holdings, Inc. 2005 Stock Incentive Plan;

•

Registration Statement No. 333-140878, filed on February 26, 2007, registering 2,469,376 shares of Common Stock under the Global Cash Access Holdings, Inc. 2005 Stock Incentive Plan; and

•

Registration Statement No. 333-131904, filed on February 16, 2006, registering 722,215 shares of Common Stock under the Notice of Stock Option Award and Stock Option Award Agreement with Harry C. Hagerty and 6,288,222 shares of Common Stock under the Global Cash Access Holdings, Inc. 2005 Stock Incentive Plan.

On July 1, 2025, pursuant to the terms and conditions of the previously disclosed definitive agreements executed on July 26, 2024 by and among the Registrant, International Game Technology PLC, a public limited company incorporated under the laws of England and Wales (“IGT”), Ignite Rotate LLC, a Delaware limited liability company and a direct wholly owned subsidiary of IGT (“Spinco”), Voyager Parent, LLC, a Delaware limited liability company owned by funds managed by affiliates of Apollo Global Management, Inc. (“Buyer”), and Voyager Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Buyer (“Buyer Sub,” and together with the Registrant, IGT, Spinco, and Buyer, the “Parties”), the Parties completed certain transactions, as a result of which, among other matters, Everi and IGT’s Gaming & Digital business were simultaneously acquired by Buyer.

Pursuant to the terms and subject to the conditions of the definitive agreements:

•

IGT transferred, or caused to be transferred, to Spinco substantially all of the assets, and Spinco assumed substantially all of the liabilities of IGT’s Gaming and Digital business (the “Separation”);

•

Immediately following the Separation and immediately prior to the consummation of the Merger (as defined below), (i) Buyer purchased from IGT, and IGT sold to Buyer, all of the outstanding units of Spinco (the “Equity Sale”); and (ii) Voyager Canada BidCo Limited, an affiliate of Buyer, purchased from IGT, and IGT sold to Voyager Canada BidCo Limited, all of the outstanding shares in the capital stock of IGT Canada Solutions ULC (the “Canada Sub Equity Interests Sale”); and

•

Immediately following the consummation of the Equity Sale and the Canada Sub Equity Interests Sale and at the effective time of the Merger (the “Merger Effective Time”):

•

Buyer Sub was merged with and into the Registrant, with the Registrant surviving the Merger as a direct wholly owned subsidiary of Buyer (the “Merger”).

As a result of the Merger and in connection with the delisting and the deregistration of the Registrant’s securities under Section 12(b) of the Securities Exchange Act of 1934, as amended, the Registrant is terminating all offerings of its securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statements. Pursuant to the undertaking made by the Registrant in the Registration Statements to remove from registration by means of a post-effective amendment any of the securities that had been registered that remain unsold at the termination of the offering, the Registrant is filing this Post-Effective Amendment to terminate the effectiveness of such Registration Statements and to deregister, as of the effectiveness of this Post-Effective Amendment, any and all shares of Common Stock registered thereunder that remain unsold as of the effectiveness date. Upon the effectiveness of this Post-Effective Amendment, no shares of Common Stock will remain registered for sale pursuant to the Registration Statements.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on July 1, 2025.


EVERI HOLDINGS INC.

By:		/s/ Mark F. Labay
		Mark F. Labay Executive Vice President, Chief Financial Officer and Treasurer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Randy L. Taylor, Mark F. Labay, and Todd A. Valli and each of them, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Post-Effective Amendment to the Registration Statements and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Post-Effective Amendment to the Registration Statements has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.


Signature	Title	Date

/s/ RANDY L. TAYLOR	President and Chief Executive Officer and Director	July 1, 2025
Randy L. Taylor	(Principal Executive Officer)

/s/ MARK F. LABAY	Executive Vice President, Chief Financial Officer	July 1, 2025
Mark F. Labay	(Principal Financial Officer) and Treasurer

/s/ TODD A. VALLI	Senior Vice President, Chief Accounting Officer	July 1, 2025
Todd A. Valli	(Principal Accounting Officer)

/s/ MICHAEL D. RUMBOLZ	Executive Chair of the Board	July 1, 2025
Michael D. Rumbolz	Director

/s/ ATUL BALI	Lead Independent Director	July 1, 2025
Atul Bali

/s/ GEOFFREY P. JUDGE	Director	July 1, 2025
Geoffrey P. Judge

/s/ LINSTER W. FOX	Director	July 1, 2025
Linster W. Fox

/s/ MAUREEN T. MULLARKEY	Director	July 1, 2025
Maureen T. Mullarkey

/s/ SECIL TABLI WATSON	Director	July 1, 2025
Secil Tabli Watson

/s/ PAUL FINCH	Director	July 1, 2025
Paul Finch

/s/ DEBRA L. NUTTON	Director	July 1, 2025
Debra L. Nutton

Source:

Because Everi was acquired and will be delisted, the company is terminating all registered offerings and removing unsold shares from registration.

All unsold shares across 12 S-8 statements covering approximately 48 million shares since 2006 are being removed.

Funds managed by affiliates of Apollo Global Management, Inc., through Voyager Parent, LLC, completed the acquisition.

EVRI shares will be delisted; former public shareholders should already have received merger consideration outlined in the July 26, 2024 agreements.

Yes. IGT鈥檚 Gaming & Digital business was separated into Spinco and simultaneously sold to the same Apollo-controlled buyer.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company