EVRI Everi Holdings Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Everi Holdings Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

EVERI HOLDINGS INC.

7250 S. Tenaya Way, Suite 100

Las Vegas, Nevada 89113

(800) 833-7110

Dear Everi Stockholders:

You are cordially invited to attend a special meeting (including any adjournments or postponements thereof, the “Special Meeting”) of the stockholders of Everi Holdings Inc., a Delaware corporation (“Everi,” the “Company,” “we,” “us,” and “our”), to be held at Everi’s corporate headquarters, 7250 S. Tenaya Way, Suite 100, Las Vegas, Nevada 89113, on November 14, 2024, beginning at 9:00 a.m., Pacific Time (unless the Special Meeting is adjourned or postponed).

As previously announced, on July 26, 2024, Everi entered into definitive agreements with 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 (“Buyer”), and Voyager Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Buyer (“Buyer Sub”) with respect to certain transactions (the “Proposed Transaction”). The definitive agreements entered into by the Company in connection with the Proposed Transaction include: (a) an Agreement and Plan of Merger by and among IGT, Spinco, the Company, Buyer, and Buyer Sub (as it may be amended from time to time, the “Merger Agreement”); and (b) a Separation and Sale Agreement by and among IGT, Spinco, the Company, and Buyer (the “Separation and Sale Agreement”), each dated as of July 26, 2024. In addition, to effect the Proposed Transaction, IGT, Spinco, Buyer, and the Company entered into certain ancillary agreements on July 26, 2024, including, among others: (i) a Support Agreement by and among the Company, IGT, Spinco, De Agostini S.p.A., a società per azioni organized under the laws of Italy and the controlling shareholder of IGT (“De Agostini”), and Buyer (the “Support Agreement”); (ii) an Employee Matters Agreement (the “Employee Matters Agreement”); (iii) a Real Estate Matters Agreement (the “Real Estate Matters Agreement”); and (iv) a Tax Matters Agreement (the “Tax Matters Agreement,” and collectively with the Merger Agreement, the Separation and Sale Agreement, the Support Agreement, the Employee Matters Agreement, and the Real Estate Matters Agreement, the “Transaction Documents”).

Under the Proposed Transaction (and subject to the terms and conditions of the Transaction Documents), Buyer will acquire the Company and the IGT Gaming & Digital Business (as defined below) as follows:

De Agostini has entered into a letter agreement with certain affiliates of Buyer, pursuant to which De Agostini will make a minority investment in an indirect parent of Buyer (together with its subsidiaries following the Closing, “Newco”). Buyer will own all of the outstanding Spinco units and IGT Canada Interests following the Equity Sale and Everi following the Merger.

At the Special Meeting, you will be asked to consider and vote on: (a) a proposal to approve the Merger Agreement and the transactions contemplated thereby, including the Merger (the “Merger Agreement Proposal”); (b) a proposal to approve, on an advisory (nonbinding) basis, the “golden parachute” compensation that will or may be paid or become payable to Everi’s named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”); and (c) a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement Proposal at the time of the Special Meeting (the “Adjournment Proposal”).

The Board of Directors of Everi (the “Board of Directors”), after considering the factors more fully described in the enclosed proxy statement, has unanimously: (a) determined that it is in the best interests of Everi and Everi stockholders, and declared it advisable, to enter into the Merger Agreement; (b) approved the execution, delivery, and performance of the Merger Agreement, the other Transaction Documents, and the consummation of the transactions contemplated thereby, including the Merger; (c) recommended that Everi stockholders approve the Merger Agreement and the transactions contemplated thereby, including the Merger; and (d) directed that the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted for consideration by Everi stockholders at the Special Meeting. The Board of Directors unanimously recommends that you vote: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement, and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement. The proxy statement also describes the actions and determinations of the Board of Directors in connection with its evaluation of the Merger Agreement and the transactions contemplated thereby, including the Merger. You should carefully read and consider the entire enclosed proxy statement and its annexes, including the Merger Agreement, as they contain important information about, among other things, the Merger and how it affects you. You may also obtain more information about Everi from documents we file with the United States Securities and Exchange Commission (the “SEC”) from time to time.

Whether or not you plan to attend the Special Meeting, please sign, date, and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (in accordance with the instructions detailed in the section entitled “The Special Meeting—Voting by Proxy or While Attending the Special Meeting” beginning on page 38 of the proxy statement). If you attend the Special Meeting and vote thereat, your vote will revoke any proxy that you have previously submitted.

If your shares are registered directly in your name, you are considered the stockholder of record with respect to those shares. If your shares are held in a stock brokerage account or by a bank or other nominee, then the broker, bank, trust, or other nominee is considered to be the stockholder of record with respect to those shares. However, you are still considered to be the beneficial owner of those shares, and your shares are said to be held in “street name.” Street name holders generally cannot submit a proxy or vote their shares directly and must instead instruct the broker, bank, trust, or other nominee how to vote their shares using the methods described above. Since the proposals are “non-routine matters,” your broker, bank, trust, or other nominee does not have discretionary authority to vote your shares on the proposals. If your shares are held in street name, your broker, bank, trust, or other nominee has enclosed a voting instruction form with the proxy statement. If you hold your shares in street name and give voting instructions to your broker, bank, trust, or other nominee with respect to one of the proposals, but give no instruction as to the other proposal, then those shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to the proposal as to which instructions were given, and will not be voted with respect to any other proposal. We encourage you to authorize your broker, bank, trust, or other nominee to vote your shares “FOR” all of the proposals by following the instructions provided on the enclosed voting instruction form to provide your instructions over the Internet, by telephone, or by signing, dating, and returning the voting instruction form in the postage-paid envelope provided. We encourage you to vote electronically. The failure of any stockholder of record to grant a proxy electronically over the Internet or by telephone, to submit a signed proxy card, or to vote by ballot at the Special Meeting will have the same effect as a vote “AGAINST” the Merger Agreement Proposal and will not have any effect on the Compensation Proposal, and will cause such stockholder’s shares to not be counted for purposes of determining whether a quorum is present for the transaction of business at the Special Meeting. Abstentions will be counted as votes “AGAINST” the Merger Agreement Proposal and the Compensation Proposal. Since all proposals presented to Everi stockholders will be considered non-discretionary, we do not anticipate any broker non-votes at the Special Meeting. Broker non-votes will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the Special Meeting, and otherwise will have no effect on a particular proposal.

The Special Meeting will be held in person at 7250 S. Tenaya Way, Suite 100, Las Vegas, Nevada 89113, on November 14, 2024, beginning at 9:00 a.m., Pacific Time.

Your vote is very important, regardless of the number of shares that you own. We cannot complete the Merger unless the Merger Agreement Proposal is approved by the affirmative vote of the holders of at least a majority of the outstanding shares of Everi common stock entitled to vote thereon at the Special Meeting, where a quorum is present. If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY, 10022

Shareholders, please call toll-free: (877) 750-9497

Banks and Brokerage Firms, please call: (212) 750-5833

We are very excited about the opportunities offered by the Proposed Transaction, and we thank you for your consideration and ongoing support.

October 4, 2024

Neither the SEC nor any state securities regulatory agency has approved or disapproved the transactions described in this document, including the Merger, passed upon the merits or fairness of the Merger, or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated October 4, 2024, and, together with the enclosed form of proxy card, is first being mailed to Everi stockholders on or about October 4, 2024.

EVERI HOLDINGS INC.

7250 S. Tenaya Way, Suite 100

Las Vegas, Nevada 89113

(800) 833-7110

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON NOVEMBER 14, 2024 AT 9:00 A.M., PACIFIC TIME

To the Stockholders of Everi Holdings Inc.:

You are hereby notified that Everi Holdings Inc., a Delaware corporation (“Everi,” the “Company,” “we,” “us,” and “our”), will hold a special meeting of its stockholders on November 14, 2024 at 9:00 a.m., Pacific Time (such special meeting, and any adjournment or postponement thereof, the “Special Meeting”) at Everi’s corporate headquarters, 7250 S. Tenaya Way, Suite 100, Las Vegas, Nevada 89113, for the following purposes:

As previously announced, on July 26, 2024, Everi entered into definitive agreements with IGT, Spinco, Buyer, and Buyer Sub with respect to certain transactions (the “Proposed Transaction”). The definitive agreements entered into by the Company in connection with the Proposed Transaction include: (a) the Merger Agreement; and (b) a Separation and Sale Agreement by and among IGT, Spinco, the Company, and Buyer (the “Separation and Sale Agreement”), each dated as of July 26, 2024. In addition, to effect the Proposed Transaction, IGT, Spinco, Buyer, and the Company entered into certain ancillary agreements on July 26, 2024, including, among others: (i) a Support Agreement by and among the Company, IGT, Spinco, De Agostini S.p.A., a società per azioni organized under the laws of Italy and the controlling shareholder of IGT (“De Agostini”), and Buyer (the “Support Agreement”); (ii) an Employee Matters Agreement (the “Employee Matters Agreement”); (iii) a Real Estate Matters Agreement (the “Real Estate Matters Agreement”); and (iv) a Tax Matters Agreement (the “Tax Matters Agreement,” and collectively with the Merger Agreement, the Separation and Sale Agreement, the Support Agreement, the Employee Matters Agreement, and the Real Estate Matters Agreement, the “Transaction Documents”).

Under the Proposed Transaction (and subject to the terms and conditions of the Transaction Documents), Buyer will acquire the Company and the IGT Gaming & Digital Business (as defined below) as follows:

De Agostini has entered into a letter agreement with certain affiliates of Buyer, pursuant to which De Agostini will make a minority investment in an indirect parent of Buyer (together with its subsidiaries following the Closing, “Newco”). Buyer will own all of the outstanding Spinco units and IGT Canada Interests following the Equity Sale and Everi following the Merger.

The Board of Directors of Everi (the “Board of Directors”) has fixed the close of business on October 3, 2024 as the record date for the Special Meeting (the “Record Date”). Only Everi stockholders of record as of the close of business on the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting or any adjournment, postponement, or other delay thereof.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE: (1) “FOR” THE MERGER AGREEMENT PROPOSAL; (2) “FOR” THE COMPENSATION PROPOSAL; AND (3) “FOR” THE ADJOURNMENT PROPOSAL.

Whether or not you plan to attend the Special Meeting in person, to ensure your representation at the Special Meeting, we urge you to sign, date, and return, as promptly as possible, the enclosed proxy card authorizing the individuals named on your proxy card to vote your shares by: (a) accessing the website listed on the proxy card (www.proxydocs.com/EVRI); (b) calling the toll-free number listed on the proxy card (1-866-416-3857) or the number on your voting instruction form; or (c) submitting your completed and signed proxy card or voting instruction form by mail by using the provided self-addressed, stamped envelope. If you attend the Special Meeting and vote thereat, your vote will revoke any proxy that you have previously submitted. If you hold your shares in “street name,” you should instruct your bank, broker, or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker, or other nominee. Your bank, broker, or other nominee cannot vote on any of the proposals, including the Merger Agreement Proposal,

without your instructions. If you sign, date, and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote “FOR” the Merger Agreement Proposal, “FOR” the Compensation Proposal, and “FOR” the Adjournment Proposal.

If your shares are registered directly in your name, you are considered the stockholder of record with respect to those shares. If your shares are held in a stock brokerage account or by a bank or other nominee, then the broker, bank, trust, or other nominee is considered to be the stockholder of record with respect to those shares. However, you are still considered to be the beneficial owner of those shares, and your shares are said to be held in “street name.” Street name holders generally cannot submit a proxy or vote their shares directly and must instead instruct the broker, bank, trust, or other nominee how to vote their shares using the methods described above. Since the proposals are “non-routine matters,” your broker, bank, trust, or other nominee does not have discretionary authority to vote your shares on the proposals. If your shares are held in street name, your broker, bank, trust, or other nominee has enclosed a voting instruction form with the proxy statement. If you hold your shares in street name and give voting instructions to your broker, bank, trust, or other nominee with respect to one of the proposals, but give no instruction as to the other proposal, then those shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to the proposal as to which instructions were given, and will not be voted with respect to any other proposal. We encourage you to authorize your broker, bank, trust, or other nominee to vote your shares “FOR” all of the proposals by following the instructions provided on the enclosed voting instruction form to provide your instructions over the Internet, by telephone, or by signing, dating, and returning the voting instruction form in the postage-paid envelope provided. We encourage you to vote electronically. The failure of any stockholder of record to grant a proxy electronically over the Internet or by telephone, to submit a signed proxy card, or to vote by ballot at the Special Meeting will have the same effect as a vote “AGAINST” the Merger Agreement Proposal and will not have any effect on the Compensation Proposal, and will cause such stockholder’s shares to not be counted for purposes of determining whether a quorum is present for the transaction of business at the Special Meeting. Abstentions will be counted as votes “AGAINST” the Merger Agreement Proposal and the Compensation Proposal. Since all proposals presented to Everi stockholders will be considered non-discretionary, we do not anticipate any broker non-votes at the Special Meeting. Broker non-votes will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the Special Meeting, and otherwise will have no effect on a particular proposal.

Everi stockholders and beneficial owners who do not vote in favor of the proposal to adopt the Merger Agreement will have the right to seek appraisal of the fair value of their shares if they deliver a written demand for appraisal to the Company before the vote is taken on the proposal to adopt the Merger Agreement and otherwise comply with, and do not validly withdraw their demands or otherwise lose their appraisal rights under, the applicable provisions of Delaware law, which are summarized in the proxy statement accompanying this notice in the section entitled “Proposal 1: Approval of the Merger Agreement—Appraisal Rights” beginning on page 101 of the proxy statement. A copy of Section 262 of the General Corporation Law of the State of Delaware, which details the applicable Delaware appraisal statute, may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

If you plan to attend the meeting in person, you will need to bring a government-issued picture ID and proof of ownership of shares of Everi common stock as of the Record Date. Everi stockholders may revoke their proxy in the manner described in the accompanying proxy statement before it has been voted at the Special Meeting.

Our Notice of Special Meeting of Stockholders, Proxy Statement, and Proxy Card are available at www.proxydocs.com/EVRI.

YOUR VOTE IS VERY IMPORTANT

Regardless of how you choose to participate or how many shares you own, it is important that your shares are represented at the Special Meeting. We cannot complete the Merger unless the Merger Agreement Proposal is approved by the affirmative vote of the holders of at least a majority of the outstanding shares of Everi common stock entitled to vote thereon at the Special Meeting, where a quorum is present. The approval of the Merger Agreement Proposal is the only approval of Everi stockholders required for closing of the transactions contemplated by the Merger Agreement. Everi will transact no other business at the Special Meeting other than the proposals described above, except such business as may properly be brought before the Special Meeting or any adjournment or postponement thereof.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) OVER THE INTERNET; (2) BY TELEPHONE; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE PREPAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote before the Special Meeting in the manner described in the enclosed proxy statement.

The failure of any stockholder of record to grant a proxy electronically over the Internet or by telephone, to submit a signed proxy card, or to vote by ballot at the Special Meeting will have the same effect as a vote “AGAINST” the Merger Agreement Proposal and will not have any effect on the Compensation Proposal, and will cause such stockholder’s shares to not be counted for purposes of determining whether a quorum is present for the transaction of business at the Special Meeting. Abstentions will be counted as votes “AGAINST” the Merger Agreement Proposal and the Compensation Proposal. Since all proposals presented to Everi stockholders will be considered non-discretionary, we do not anticipate any broker non-votes at the Special Meeting. Broker non-votes will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the Special Meeting, and otherwise will have no effect on a particular proposal.

You should carefully read and consider the entire accompanying proxy statement and its annexes, including the Merger Agreement, along with all of the documents incorporated by reference into the accompanying proxy statement, as they contain important information about, among other things, the Merger and how it affects you. If you have any questions concerning the Merger Agreement, the Merger, the Special Meeting, or the accompanying proxy statement, would like additional copies of the accompanying proxy statement, or need help voting your shares of Everi common stock, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY, 10022

Shareholders, please call toll-free: (877) 750-9497

Banks and Brokerage Firms, please call: (212) 750-5833

A complete list of Everi stockholders will be available for inspection by any Everi stockholder for any purpose germane to the Special Meeting during ordinary business hours beginning two business days after the date of this notice and until the date of the Special Meeting at Everi’s principal executive offices located at 7250 S. Tenaya Way, Suite 100, Las Vegas, Nevada 89113. The list of eligible Everi stockholders will also be available at the Special Meeting for examination by any Everi stockholder present at such meeting.

Everi will not provide Internet or audio access to the Special Meeting. To attend the Special Meeting, you must be a registered Everi stockholder as of the Record Date, or, if your shares are held through a broker, bank, or other nominee, you must obtain a legal proxy from such holder and follow the instructions set forth in the accompanying proxy statement. In order for you to receive timely delivery of this proxy statement in advance of the Special Meeting of Everi stockholders to be held on November 14, 2024 and any adjournment or postponement thereof, you must request the information no later than November 4, 2024.

TABLE OF CONTENTS

ANNEXES

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QUESTIONS AND ANSWERS

The following are brief answers to certain questions that you, as an Everi stockholder, may have regarding the Proposed Transaction and the matters being considered at the Special Meeting. You are urged to carefully read this proxy statement and the other documents referred to or incorporated by reference into this proxy statement in their entirety because this section may not provide all the information that is important to you regarding these matters. See “Summary” for a summary of important information regarding the Proposed Transaction. Additional important information is contained in the annexes to, and the documents incorporated by reference into, this proxy statement. You may obtain the information incorporated by reference into this proxy statement, without charge, by following the instructions under “Where You Can Find More Information; Incorporation by Reference.”

The Merger Agreement is attached as Annex A hereto and the Separation and Sale Agreement is attached as Annex B hereto.

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The Original Agreements included: (a) an Agreement and Plan of Merger by and among IGT, Spinco, the Company, and Merger Sub (the “Original Merger Agreement”); (b) a Separation and Distribution Agreement by and among IGT, Spinco, Gaming Holdco, and the Company (the “Original Separation Agreement”); (c) an Employee Matters Agreement by and among IGT, Spinco, Gaming Holdco, and the Company; (d) a Real Estate Matters Agreement by and among IGT, Spinco, Gaming Holdco, and the Company; (e) a Tax Matters Agreement by and among IGT, Spinco, Gaming Holdco, and the Company; (f) a Voting and Support Agreement by and among IGT, Spinco, De Agostini, and the Company; (g) an Investor Rights Agreement by and between the Company and De Agostini; as well as (h) a Commitment Letter and related fee letters and engagement letter, dated as of February 28, 2024, by and among Deutsche Bank AG New York Branch (and its affiliates), Macquarie Capital (USA) Inc. (and its affiliates), and the Company (the “Original Commitment Letter”), as amended and restated as of March 29, 2024. As noted above, on July 26, 2024, the Original Agreements were terminated by mutual consent of the respective parties thereto. There were no termination or other penalties surrounding the termination of the Original Agreements.

The approval of the Merger Agreement Proposal is the only approval of Everi stockholders required for the closing of the transactions contemplated by the Merger Agreement.

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Everi will not provide Internet or audio access to the Special Meeting. To attend the Special Meeting, you must be a registered Everi stockholder as of the Record Date, or, if your shares are held through a broker, bank, or other nominee, you must obtain a legal proxy from such holder and follow the instructions set forth in this proxy statement.

Compensation Proposal—The affirmative vote of the majority of shares present in person, by remote communication, if applicable, or represented by proxy at the Special Meeting and entitled to vote generally on the proposal, where a quorum is present, is required to approve, on an advisory (non-binding) basis, the Compensation Proposal.

Adjournment Proposal—The affirmative vote of the majority of shares present in person, by remote communication, if applicable, or represented by proxy at the Special Meeting and entitled to vote generally on the proposal, where a quorum is present, is required to approve the Adjournment Proposal.

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Approval of each proposal is not conditioned on the approval of any other proposal. If the Merger does not close, the compensation described in the Compensation Proposal may be paid to Everi’s named executive officers to the extent payable in accordance with the terms of their respective compensation agreements and contractual arrangements even if Everi stockholders do not approve the Compensation Proposal.

If a quorum is present at the Special Meeting, the failure of any Everi stockholder of record to: (a) submit a signed proxy card; (b) grant a proxy over the Internet or by telephone (in accordance with the instructions detailed in “The Special Meeting—Voting by Proxy or While Attending the Special Meeting”); or (c) attend the Special Meeting will have the same effect as a vote “AGAINST” the Merger Agreement Proposal but will have no effect on the Compensation Proposal or the Adjournment Proposal. If a quorum is present at the Special Meeting, for Everi stockholders who attend the Special Meeting or are represented by proxy and abstain from voting, such abstention will have the same effect as if the Everi stockholder voted “AGAINST” the Merger Agreement Proposal, the Compensation Proposal, and the Adjournment Proposal.

If you hold your shares in “street name” and a quorum is present at the Special Meeting, the failure to instruct your bank, broker, or other nominee how to vote your shares (resulting in “broker non-votes”) will have the same effect as a vote “AGAINST” the Merger Agreement Proposal but, assuming a quorum is present, will have no effect on the Compensation Proposal or the Adjournment Proposal. Broker non-votes will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the Special Meeting, and otherwise will have no effect on a particular proposal. If your shares are held in a stock brokerage account or by a bank or other nominee, then the broker, bank, trust, or other nominee is considered to be the stockholder of record with respect to those shares. However, you are still considered to be the beneficial owner of those shares, and your shares are said to be held in “street name.” Street name holders generally cannot submit a proxy or vote their shares directly and must instead instruct the broker, bank, trust, or other nominee how to vote their shares using the methods described above. Since the proposals are “non-routine matters,” your broker, bank, trust, or other nominee does not have discretionary authority to vote your shares on the proposals. If your shares are held in street name, your broker, bank, trust, or other nominee has enclosed a voting instruction form with the proxy statement. Since all proposals presented to Everi stockholders will be considered non-discretionary, we do not anticipate any broker non-votes at the Special Meeting. Failure to instruct your broker on how to vote your shares will have the same effect as a vote “AGAINST” the Merger Agreement Proposal. If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

See “What if a holder does not vote or abstains from voting?” below for information regarding the treatment of abstentions and “broker non-votes,” as well as for the impact of not voting on a specific proposal.

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Everi stockholders may also vote by attending the Special Meeting in person and voting their shares at the meeting.

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To attend the Special Meeting, please follow these instructions:

If your shares are held in street name by a broker, bank, trust, or other nominee, you may change your voting instructions by following the instructions of your broker, bank, trust, or other nominee. You may also vote at the Special Meeting by ballot if you register in advance to attend the Special Meeting and if you provide a valid legal proxy from your broker, bank, trust, or other nominee. Simply attending the Special Meeting will not revoke a proxy.

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Each “broker non-vote” will also count as a vote “AGAINST” the Merger Agreement Proposal but, assuming a quorum is present, will have no effect on the Compensation Proposal or the Adjournment Proposal, because “broker non-votes” will not be counted as shares present and entitled to vote with respect to proposals on which the broker has not voted. Broker non-votes will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the Special Meeting, and otherwise will have no effect on a particular proposal. If your shares are held in a stock brokerage account or by a bank or other nominee, then the broker, bank, trust, or other nominee is considered to be the stockholder of record with respect to those shares. However, you are still considered to be the beneficial owner of those shares, and your shares are said to be held in “street name.” Street name holders generally cannot submit a proxy or vote their shares directly and must instead instruct the broker, bank, trust, or other nominee how to vote their shares using the methods described above. Since the proposals are “non-routine matters,” your broker, bank, trust, or other nominee does not have discretionary authority to vote your shares on the proposals. If your shares are held in street name, your broker, bank, trust, or other nominee has enclosed a voting instruction form with the proxy statement. Since all proposals presented to Everi stockholders will be considered non-discretionary, we do not anticipate any broker non-votes at the Special Meeting. Failure to instruct your broker on how to vote your shares will have the same effect as a vote “AGAINST” the Merger Agreement Proposal. If a proxy is returned without an indication as to how shares of Everi common stock represented are to be voted with regard to a particular proposal, the shares of Everi common stock represented by the proxy will be voted in accordance with the recommendation of the Board of Directors. Therefore, such shares will be voted “FOR” the Merger Agreement Proposal, “FOR” the Compensation Proposal and, if necessary or appropriate, “FOR” the Adjournment Proposal.

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After the Equity Sale Closing Time and at the Merger Effective Time:

Each of the foregoing shall be effected on the terms and subject to the conditions in the Merger Agreement, and the conversion of the Everi common stock into the right to receive the Per Share Price and Company Equity Awards into cash-denominated awards representing the right to receive the Per Share Price shall be subject to adjustment for any stock or interest split, division or subdivision of shares, stock dividend, reverse stock split, combination of shares, reclassification, recapitalization, or other similar transaction, to the extent appropriate to provide the same economic effect as contemplated by the Merger Agreement prior to such action, and without interest and subject to any required tax withholding. See “Proposal 1: Approval of the Merger Agreement—Overview.”

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See “Proposal 1: Approval of the Merger Agreement—Recommendation of the Board of Directors and Reasons for the Merger.”

28

See “Proposal 1: Approval of the Merger Agreement—Material U.S. Federal Income Tax Consequences of the Merger.”

29

See “Summary—Termination Fee Payable in Certain Circumstances” and “The Transaction Documents—The Merger Agreement—Termination Fee Payable in Certain Circumstances.”

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Everi stockholders or beneficial owners considering exercising appraisal rights under Section 262 of the DGCL should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as, or less than the value of the consideration that they would receive pursuant to the Merger Agreement if they did not seek appraisal of their shares.

To exercise your appraisal rights, you must: (a) submit a written demand for appraisal to Everi before the vote is taken on the adoption of the Merger Agreement; (b) not submit a proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement; (c) continue to hold or beneficially own, as applicable, your shares of Everi common stock through the effective date of the Merger; and (d) comply with all other procedures for exercising appraisal rights under Section 262 of the DGCL. Failure to follow the procedures specified under Section 262 of the DGCL may result in the loss of your appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of the Merger unless certain stock ownership conditions are satisfied by the Everi stockholders and beneficial owners seeking appraisal. The DGCL requirements for exercising appraisal rights are described in further detail in “Proposal 1: Approval of the Merger Agreement—Appraisal Rights,” which is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights. A copy of Section 262 of the DGCL may be accessed without subscription or cost at the Delaware Code Online (available at https://delcode.delaware.gov/title8/c001/sc09/index.html#262). If you are a beneficial owner of shares of Everi common stock held through a bank, brokerage firm, or other nominee and you wish to exercise appraisal rights, you may make a written demand for appraisal in your own name, but you must satisfy the conditions set forth above and your written demand must also reasonably identify the holder of record of the shares for which demand is made, be accompanied by documentary evidence of your beneficial ownership of stock (such as a brokerage or securities account statement containing such information or a letter from a broker or other record holder of such shares confirming such information) and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provide an address at which you consent to receive notices given by the Surviving Corporation under Section 262 of the DGCL and to be set forth on the verified list required by Section 262(f) of the DGCL. For more information, see “Proposal 1: Approval of the Merger Agreement—Appraisal Rights.”

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Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY, 10022

Shareholders, please call toll-free: (877) 750-9497

Banks and Brokerage Firms, please call: (212) 750-5833

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act. These forward-looking statements include, but are not limited to, statements regarding the following: the anticipated benefits of the Proposed Transaction, including future plans, objectives, expectations, and intentions; the anticipated timing of closing of the Proposed Transaction; the anticipated delisting and deregistration of Everi common stock; indebtedness to be incurred by Buyer in connection with the Proposed Transaction; Everi’s potential or projected future financial performance and expenditures; potential tax and accounting impacts of the Proposed Transaction; and other expectations and estimates or statements which are not historical facts. Forward-looking statements can be identified by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “foresee,” “intend,” “may,” “plan,” “project,” “should,” “will,” “would,” and the negative of these terms or other similar expressions. These forward-looking statements are based upon information currently available to Everi and are subject to a number of risks, uncertainties, and other factors that could cause actual results to vary materially from those expressed in, or implied by, these forward-looking statements. Important factors that could cause actual results to vary materially from the results referred to in the forward-looking statements in this proxy statement include, among other things:

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For a more detailed description of the risk factors associated with Everi, refer to Everi’s Annual Report on Form 10-K for the year ended December 31, 2023, Everi’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, and subsequent SEC filings by Everi. Stockholders, shareholders, potential investors, and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this proxy statement are made only as of the date of this proxy statement, and Everi undertakes no obligation to update any forward-looking information contained in this proxy statement to reflect subsequent events or circumstances.

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THE SPECIAL MEETING

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors for use at the Special Meeting of Everi stockholders to be held on November 14, 2024. When this proxy statement refers to the Special Meeting, it is also referring to any adjournments or postponements of the Special Meeting. Everi intends to begin mailing this proxy statement, the attached Notice of Special Meeting of Stockholders and the accompanying proxy card on or about October 4, 2024.

Date, Time, and Place of the Special Meeting

The Special Meeting will be held on November 14, 2024 at 9:00 a.m., Pacific Time, at Everi’s corporate headquarters, 7250 S. Tenaya Way, Suite 100, Las Vegas, Nevada 89113.

Everi will not provide Internet or audio access to the Special Meeting. To attend the Special Meeting, you must be a registered Everi stockholder as of the Record Date, or, if your shares are held through a broker, bank, or other nominee, you must obtain a legal proxy from such holder and follow the instructions set forth in this proxy statement.

Purpose of the Special Meeting

At the Special Meeting, Everi stockholders will be asked:

THE APPROVAL OF THE MERGER AGREEMENT PROPOSAL IS THE ONLY APPROVAL OF EVERI STOCKHOLDERS REQUIRED FOR THE CLOSING OF THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT.

THE BOARD OF DIRECTORS HAS APPROVED THE MERGER AGREEMENT, THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE MERGER, THE “GOLDEN PARACHUTE” COMPENSATION PAYMENTS AND, IF NECESSARY OR APPROPRIATE, THE ADJOURNMENT PROPOSAL, AND RECOMMENDS THAT EVERI STOCKHOLDERS VOTE “FOR” EACH PROPOSAL LISTED ABOVE.

Record Date and Issued and Outstanding Shares

The Board of Directors has fixed the close of business on October 3, 2024 as the record date for the Special Meeting. Accordingly, only Everi stockholders of record as of the Record Date are entitled to receive notice of and to vote at the Special Meeting or at any adjournment or postponement of the Special Meeting. Each share of Everi common stock entitles the holder to one vote on each of the proposals to be considered at the Special Meeting.

As of the close of business on the Record Date, there were approximately 86,054,283 shares of Everi common stock issued and outstanding and entitled to vote at the Special Meeting.

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Record holders of shares of Everi common stock on the Record Date may vote their shares of Everi common stock in person at the Special Meeting or by proxy as described below under “—Voting by Proxy or While Attending the Special Meeting.”

Quorum

To conduct the Special Meeting, the presence, in person, by remote communication, if applicable, or by proxy duly authorized, of the holders of a majority of the issued and outstanding shares of Everi common stock entitled to vote shall be required for the transaction of business. This is referred to as a “quorum.” If an Everi stockholder submits a properly executed proxy card or vote by the Internet or telephone, then such Everi stockholder will be considered present at the Special Meeting for purposes of determining the presence of a quorum. Abstentions will be counted, but “broker non-vote” will not be counted, as present and entitled to vote for purposes of determining the presence of a quorum. A broker “non-vote” occurs when a broker, bank, or other nominee who holds shares for another person has not received voting instructions from the owner of the shares and, under NYSE rules, does not have discretionary authority to vote on a proposal. Everi does not expect any “broker non-votes” at the Special Meeting because the rules applicable to banks, brokers, and other nominees only provide brokers with discretionary authority to vote on proposals that are considered “routine,” and each of the proposals to be presented at the Special Meeting is considered “non-routine.” As a result, no broker will be permitted to vote your shares of Everi common stock at the Special Meeting without receiving instructions.

Required Vote; Abstentions and “Broker Non-Votes”

Everi stockholders of record on the Record Date for the Special Meeting may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to each proposal.

Required Vote

Merger Agreement Proposal. The affirmative vote of the holders of at least a majority of the outstanding shares of Everi common stock entitled to vote thereon at the Special Meeting, where a quorum is present, is required to approve the Merger Agreement Proposal.

Compensation Proposal. The affirmative vote of the majority of shares present in person, by remote communication, if applicable, or represented by proxy at the Special Meeting and entitled to vote generally on the proposal, where a quorum is present, is required to approve, on an advisory (non-binding basis), the Compensation Proposal.

Adjournment Proposal. The affirmative vote of the majority of shares present in person, by remote communication, if applicable, or represented by proxy at the Special Meeting and entitled to vote generally on the proposal, where a quorum is present, is required to approve the Adjournment Proposal.

Failure to be Represented, Abstentions, and “Broker Non-Votes”

General

Under Everi’s bylaws and applicable Delaware law, abstentions will have the effect of a vote “against” the Merger Agreement Proposal, the Compensation Proposal, and the Adjournment Proposal. Under NYSE rules, brokers, banks, and other nominees holding shares in “street name” have the authority to vote on routine proposals when they have not received instructions from beneficial owners. Brokers, banks, and other nominees are precluded from exercising their voting discretion with respect to the approval of non-routine matters such as the Merger Agreement Proposal, the Compensation Proposal, and the Adjournment Proposal. As a result, absent specific instructions from the beneficial owner, brokers, banks, and other nominees are not empowered to vote those “street name” shares in connection with the Merger Agreement Proposal, the Compensation Proposal, or the Adjournment Proposal, and will not be considered present at the Special Meeting for the purposes of determining a quorum to the extent they submit proxies.

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All beneficial owners of shares of Everi common stock are urged to submit their proxy to indicate their votes or to contact the record holder of their shares to determine how to vote.

Failure to be Represented; Abstentions

If a quorum is present at the Special Meeting, the failure of any Everi stockholder of record to: (a) submit a signed proxy card; (b) grant a proxy over the Internet or by telephone (in accordance with the instructions detailed in “—Voting by Proxy or While Attending the Special Meeting”); or (c) attend the Special Meeting will have the same effect as a vote “AGAINST” the Merger Agreement Proposal but will have no effect on the Compensation Proposal or the Adjournment Proposal

If a quorum is present at the Special Meeting, for Everi stockholders who attend the Special Meeting or are represented by proxy and abstain from voting, such abstention will have the same effect as if the Everi stockholder voted “AGAINST” the Merger Agreement Proposal, the Compensation Proposal, and the Adjournment Proposal.

“Broker Non-Votes”

Each “broker non-vote” will also count as a vote “AGAINST” the Merger Agreement Proposal but, assuming a quorum is present, will have no effect on the Compensation Proposal or the Adjournment Proposal, because “broker non-votes” will not be counted as shares present and entitled to vote with respect to proposals on which the broker has not voted. Broker non-votes will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the Special Meeting, and otherwise will have no effect on a particular proposal. If your shares are held in a stock brokerage account or by a bank or other nominee, then the broker, bank, trust, or other nominee is considered to be the stockholder of record with respect to those shares. However, you are still considered to be the beneficial owner of those shares, and your shares are said to be held in “street name.” Street name holders generally cannot submit a proxy or vote their shares directly and must instead instruct the broker, bank, trust, or other nominee how to vote their shares using the methods described above. Since the proposals are “non-routine matters,” your broker, bank, trust, or other nominee does not have discretionary authority to vote your shares on the proposals. If your shares are held in street name, your broker, bank, trust, or other nominee has enclosed a voting instruction form with the proxy statement. Since all proposals presented to Everi stockholders will be considered non-discretionary, we do not anticipate any broker non-votes at the Special Meeting. Failure to instruct your broker on how to vote your shares will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

The Merger will not occur unless the Merger Agreement Proposal is approved. Approval of each proposal is not conditioned on the approval of any other proposal. Further, if the Merger closes, the compensation described in the Compensation Proposal may be paid to Everi’s named executive officers to the extent payable pursuant to the terms of their respective compensation agreements and contractual arrangements even if Everi stockholders do not approve the Compensation Proposal.

Voting by Proxy or While Attending the Special Meeting

Giving a proxy means that an Everi stockholder authorizes the persons named in the enclosed proxy card to vote his or her shares at the Special Meeting in the manner such stockholder directs. An Everi stockholder may cause his or her shares to be voted by granting a proxy in advance of the Special Meeting or by voting while attending the Special Meeting in person. Even if you plan to attend the Special Meeting in person, we urge you to promptly follow the instructions on the enclosed proxy card to vote on the matters to be considered at the Special Meeting.

Everi stockholders may vote their shares as follows:

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Submitting a proxy by Internet or by telephone provides the same authority to vote shares as if the stockholder had returned his or her proxy card by mail.

Each properly signed proxy received prior to the Special Meeting and not revoked before exercised at the Special Meeting will be voted at the Special Meeting according to the instructions indicated on the proxy or, if no instructions are given on a properly signed proxy, the shares represented by such proxy will be voted “FOR” the Merger Agreement Proposal, “FOR” the Compensation Proposal and, if necessary or appropriate, “FOR” the Adjournment Proposal.

Everi requests that Everi stockholders complete, date, and sign the accompanying proxy card and return it to Everi in the enclosed postage-paid, self-addressed envelope or submit the proxy by telephone or the Internet as soon as possible.

If an Everi stockholder’s shares are held in “street name” by a broker, bank, or other nominee, such stockholder must obtain a voting instruction form from the nominee that holds such shares and follow the voting instructions given by that nominee.

If an Everi stockholder plans to attend the Special Meeting and wishes to vote while attending the Special Meeting, such stockholder will be able to do so. If an Everi stockholder’s shares are held in “street name” (through a broker, bank, or other nominee), such stockholder must obtain a legal proxy from the broker, bank, or other nominee to vote such shares while attending the Special Meeting. Whether or not an Everi stockholder plans to attend the Special Meeting in person, Everi requests that each Everi stockholder complete, sign, date, and return the enclosed proxy card in the enclosed postage-paid, self-addressed envelope, or submit a proxy through the Internet or by telephone as described in the instructions accompanying this proxy statement as soon as possible. This will not prevent any Everi stockholder from voting while attending the Special Meeting, but will assure that such stockholder’s vote is counted if such stockholder is unable to attend the Special Meeting in person.

Revocability of Proxies and Changes to an Everi Stockholder’s Vote

Everi stockholders of record may revoke their proxies and change their votes at any time prior to the time their shares are voted at the Special Meeting. An Everi stockholder can revoke his or her proxy or change his or her vote by:

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Please note that to be effective, your new proxy card, Internet or telephonic voting instructions, or written notice of revocation must be received by Everi’s Corporate Secretary prior to the Special Meeting.

If your shares are held in street name by a broker, bank, trust, or other nominee, you may change your voting instructions by following the instructions of your broker, bank, trust, or other nominee. You may also vote at the Special Meeting by ballot if you register in advance to attend the Special Meeting and if you provide a valid legal proxy from your broker, bank, trust, or other nominee. A registered Everi stockholder may revoke a proxy by any of these methods, regardless of the method used to deliver the stockholder’s previous proxy.

Any adjournment, recess, or postponement of the Special Meeting for the purpose of soliciting additional proxies will allow Everi stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting which was adjourned, recessed, or postponed.

Written notices of revocation and other communications with respect to the revocation of proxies should be addressed as follows:

Everi Holdings Inc.

7250 S. Tenaya Way, Suite 100

Las Vegas, Nevada 89113

Attention: Corporate Secretary

Recommendation of the Board of Directors

The Board of Directors has unanimously: (a) determined that it is in the best interests of Everi and Everi stockholders, and declared it advisable, to enter into the Merger Agreement; (b) approved the execution, delivery, and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger; (c) recommended that Everi stockholders approve the Merger Agreement; and (d) directed that the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted for consideration by Everi stockholders at the Special Meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE: (1) “FOR” THE MERGER AGREEMENT PROPOSAL; (2) “FOR” THE COMPENSATION PROPOSAL; AND (3) “FOR” THE ADJOURNMENT PROPOSAL.

Solicitation of Proxies

This proxy statement is being furnished in connection with the solicitation of proxies by the Board of Directors. Everi will bear the cost of the solicitation of proxies, including reimbursement of fees of certain brokers, banks, and nominees in obtaining voting instructions from beneficial owners, and the preparation and assembly of this proxy statement. All costs related to the printing and mailing of this proxy statement and any additional materials furnished to Everi stockholders will be borne by Everi.

In addition, Everi has retained Innisfree to assist in the solicitation of proxies for a fee of approximately $20,000, plus additional fees to be determined at the conclusion of the solicitation and reimbursement of reasonable expenses. Everi has also agreed to indemnify Innisfree for certain liabilities related to its engagement.

Proxies may be solicited by mail, telephone, facsimile, and other forms of electronic transmission and may also be solicited by directors, officers, and employees of Everi without additional compensation. Copies of

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solicitation materials will be furnished to brokers, banks, and other nominees holding shares in their names that are beneficially owned by others so that they may forward this solicitation materials to these beneficial owners. In addition, if asked, Everi will reimburse these persons for their reasonable expenses in forwarding the solicitation materials to the beneficial owners in accordance with SEC and NYSE regulations. Everi has requested brokers, banks, and other nominees to forward all solicitation materials to the beneficial owners of the shares they hold of record.

Certain Ownership of Everi Common Stock

As of the Record Date, Everi’s directors and executive officers beneficially owned 5,274,194 shares of Everi common stock, representing approximately 6.1% of the shares issued and outstanding as of such date.

Everi currently expects that each of its directors and executive officers will vote their shares of Everi common stock “FOR” the Merger Agreement Proposal, “FOR” the Compensation Proposal and, if necessary or appropriate, “FOR” the Adjournment Proposal, although none of them has entered into an agreement requiring them to do so.

Ownership of Everi Following the Proposed Transaction

Everi stockholders will cease to own any shares of Everi and Everi will continue as a wholly owned subsidiary of Buyer following the Proposed Transaction. See “The Transaction Documents—The Merger Agreement—Merger Consideration.”

Anticipated Date of Completion of the Merger

Assuming timely satisfaction of necessary closing conditions, including the approval by Everi stockholders of the Merger Agreement Proposal, we currently anticipate that the Merger will be consummated at the end of the third quarter of 2025. However, the exact timing of completion of the Merger cannot be predicted as the Merger is subject to the closing conditions specified in the Merger Agreement and summarized in this proxy statement, many of which are outside of our control.

Appraisal Rights

If the Merger is consummated, Everi stockholders and beneficial owners who continuously hold or beneficially own, respectively, shares of Everi common stock through the effective date of the Merger, do not vote in favor of the adoption of the Merger Agreement and properly demand appraisal of their shares and do not withdraw their demands or otherwise lose their rights to seek appraisal will be entitled to exercise appraisal rights with respect to their shares under Section 262 of the DGCL. This means that such Everi stockholders and beneficial owners may be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of Everi common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest to be paid on the amount determined to be fair value, if any, or in certain circumstances described in further detail in “Proposal 1: Approval of the Merger Agreement—Appraisal Rights,” on the difference between the amount determined to be the fair value and the amount paid by the Surviving Corporation in the Merger to each Everi stockholder and beneficial owner entitled to appraisal prior to the entry of judgment in any appraisal proceeding. Due to the complexity of the appraisal process, Everi stockholders and beneficial owners who wish to seek appraisal of their shares are encouraged to review Section 262 of the DGCL carefully and to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Everi stockholders or beneficial owners considering exercising appraisal rights under Section 262 of the DGCL should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration that they would receive pursuant to the Merger Agreement if they did not seek appraisal of their shares.

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To exercise your appraisal rights, you must: (a) submit a written demand for appraisal to Everi before the vote is taken on the adoption of the Merger Agreement; (b) not submit a proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement; (c) continue to hold or beneficially own, as applicable, your shares of Everi common stock through the effective date of the Merger; and (d) comply with all other procedures for exercising appraisal rights under Section 262 of the DGCL. Failure to follow the procedures specified under Section 262 of the DGCL may result in the loss of your appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of the Merger unless certain stock ownership conditions are satisfied by the Everi stockholders and beneficial owners seeking appraisal. The DGCL requirements for exercising appraisal rights are described in further detail in “Proposal 1: Approval of the Merger Agreement—Appraisal Rights,” which is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights.

A copy of Section 262 of the DGCL may be accessed without subscription or cost at the Delaware Code Online (available at https://delcode.delaware.gov/title8/c001/sc09/index.html#262). If you are a beneficial owner of shares of Everi common stock held through a bank, brokerage firm, or other nominee and you wish to exercise appraisal rights, you may make a written demand for appraisal in your own name, but you must satisfy the conditions set forth above and your written demand must also reasonably identify the holder of record of the shares for which demand is made, be accompanied by documentary evidence of your beneficial ownership of stock (such as a brokerage or securities account statement containing such information or a letter from a broker or other record holder of such shares confirming such information) and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provide an address at which you consent to receive notices given by the Surviving Corporation under Section 262 of the DGCL and to be set forth on the verified list required by Section 262(f) of the DGCL. For more information, see “Proposal 1: Approval of the Merger Agreement—Appraisal Rights.”

Delisting and Deregistration of Everi Common Stock

If the Merger is completed, the shares of Everi common stock will be delisted from the NYSE and deregistered under the Exchange Act, and shares of Everi common stock will no longer be publicly traded.

Householding of Special Meeting Materials

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. Everi and some brokers household proxy materials, delivering a single proxy statement to multiple stockholders sharing an address, unless contrary instructions have been received from the affected stockholders. Upon written or oral request, Everi will deliver free of charge a separate copy of each of the proxy related materials, as applicable, to a stockholder at a shared address to which a single copy was delivered. Once you have received notice from your broker or Everi that they or Everi will be sending householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement, or if you are receiving multiple copies of the proxy statement and wish to receive only one, please notify your broker if your shares are held in a brokerage account or Everi if you hold registered shares. You can notify Everi by sending a request to Everi Holdings Inc., 7250 S. Tenaya Way, Suite 100, Las Vegas, Nevada 89113, Attention: Investor Relations, or by calling (800) 833-7110, and Everi will promptly deliver to you a separate copy of the proxy statement.

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Questions and Additional Information

If you have any questions concerning the Merger, the Special Meeting, or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of Everi common stock, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY, 10022

Shareholders, please call toll-free: (877) 750-9497

Banks and Brokerage Firms, please call: (212) 750-5833

Other Matters

Pursuant to the DGCL and Everi’s bylaws, except as otherwise required by law, only the matters set forth in the Notice of Special Meeting may be brought before the Special Meeting. As of the date of this proxy statement, the Board of Directors is not aware of any other matters that will be presented for consideration at the Special Meeting other than as described in this proxy statement.

This proxy statement and the proxy card are first being sent to Everi stockholders on or about October 4, 2024.

The matters to be considered at the Special Meeting are of great importance to Everi stockholders. Accordingly, Everi stockholders are urged to read and carefully consider the information presented in this proxy statement and the annexes hereto, and to complete, date, sign and promptly return the enclosed proxy card in the enclosed postage-paid, self-addressed envelope, or vote by Internet or telephone, following the instructions on the enclosed proxy card.

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PROPOSAL 1: APPROVAL OF THE MERGER AGREEMENT

At the Special Meeting, Everi stockholders will be asked to vote on a proposal to approve the Merger Agreement and the transactions contemplated thereby, including the Merger. The approval of Proposal 1 is required for closing of the Proposed Transaction. Since the Board of Directors believes that it is in Everi’s and Everi stockholders’ best interest to engage in the Proposed Transaction, the Board of Directors recommends that Everi stockholders approve Proposal 1. The affirmative vote of the holders of at least a majority of the outstanding shares of Everi common stock entitled to vote thereon at the Special Meeting, where a quorum is present, is required to approve the Merger Agreement Proposal.

The following discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because it contains important information about the Merger and how it affects you.

Overview

On July 26, 2024, Everi entered into definitive agreements with IGT, Spinco, Buyer, and Buyer Sub with respect to the Proposed Transaction. The Transaction Documents entered into by the Company in connection with the Proposed Transaction include (a) the Merger Agreement, and (b) the Separation and Sale Agreement. Under the Proposed Transaction (and subject to the terms and conditions of the definitive agreements), Buyer will acquire the Company and the IGT Gaming & Digital Business as follows:

De Agostini has entered into a letter agreement with certain affiliates of Buyer, pursuant to which De Agostini will make a minority investment in an indirect parent of Buyer. Buyer will own all of the outstanding Spinco units and IGT Canada Interests following the Equity Sale and Everi following the Merger.

To effect the Proposed Transaction, Everi, IGT, Spinco, Buyer, and Buyer Sub or their respective affiliates entered into certain ancillary agreements, including, among others: (a) the Employee Matters Agreement; (b) the

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Real Estate Matters Agreement; and (c) the Tax Matters Agreement, which were entered into on July 26, 2024, by and among IGT, Spinco, the Company, and Buyer.

The Original Proposed Transaction

On February 28, 2024, Everi had entered into the Original Agreements with the Original Parties. Pursuant and subject to the terms and conditions of the Original Agreements, the Original Parties agreed to consummate the Original Proposed Transaction, which contemplated that, among other matters, substantially all of the assets and liabilities the IGT Gaming & Digital Business would be transferred to Spinco, and, through a series of transactions, the IGT Gaming & Digital Business would ultimately be acquired by Everi as a result of a merger of Merger Sub with and into Spinco, with Spinco surviving the merger, followed by a subsequent merger of Spinco with and into Gaming Holdco, with Gaming Holdco surviving the merger and continuing as a direct wholly owned subsidiary of Everi.

On July 26, 2024, immediately prior to and in connection with the entry into the Transaction Documents, each of the Original Agreements was terminated by mutual consent of the respective Original Parties thereto, effective immediately. There were no termination or other penalties surrounding the termination of such agreements.

Information about the Parties Involved in the Proposed Transaction

Everi Holdings Inc.

Everi Holdings Inc.

7250 Tenaya Way, Suite 100

Las Vegas, Nevada 89113

(800) 833-7110

Everi develops and offers products and services that provide gaming entertainment, improve its customers’ patron engagement, and help its casino customers operate their businesses more efficiently. Everi develops and supplies entertaining game content, gaming machines and gaming systems and services for land-based and iGaming operators. Everi is a provider of financial technology solutions that power casino floors, improve operational efficiencies, and help fulfill regulatory requirements. Everi also develops and supplies player loyalty tools and mobile-first applications that enhance patron engagement for its customers and venues in the casino, sports, entertainment, and hospitality industries. In addition, Everi provides bingo solutions through its consoles, electronic gaming tablets, and related systems. Shares of Everi common stock are listed and traded on the NYSE under the ticker symbol “EVRI.”

Voyager Parent, LLC

Voyager Parent, LLC

c/o Apollo Management X, L.P.

9 West 57th Street, 42nd Floor

New York, New York 10019

(212) 515-3200

Buyer is a Delaware limited liability company formed on July 18, 2024 solely for the purpose of entering into the Merger Agreement, the other Transaction Documents, and related agreements and, subject to the terms and conditions thereof, completing the transactions contemplated by the Merger Agreement, the other Transaction Documents, and related agreements, and the related financing transactions. Buyer has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement, the other Transaction Documents, and related agreements.

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Voyager Merger Sub, Inc.

Voyager Merger Sub, Inc.

c/o Apollo Management X, L.P.

9 West 57th Street, 42nd Floor

New York, New York 10019

(212) 515-3200

Buyer Sub is a Delaware corporation and indirect wholly owned subsidiary of Buyer formed on July 19, 2024 solely for the purpose of entering into the Merger Agreement and, subject to the terms and conditions thereof, completing the transactions contemplated by the Merger Agreement and the related financing transactions. Buyer Sub has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and related agreements.

International Game Technology PLC

International Game Technology PLC

10 Finsbury Square, Third Floor

London EC2A 1AF

United Kingdom

+44 (0) 203 866 1240

IGT, organized in 2014 as a public limited company under the laws of England and Wales, is a global leader in gaming that delivers entertaining and responsible gaming experiences for players across all channels and regulated segments, from Lotteries to Gaming Machines, Digital Gaming, and Sports Betting. Leveraging a wealth of compelling content, substantial investment in innovation, player insights, operational expertise, and leading-edge technology, IGT’s solutions deliver gaming experiences that responsibly engage players and drive growth. IGT has a well-established local presence and relationships with governments and regulators around the world, and creates value by adhering to the highest standards of service, integrity, and responsibility. IGT ordinary shares are listed and traded on the NYSE under the ticker symbol “IGT.”

Ignite Rotate LLC

c/o International Game Technology PLC

10 Finsbury Square, Third Floor

London EC2A 1AF

United Kingdom

+44 (0) 203 866 1240

Spinco was formed as a Delaware limited liability company in February 2024 and is currently a direct wholly owned subsidiary of IGT. In connection with the Separation and Equity Sale, IGT will transfer (or cause to be transferred) to Spinco, all of the assets primarily used in and all of the liabilities arising out of, the IGT Gaming & Digital Business, after which time all of the Spinco units and IGT Canada Interests will be sold by IGT to Buyer.

Certain Effects of the Merger

On the terms and subject to the conditions of the Merger Agreement, and in accordance with the DGCL, at the Merger Effective Time, Buyer Sub will merge with and into Everi, the separate corporate existence of Buyer Sub will cease and Everi will continue as a wholly owned subsidiary of Buyer, and Everi common stock will no longer be publicly traded and will be delisted from the NYSE. In addition, following the Merger it is expected that Everi common stock will be deregistered under the Exchange Act, and Everi will no longer file periodic or other reports with the SEC. If the Merger is consummated, you will not own any shares of the capital stock of Everi. See “The Transaction Documents—The Merger Agreement—Merger Consideration.”

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Everi stockholders who properly and validly exercise and do not withdraw their demands for appraisal will receive appraisal rights under Section 262 of the DGCL. See “Proposal 1: Approval of the Merger Agreement—Appraisal Rights.” The Merger Effective Time will occur at such time as the certificate of merger meeting the requirements of Section 251 of the DGCL relating to the Merger has been properly executed and filed with the Secretary of State of the State of Delaware in accordance with the DGCL or at such later time as may be mutually agreed by the parties and designated in the certificate of merger as the effective time of the certificate of merger in accordance with the DGCL.

Effect on Everi If the Merger Is Not Completed

If the Merger Agreement is not adopted by Everi stockholders, or if the Merger is not completed for any other reason:

See “The Transaction Documents—The Merger Agreement—Termination Fee Payable in Certain Circumstances.”

Merger Consideration

Everi Common Stock and Company Equity Awards

Immediately following the Equity Sale Closing Time, and the Merger Effective Time, by virtue of the Merger and without any action on the part of Everi, Buyer Sub, or the holders of any securities of Everi or Buyer Sub, each share of Everi common stock that is issued and outstanding immediately prior to the Merger Effective Time will be cancelled and converted automatically into the right to receive the Per Share Price of $14.25 in cash in accordance with the DGCL (other than any Dissenting Shares and any Owned Company Shares), and all outstanding Company Equity Awards (including each outstanding Everi RSU, each Everi PSU, and each Everi Stock Option) will be converted into cash-denominated awards (with Everi PSUs converting based on the assumed achievement of the performance metrics at 100% of target) representing the right to receive the Per Share Price, in each case on the terms and subject to the conditions in the Merger Agreement, and subject to adjustment for any stock or interest split, division or subdivision of shares, stock dividend, reverse stock split, combination of shares, reclassification, recapitalization, or other similar transaction, to the extent appropriate to

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provide the same economic effect as contemplated by the Merger Agreement prior to such action, and without interest and subject to any required tax withholding. See “The Transaction Documents—The Merger Agreement—Merger Consideration.”

After the Merger is completed, you will have the right to receive the Per Share Price in respect of each share of Everi common stock that you own immediately prior to the Merger Effective Time (other than any Dissenting Shares and any Owned Company Shares), subject to any required tax withholding, but you will no longer have any rights as an Everi stockholder (except that Everi stockholders who properly and validly exercise and do not withdraw their demands for appraisal will receive appraisal rights under Section 262 of the DGCL). See “Proposal 1: Approval of the Merger Agreement—Appraisal Rights.”

Everi Equity Plans

Prior to the Merger Effective Time, the Board of Directors or, if appropriate, any committee thereof, will adopt appropriate resolutions and take other actions as are necessary or advisable to effect the termination of the Company’s 2012 Equity Incentive Plan (the “2012 Plan”) and the Company’s Amended and Restated 2014 Equity Incentive Plan (the “2014 Plan,” and together with the 2012 Plan, the “Everi Equity Plans”), effective as of the Merger Effective Time, consistent with the terms of the Merger Agreement. Following the Merger Effective Time, no Company Equity Awards or other right that was outstanding immediately prior to the Merger Effective Time will remain outstanding and each former holder of any Company Equity Award will cease to have any rights with respect thereto, except the right to receive the Per Share Price set forth in the Merger Agreement, without interest and less all applicable taxes.

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. The following chronology does not purport to catalogue every conversation among the Board of Directors, the representatives of each party to the Merger Agreement, their respective advisors, or any other persons.

The Board of Directors, acting independently and with the advice of its management team, and in the ordinary course of business, reviews and assesses the operations, financial performance, future growth prospects, market perception, and industry conditions of Everi in light of the current business and economic environment and in consideration of its business strategy to enhance value for Everi stockholders. From time to time, the Board of Directors and Everi’s management teams have evaluated and considered a variety of potential financial and strategic options to enhance business performance and stockholder value in light of industry developments and changing economic and market conditions. The evaluations have included, among other matters, monitoring the financial performance and strategic transactions of others in Everi’s industry, including IGT, and the consideration of potential opportunities for business combinations, acquisitions, and other financial and strategic alternatives, as compared to the benefits and risks of continued operation as a standalone, publicly traded company.

The Everi evaluations have included consideration, from time to time, of various potential strategic alternatives, partnerships, investments, acquisitions, business combinations, and other strategic transactions and opportunities as well as ongoing analysis of Everi’s business segments, both on an individual and collective basis and with a focus on both actual performance and market perception.

Also, from time to time, members of Everi’s management have met with others in the industry to discuss trends and developments in the gaming industry.

On February 23 and 24, 2022, the Board of Directors held a meeting during which, among other things, Mr. Michael D. Rumbolz, the Executive Chair of Everi, discussed the potential for a combination of Everi and IGT’s Global Gaming business (“Gaming”) and also potentially IGT’s PlayDigital business (“PlayDigital”). The Board of Directors discussed the strategic landscape, as well as other potential transactions being evaluated by Everi’s management team, and directed management to explore potential transactions.

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On March 29, 2022, representatives of Global Leisure Partners LLC (“GLP”), an advisory and investment services provider in the global leisure industry, met in person and telephonically with Mr. Rumbolz, Mr. Randy L. Taylor, the President and Chief Executive Officer of Everi, and Mr. Timothy B. Richards, the Executive Vice-President, Strategy and Digital Gaming of Everi. GLP presented on and discussed the potential of a combination of Everi and Gaming and potentially also PlayDigital businesses.

On April 9, 2022, Everi entered into an engagement letter with GLP as Everi’s financial advisor with respect to a potential transaction with the IGT Gaming & Digital Business. Everi considered other financial advisors, but ultimately engaged GLP due to its extensive experience in the casino and gaming industries. GLP engaged Stonepine Partners to assist in a consultative capacity as certain Stonepine Partners’ principals have longstanding history with and knowledge of the gaming industry. Stonepine Partners is an advisory and investment firm that is active with both public and private companies at all stages of investment.

On April 11, 2022, representatives of Stonepine Partners contacted Mr. Vincent L. Sadusky, the Chief Executive Officer of IGT, and they discussed the potential of a combination of Everi and the IGT Gaming & Digital Business. Mr. Rumbolz and Mr. Taylor had agreed that a representative of Stonepine Partners should arrange a meeting between Mr. Rumbolz and Mr. Sadusky because of Stonepine Partners’ pre-existing relationship with Mr. Sadusky.

On May 20, 2022, Mr. Rumbolz met with Mr. Sadusky. They discussed general industry trends and the Everi and IGT businesses generally, as well as the potential of a combination of Everi and the IGT Gaming & Digital Business. Mr. Rumbolz and Mr. Sadusky agreed that although there were potential benefits to both Everi stockholders and IGT’s shareholders from a combination of Everi and the IGT Gaming & Digital Business, it made sense to revisit a potential transaction at a later date because IGT was still in the process of determining whether to pursue strategic alternatives for one or more of its businesses and had not yet reached a determination of what to pursue (if anything).

From time to time throughout the remainder of 2022, representatives of Everi and IGT or their advisors had discussions regarding a potential transaction involving Everi and the IGT Gaming & Digital Business. Also during that period, Everi continued to evaluate a potential transaction involving Everi and the IGT Gaming & Digital Business.

On October 10, 2022, representatives of Everi, including Mr. Taylor, Mr. Mark F. Labay, the Executive Vice President, Chief Financial Officer, and Treasurer of Everi, and Mr. Rumbolz, met in person in Las Vegas with representatives of IGT, including Mr. Sadusky and Mr. Fabio Celadon, the Executive Vice President of Strategy and Corporate Development of IGT, and discussed their respective businesses and the potential for a combination of Everi and the IGT Gaming & Digital Business. Also on October 10, 2022, representatives of GLP met with Mr. Celadon to discuss the prospect of a sale of the IGT sports betting business or a potential combination of Everi and the IGT Gaming & Digital Business.

From time to time in 2023, representatives of Everi or its advisors had discussions regarding and continued evaluating a potential transaction involving Everi and the IGT Gaming & Digital Business.

On February 15 and 16, 2023, the Board of Directors held a meeting, during which, among other things, Mr. Rumbolz updated the Board of Directors on discussions related to exploring a potential transaction involving Everi and the IGT Gaming & Digital Business.

On May 12, 2023, representatives of GLP and Stonepine Partners spoke with Everi’s management team and agreed to evaluate the potential of an acquisition of Everi by IGT, as well as the acquisition by Everi of the IGT Gaming & Digital Business.

On June 8, 2023, IGT issued a news release announcing that it would explore strategic alternatives for the IGT Gaming & Digital Business. Following the public announcement, representatives of Macquarie Capital (USA)

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Inc. (“Macquarie”), one of the financial advisors to IGT, contacted Mr. Rumbolz and Mr. Taylor via email to offer a call to discuss the opportunity to acquire the IGT Gaming & Digital Business. Following the public announcement and through the end of June 2023, IGT’s financial advisors contacted 66 prospective counterparties for a potential acquisition of the IGT Gaming & Digital Business.

On June 9, 2023, Mr. Taylor and representatives of Macquarie met telephonically to discuss the auction process for the sale of the IGT Gaming & Digital Business (the “auction process”) and opportunity with respect to the IGT Gaming & Digital Business. Representatives of Macquarie followed up by sending Everi a confidentiality agreement with respect to the auction process. Also on June 9, 2023, GLP provided Everi’s management team an overview of a “Reverse Morris Trust” transaction as a possible means of executing a business combination of Everi and the IGT Gaming & Digital Business.

On June 27, 2023, Everi signed a confidentiality agreement with IGT for a potential transaction with the IGT Gaming & Digital Business and subsequently received access to the due diligence information being shared with prospective counterparties. Also on June 27, 2023, Everi engaged Pillsbury Winthrop Shaw Pittman LLP (“Pillsbury”) as its external legal counsel in connection with a potential transaction based on a number of factors, including Pillsbury’s prior representation of Everi and the firm’s broad mergers and acquisitions and capital markets expertise, among other factors.

On July 5, 2023, GLP provided Everi management with an updated analysis of a Reverse Morris Trust transaction involving Everi and the IGT Gaming & Digital Business. GLP provided supplementary analysis and conducted video conferences with Everi management to discuss the analysis over the following seven days.

On July 6, 2023, Mr. Taylor had a call with representatives of Macquarie to further discuss the auction process as well as structural alternatives, including a Reverse Morris Trust transaction. Also on July 6, 2023, Mr. Rumbolz had a call with Mr. Sadusky to discuss the auction process as well as structural alternatives, including a Reverse Morris Trust transaction.

On July 10, 2023, representatives of Macquarie shared with GLP and Everi an initial phase one auction process letter requesting the submission of written non-binding indications of interest for a potential transaction with respect to the IGT Gaming & Digital Business by August 8, 2023.

From July 10 to July 11, 2023, Mr. Rumbolz, Mr. Taylor, and representatives of GLP had numerous conversations to discuss a potential transaction and Everi’s position.

On July 12, 2023, Mr. Taylor shared with representatives of IGT a presentation outlining two alternatives for a combination of Everi and the IGT Gaming & Digital Business. One alternative showed Everi stockholders being majority stockholders of the resulting company and IGT receiving cash and shares of Everi common stock and the other alternative showed IGT receiving cash and IGT’s shareholders receiving Everi common stock such that IGT’s shareholders would become the majority stockholders of the combined company, both of which attributed a $4.0 billion valuation to the IGT Gaming & Digital Business.

On July 20, 2023, Mr. Taylor spoke with representatives of IGT and Macquarie regarding potential transaction structures and valuation.

On July 24 and July 25, 2023, on behalf of IGT, representatives of Deutsche Bank Securities Inc. (“Deutsche Bank”), the other financial advisor to IGT, and Macquarie provided representatives of GLP and Everi with representatives of Deutsche Bank and Macquarie’s views of financing terms that might be available from Deutsche Bank and Macquarie to a purchaser of the IGT Gaming & Digital Business.

On July 26, 2023, Mr. Rumbolz, Mr. Taylor, and representatives of GLP and Macquarie discussed various financing considerations and potential financing terms for an acquisition of the IGT Gaming & Digital Business.

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On July 27, 2023, Mr. Rumbolz, Mr. Taylor, and representatives of GLP met to discuss Macquarie’s views on financing terms that may be available in connection with a potential acquisition of the IGT Gaming & Digital Business.

On July 28, 2023, GLP met with Mr. Celadon to discuss the auction process and the structure of Everi’s potential proposal. Mr. Celadon shared that based on various data points, a $4.0 billion valuation may be too low to continue discussions in the second phase of the auction process and that IGT’s preference would be for an all cash transaction. GLP subsequently updated Everi management regarding the meeting.

On August 2, 2023, the Board of Directors held an executive session and, thereafter, representatives of Everi management joined the meeting of the Board of Directors, in each case, to discuss a potential transaction involving Everi and the IGT Gaming & Digital Business. Mr. Rumbolz and Mr. Taylor provided an overall update of the auction process. Everi management and the Board of Directors discussed the financial and business aspects of a potential transaction, the valuation of the IGT Gaming & Digital Business based on information provided to date, areas of diligence focus and considerations, and the potential benefits to Everi stockholders and potential synergies and dis-synergies if Everi combined with the IGT Gaming & Digital Business. The Board of Directors discussed the structure and terms of a draft non-binding indication of interest to acquire the IGT Gaming & Digital Business for $4.25 billion for a combination of cash and Everi common stock issued at $16.00 per share. The Board of Directors approved these terms and instructed management to submit the non-binding indication of interest.

On August 8, 2023, Everi submitted a non-binding indication of interest to representatives of Macquarie and Deutsche Bank providing that Everi would acquire the IGT Gaming & Digital Business for $2.91 billion in cash and $1.34 billion in shares of Everi common stock issued at $16.00 per share.

During the first half of August 2023, IGT received non-binding indications of interest from other prospective counterparties with respect to the potential acquisition of the IGT Gaming & Digital Business, with purchase prices ranging from $3.5 to $5.5 billion and consisting of different forms of consideration.

On August 17, 2023, Everi informed representatives of IGT it was willing to increase the cash component of its proposal to $3.14 billion and reduce the common stock component to $1.11 billion. Everi also indicated it would be willing to replace a portion of the common stock component with preferred securities with a value of approximately $250 million to $450 million. Also on August 17, 2023, representatives of Deutsche Bank and Macquarie informed representatives of Everi that Everi was invited to the second phase of the auction process and would be provided access to a second phase due diligence data room.

Between August 2023 and October 2023, Everi and representatives of GLP engaged in due diligence of the IGT Gaming & Digital Business and contacted a number of financing banks and potential equity investors with a request for proposals for financing a potential transaction.

On September 13, 2023, Everi and IGT entered into a clean team agreement to facilitate access to proprietary information of IGT for the purpose of allowing Everi to evaluate and negotiate a potential transaction. Access to proprietary information was limited to certain representatives of Everi and its outside advisors, as specified in the agreement.

On September 25 and September 26, 2023, members of Everi management and representatives of GLP met with potential lenders to discuss the financing of a potential transaction. Each lender presented on their suggested financing model, leads for the financing, and other metrics.

On September 26, 2023, members of Everi’s management and representatives of GLP met with members of management of the IGT Gaming & Digital Business via video conference to discuss the IGT Gaming & Digital Business’ operational plan and financial projections.

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Throughout September 2023, representatives of Everi management had numerous calls and question and answer sessions with the management of the IGT Gaming & Digital Business and its representatives to financial diligence, standalone assumptions, and potential synergies.

On September 28, 2023, representatives of Everi and GLP conducted a conference call with a number of financing banks with regard to putting in place committed financing for a transaction offer. Additionally, representatives of GLP provided representatives of Macquarie with a list of potential equity investors to support Everi’s proposal.

On October 2, 2023, Macquarie authorized Everi and GLP to speak with potential equity investors to support Everi’s proposal identified by IGT. There were also follow up calls with lenders and Mr. Taylor, Mr. Des Champs, and representatives of GLP.

On October 4, 2023, the Board of Directors held a strategy session. The Board of Directors discussed management’s current view on the valuation of the IGT Gaming & Digital Business based on information provided and diligence to date, and the rationale for a transaction. Management provided an update on diligence items and diligence considerations. Management provided an update on discussions with lenders and equity investors, and the Board of Directors discussed a range of alternatives to raise capital, as well as reviewed a range of pro-forma capital structures and financial projections.

Also on October 4, 2023, Everi received a second phase auction process letter from representatives of Macquarie (the “Phase Two Process Letter”).

On October 11, 2023, Mr. Taylor, Mr. Rumbolz, and Mr. Labay met with representatives of Macquarie to discuss the pricing and structure of a potential proposal from Everi. Mr. Taylor stated that the all cash purchase price range that Everi would consider would be less than $4.0 billion. Representatives of Macquarie stated that, in light of the purchase price ranges IGT had received from other participants, a purchase price less than $4.0 billion would not provide Everi with an opportunity to be the winning bidder.

Also on October 11, 2023, Mr. Rumbolz and Mr. Taylor met in person with representatives from a group of two financial sponsors interested in a transaction (“Party 1”) and a financial advisor (“Potential Financial Advisor 1”), to discuss the potential for a transaction in which Party 1 might acquire the outstanding equity interests of Everi.

On October 12, 2023, Mr. Rumbolz and Mr. Taylor met with representatives of Potential Financial Advisor 1 to develop a better understanding of Party 1’s interest in a transaction for Everi and whether further discussions were warranted. Potential Financial Advisor 1 did not represent Everi or Party 1 but was interested in representing Everi if there was the potential for a transaction for Everi involving Party 1.

On October 13, 2023, Mr. Rumbolz spoke with Mr. Sadusky and indicated that Everi would not submit a final proposal in accordance with the Phase Two Process Letter given the reduction in the purchase price that Everi was willing to pay relative to the purchase price indicated in Everi’s initial indication of interest. Everi’s decision not to submit a final proposal was not related to the potential transaction with Party 1. Everi expressed a continued interest in a potential transaction involving a combination of stock and cash consideration, if IGT was interested in such a potential transaction. The parties discussed that, given IGT’s preference for an all cash purchase and the all cash purchase price which Everi was willing to pay, it would be appropriate for Everi to cease its diligence efforts. Everi indicated that if the auction process did not yield an outcome acceptable to IGT, then Everi would be willing to reengage with IGT.

On October 14, 2023, Mr. Taylor had another follow-up conversation with representatives of Potential Financial Advisor 1 to discuss and further understand the interest level of Party 1.

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On November 1 and November 2, 2023, the Board of Directors held a meeting during which Mr. Rumbolz and Mr. Taylor updated the Board of Directors on their meetings with Party 1 and representatives of Potential Financial Advisor 1. The Board of Directors supported management’s intention to continue the discussions with Party 1 to see if there was a real interest in a transaction with Everi. Additionally, Mr. Rumbolz and Mr. Taylor updated the Board of Directors on the status of a potential transaction involving Everi and the IGT Gaming & Digital Business and the Board of Directors discussed potential next steps with respect to the potential transaction.

On November 3, 2023, Mr. Taylor sent a letter to representatives of Macquarie and Deutsche Bank stating that although Everi had paused its engagements with external advisors, lenders, and equity investors based on the prior guidance provided by Macquarie on price, Everi still believed in the financial and business logic of a potential transaction involving Everi and the IGT Gaming & Digital Business.

None of the prospective counterparties in the auction process to acquire the IGT Gaming & Digital Business, including those that previously submitted non-binding indications of interest in August 2023, submitted final bids or written updated indications of value, including such prospective counterparties that submitted non-binding indications of interest in August 2023. Accordingly, IGT terminated the auction process and continued its evaluation of other potential methods to separate the IGT Gaming & Digital Business from the remainder of IGT.

On November 10, 2023, Everi signed a confidentiality and standstill agreement with Party 1, restricting Party 1 from acquiring ownership in any securities or material assets of Everi for a period of 24 months following the date of the agreement and restricting Party 1 from asking Everi for a waiver of such restrictions, publicly or privately, such restrictions expiring immediately after Everi’s entry into certain fundamental transactions. Also on November 10, 2023, after entry into such confidentiality and standstill agreement, Everi provided diligence materials to Party 1 for purposes of evaluating a potential transaction.

On November 14, 2023, Mr. Rumbolz, Mr. Taylor, Mr. Labay, Ms. Kate Lowenhar-Fisher, the Chief Legal Officer, General Counsel, and Corporate Secretary of Everi, and representatives of Potential Financial Advisor 1 met telephonically to continue discussions regarding a potential transaction with Party 1.

On November 22 and November 30, 2023, Mr. Rumbolz, Mr. Taylor, Mr. Labay, and representatives of Potential Financial Advisor 1 met telephonically to discuss Party 1’s overall interest in a potential transaction with Everi.

On November 27, 2023, Mr. Rumbolz contacted Mr. Sadusky to propose Everi and IGT resume discussions with respect to a potential transaction involving Everi and the IGT Gaming & Digital Business, and they agreed to meet in person in New York City on December 7, 2023.

On December 7, 2023, Mr. Rumbolz and Mr. Taylor met in New York City with Mr. Sadusky, Mr. Celadon, and representatives of Macquarie to discuss a proposed combination of Everi and the IGT Gaming & Digital Business. Representatives of IGT presented a potential transaction structure as well as the strategic rationale for the potential transaction.

On December 10, 2023, representatives of Macquarie shared a draft mutual confidentiality agreement with Everi.

On December 11, 2023, representatives of Everi received from representatives of IGT a draft exclusivity agreement and non-binding term sheet regarding the Original Proposed Transaction involving Everi and the IGT Gaming & Digital Business whereby Everi would acquire the IGT Gaming & Digital Business in a reverse merger pursuant to which (a) IGT would spin-off Spinco by distributing pro rata all the equity interests of Spinco to existing IGT shareholders and (b) a subsidiary of Everi would merge with and into Spinco with Spinco continuing as the surviving company and a wholly-owned subsidiary of Everi and all the equity interests of Spinco held by IGT’s shareholders being converted into shares of Everi common stock. The term sheet contemplated an enterprise value of $4.0 billion for the IGT Gaming & Digital Business, consisting of a

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combination of (i) $2.585 billion of cash to be distributed to IGT and (ii) $1.415 billion of newly issued shares of Everi common stock to be issued to IGT’s shareholders, calculated based on an Everi share price of $14.00 per share, resulting in approximately 52.6% ownership by the IGT’s shareholders and 47.4% ownership by the Everi stockholders of the combined company, in each case, on a fully-diluted basis. The draft also contemplated that the combined company would have a board of directors of nine members, with five initially designated by IGT and four initially designated by Everi, and that IGT would designate the management of the combined company. The draft exclusivity agreement contemplated that Everi and IGT, with respect to the IGT Gaming & Digital Business, would not solicit or engage in discussions or negotiations with respect to alternative transactions until 11:59 pm, New York City time, on January 31, 2024.

Also on December 11, 2023, representatives of Macquarie shared an initial reverse diligence question list with representatives of Everi. On the same day, members of the management teams from Everi and IGT as well as Macquarie discussed reverse due diligence topics and questions, as well as logistics around the exchange of information.

On December 13 and 14, 2023, Mr. Rumbolz, Mr. Taylor, Mr. Labay, and other management of Everi met with representatives of Potential Financial Advisor 1 to discuss due diligence for Party 1 related to Everi’s digital, games, and FinTech operations. Potential Financial Advisor 1 did not represent Everi or Party 1 but was interested in representing Everi if there was the potential for a transaction.

Between December 14 and December 16, 2023, representatives of Everi, including Pillsbury and GLP, and representatives of IGT, including Sidley Austin LLP (“Sidley”), legal counsel to IGT, exchanged multiple drafts of the non-binding term sheet and discussed certain matters in the term sheet, including (a) the exchange ratio and resulting post-closing ownership of the combined company, (b) certain governance matters, and (c) whether Everi would be permitted to distribute cash above a threshold to its stockholders via a special dividend (the “Special Dividend”).

On December 16, 2023, Everi and IGT finalized the term sheet and exclusivity agreement (subject to approval of each company’s board of directors). The final term sheet contemplated (i) a $14.00 per share valuation for the combined company, with an exchange ratio that was estimated to result in IGT shareholders owning 53.6% of the outstanding shares of the combined company on a fully-diluted basis (excluding unvested restricted shares), (ii) a cash distribution to IGT from Spinco of $2.585 billion, (iii) the combined company incurring $3.720 billion of indebtedness to finance the cash distribution to IGT and to repay existing Everi debt, (iv) the board of the combined company consisting of nine directors, with five designated initially by IGT and four designated initially by Everi, (v) the management of the combined company designated by IGT after consulting with the existing Chair of the Board of Directors, and (vi) customary lock-up and other provisions with respect to De Agostini (IGT’s largest and controlling shareholder).

On December 19, 2023, the Board of Directors held a meeting. Representatives of Pillsbury and GLP attended the meeting. Representatives of Pillsbury advised the Board of Directors on their fiduciary duties in connection with mergers and acquisitions transactions. Mr. Rumbolz and Mr. Taylor discussed a potential sale transaction involving the IGT Gaming & Digital Business and alternatives to such a transaction including a potential transaction with Party 1. After discussion, the Board of Directors instructed management to continue exploring the Original Proposed Transaction, conduct further due diligence and analysis, and authorized entering into an exclusivity agreement with IGT subject to resolution of material points.

Also on December 19, 2023, Everi began populating the Everi data room with information requested by IGT.

On December 20, 2023, Everi entered into a confidentiality and standstill agreement with IGT, restricting the parties from acquiring ownership in any securities or material assets of the other party for a period of 18 months following the date of the agreement and restricting each party from asking the other party for a waiver of such restrictions, publicly or privately, such restrictions expiring immediately as to a party after the other party’s entry into certain fundamental transactions.

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Also on December 20, 2023, Everi entered into a confidentiality agreement with De Agostini, restricting De Agostini from acquiring ownership in any securities or material assets of Everi for a period of 18 months following the date of the agreement and restricting De Agostini from asking Everi for a waiver of such restrictions, such restrictions expiring immediately after Everi’s entry into certain fundamental transactions.

On December 21, 2023, Party 1 sent representatives of Everi a non-binding proposal providing for Party 1 to acquire all the outstanding shares of Everi common stock for cash at $15.00 to $16.25 per share, subject to due diligence, a 90-day exclusivity period and other conditions. Also, on December 21, 2023, the Board of Directors held a meeting to discuss the non-binding proposal from Party 1. Representatives of Pillsbury attended the meeting. After discussion, the Board of Directors instructed management to have Party 1 clarify its non-binding proposal.

Also on December 21, 2023, IGT re-opened its data room to members of Everi and its advisors. Additionally, both Everi’s management and IGT’s management began the process of identifying which items should be made available on a limited basis to a subset of individuals through a separate data room.

On December 22, 2023, Mr. Sadusky sent Mr. Taylor the term sheet the parties had negotiated, which contemplated a per share valuation for the combined company of $14.00 per share. On December 22, 2023, the closing price of Everi common stock was $11.13. Also on December 22, 2023, Party 1 notified Potential Financial Advisor 1 that it would be willing to reduce the 90-day exclusivity period to 45 days if Everi agreed to reimburse Party 1’s expenses up to a cap of $3 million.

On December 22, 2023, the Board of Directors met to discuss the non-binding proposal from Party 1 for a cash transaction with a share price of $15.00 to $16.25 per share and to determine if the Board of Directors felt it was in the best interests of Everi and Everi stockholders to continue to explore the Original Proposed Transaction or a transaction with Party 1. Representatives of Pillsbury attended the meeting. The Board of Directors discussed the greater likelihood that a transaction could be consummated with IGT as compared to Party 1 given the lengthier discussions with IGT as compared to the limited interactions with Party 1, the uncertainty as to whether the terms proposed by Party 1 would change as a result of diligence or negotiation, IGT’s statement to Everi that IGT would not proceed with further negotiations without an exclusivity agreement, and the long-term value of the combination with IGT as compared to the share price proposed by Party 1. After such discussion, the Board of Directors concluded that the non-binding proposal from Party 1 involved too much execution risk relative to the Original Proposed Transaction, that based on the diligence and other information that had not yet been provided to Party 1, the Board of Directors expected the price included in the non-binding proposal from Party 1 to decrease after Party 1 conducted diligence, the non-binding proposal from Party 1 was subject to diligence and other conditions that had not yet occurred, the non-binding proposal from Party 1 was subject to either a 90-day exclusivity period or expense reimbursement provisions that were deemed unusual (including reimbursement of expenses related to due diligence review if a transaction did not close), and the non-binding proposal from Party 1 would likely foreclose the ability to consummate a transaction involving the IGT Gaming & Digital Business due to timing restraints communicated by IGT to Everi, among other concerns. Everi’s management provided an overall update on IGT’s proposal to date, and the Board of Directors discussed the preliminary financial analysis, Everi’s alternatives, findings from preliminary diligence, risks and costs associated with the Original Proposed Transaction and potential transaction with Party 1, and the potential short-term and long-term value for stockholders. Following this discussion, the Board of Directors reaffirmed its instructions to management to enter into a mutual exclusivity agreement with IGT.

On December 22, 2023, Everi entered into a mutual exclusivity agreement with IGT, with exclusivity expiring on January 31, 2024 (the “Exclusivity Agreement”). Everi subsequently provided data room access to IGT and its advisors. Representatives of Everi management informed Party 1 that Everi intended to end discussions of a potential transaction with Party 1.

Over the course of the following weeks until signing, Everi and IGT engaged in mutual due diligence across business, financial, operational, legal, and other workstreams.

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Also on December 28, 2023, Everi and IGT entered into a mutual clean team agreement to facilitate access to proprietary information of each of Everi and IGT for the purpose of allowing the other party to evaluate and negotiate the Original Proposed Transaction. Access to proprietary information was limited to certain representatives of Everi and IGT, and their outside advisors, as specified in the agreement.

From January 9 to January 11, 2024, representatives of Everi management and representatives of IGT management held in-person meetings in Las Vegas. Representatives of GLP also attended the in person meetings. Representatives of Pillsbury and Sidley attended certain meetings via video conference. Everi management delivered a presentation providing an overview of the operations and financials of Everi. Various members of Everi’s management and various members of IGT’s management provided each other with additional information about their respective businesses and discussed strategy, certain historical and projected financials, industry trends, potential synergies and dis-synergies, and matters relating to integration in connection with the Original Proposed Transaction.

During the remainder of January 2024 until signing, members of management of IGT discussed the financing for the Original Proposed Transaction with representatives of Deutsche Bank, Macquarie, Sidley, Everi, and Pillsbury, including the types and amounts of financing, certain of the terms of the financing, and the timeline for the preparation and negotiation of the debt financing commitment papers to be entered into in connection with signing of the Original Agreements for the Original Proposed Transaction.

On January 12, 2024, the Board of Directors held a meeting. Representatives of Pillsbury and GLP attended the meeting. Mr. Rumbolz and Mr. Taylor updated the Board of Directors on the status of the Original Proposed Transaction, including an overview of the meetings that took place earlier in the week, as well as areas of focus for diligence and areas of negotiation, and approved the engagement of Houlihan Lokey to provide a fairness opinion to the Board of Directors after a discussion of Houlihan Lokey’s national prominence, qualifications, relevant experience, including in transactions of the size and nature of the Original Proposed Transaction, and whether there were any potential conflicts of interest after review of a relationships disclosure memorandum provided by Houlihan Lokey.

Between January 12 and February 7, 2024, representatives of Everi participated in multiple diligence calls and meetings with representatives of IGT, exchanged numerous emails regarding both the Everi business and the IGT Gaming & Digital Business, and both Everi and IGT uploaded additional diligence materials to their respective data rooms. In addition, during this period, Mr. Taylor and Mr. Celadon held frequent calls to discuss open items and other matters which, at the time of discussion, were relevant to the Original Proposed Transaction.

On January 15, 2024, Everi engaged Houlihan Lokey to, if requested by the Board of Directors, provide an opinion to the Board of Directors as to whether the consideration to be paid by Everi in the Original Proposed Transaction was fair to Everi, from a financial point of view.

Also on January 15, 2024, representatives of Sidley circulated to representatives of Pillsbury initial drafts of the separation agreement and the merger agreement for the Original Proposed Transaction. The draft of the merger agreement contemplated, among other things,

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On January 17, 2024, the Board of Directors held a meeting. Representatives of Pillsbury and GLP also attended the meeting. Mr. Rumbolz and Mr. Taylor updated the Board of Directors on the status of the Original Proposed Transaction, including the work plan to evaluate the Original Proposed Transaction, the status of diligence, and the status of the Original Agreements, and an executive summary of the merger agreement and the separation agreement. The Board of Directors provided management direction on the proposed terms of the merger agreement and the separation agreement.

From mid-January 2024 through early February 2024, Everi and IGT and their respective advisors exchanged drafts of the Original Agreements and participated in meetings and calls to negotiate terms and provisions of the Original Agreements.

On January 18, 2024, representatives of Pillsbury circulated to representatives of Sidley initial drafts of the voting and support agreement and the investor rights agreement (pursuant to which Everi would grant De Agostini certain rights as an owner of shares of Everi common stock).

Also on January 18, 2024, Sidley and Pillsbury discussed the financing for the Original Proposed Transaction, including (i) the types and amounts of financing, (ii) debt/financing plans such as which entities would incur debt and use of proceeds, (iii) certain other of the terms of the financing, and (iv) the timeline for the debt financing commitment papers to be entered into in connection with signing of the Original Agreements.

On January 21, 2024, representatives of GLP shared an analysis of termination fees from comparable transactions with representatives of Macquarie, with Everi taking the position that the termination fee should be less than the $200 million fee proposed by IGT in the initial draft of the merger agreement. Later that day, representatives of GLP and Macquarie met via teleconference to discuss the termination fee and relevant precedents.

On January 23, 2024, representatives of GLP, Pillsbury, and Everi management discussed issues with the merger agreement and the separation agreement and created a combined issues list to share with IGT and its representatives. Later that day, Mr. Taylor sent Mr. Celadon a list of commercial issues relating to the initial

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drafts of the merger agreement and the separation agreement. Mr. Taylor had a call with Mr. Celadon to discuss the issues on such list, including:

On January 24, 2024, the Board of Directors held a meeting. Representatives of Pillsbury and GLP also attended the meeting. Mr. Rumbolz and Mr. Taylor updated the Board of Directors on the status of the Original Proposed Transaction and diligence, and provided a summary of terms of the Original Agreements being negotiated. The Board of Directors provided management direction on the items under negotiation. The Board of Directors also approved an extension of the expiration date of the exclusivity period under the Exclusivity Agreement from January 31, 2024 to February 14, 2024.

On January 25, 2024, Everi and IGT executed an agreement extending the expiration date of the exclusivity period under the Exclusivity Agreement from January 31, 2024 to February 14, 2024.

On January 26, 2024, representatives of De Agostini’s external legal counsel, Wachtell, Lipton, Rosen & Katz (“Wachtell”), shared a draft of the term sheet regarding De Agostini’s post-closing governance proposal for Everi, which provided, among other things, that De Agostini would maintain various consent rights, preemptive rights, information rights, and the right to designate three members of the Board of Directors. Everi rejected this proposal, noting that the governance terms were overly broad and countered with a set of more limited rights on January 27, 2024.

On January 31, 2024, the Board of Directors held a meeting. Representatives of Pillsbury and GLP also attended the meeting. Mr. Rumbolz and Mr. Taylor updated the Board of Directors on the status of the Original Proposed Transaction and representatives of Pillsbury and GLP advised the Board of Directors on diligence matters and the business and legal issues relating to the Original Agreements. The Board of Directors discussed outstanding issues under negotiation and reviewed the financial model and comparable companies and transactions.

Also on January 31, 2024, Sidley delivered to Pillsbury a revised draft of the merger agreement. The revised draft contemplated that IGT would accept the reduction in the termination fee to $80 million if Everi accepted the remainder of the “deal protection” terms as contemplated in the Sidley draft, including the “force the vote” provisions.

From February 5 to February 8, 2024, Everi management and IGT management met, together with representatives of Pillsbury, Sidley, GLP, and Macquarie, in person in Chicago to negotiate the Original Agreements. During these meetings, representatives of Everi and IGT negotiated numerous outstanding points, including:

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The parties exchanged drafts of the various Original Agreements during the week based on progress made during the discussions.

On February 8, 2024, representatives of Pillsbury and Mr. Rumbolz from Everi met with representatives of Wachtell and IGT and De Agostini management in person in New York City to discuss certain terms of the investor rights agreement, including De Agostini’s right to nominate directors of the Board of Directors and the ownership thresholds of such right, whether such directors would be forced to immediately resign if De Agostini falls below such thresholds, whether De Agostini’s consent would be required for certain actions, including increasing the size of the Board of Directors, selection of the post-closing chair of the Board of Directors and the chief executive officer and chief financial officer of Everi, standstill restrictions, information rights, and non-competition restrictions.

On February 9, 2024, the Board of Directors held a meeting. Representatives of Pillsbury, GLP, and Houlihan Lokey also attended the meeting. Mr. Rumbolz and Mr. Taylor updated the Board of Directors on the status and timeline of the Original Proposed Transaction, including the progress of the deal negotiations, De Agostini’s requested governance rights, and key diligence items. Representatives of Pillsbury advised on certain matters. Representatives of GLP also provided input and advised on certain matters. Representatives of Houlihan Lokey reviewed with the Board of Directors Houlihan Lokey’s preliminary financial analyses with respect to Everi, the IGT Gaming & Digital Business, and the Original Proposed Transaction. The Board of Directors was provided with in advance of the meeting, and discussed, the 2024 budget of each of Everi and the IGT Gaming & Digital Business as well as financial projections with respect to the Everi business, the IGT Gaming & Digital Business, and the potential synergies of the combined company (the “financial projections”). The Board of Directors also approved an extension of the expiration date of the exclusivity period under the Exclusivity Agreement from February 14, 2024 to February 29, 2024.

On February 10, 2024, to permit the parties to continue to progress due diligence and negotiation of the Original Agreements, Everi and IGT executed an agreement extending the expiration date of the exclusivity period under the Exclusivity Agreement from February 14, 2024 to February 29, 2024.

On February 12, 2024, the parties agreed that for purposes of calculating the exchange ratio and considering the dilution that would occur as a result of vesting and other adjustments, the parties would fix the number of shares of Everi common stock to be issued to IGT shareholders at 103,379,870, resulting in IGT’s shareholders owning approximately 54.2% of the combined company’s issued and outstanding shares of common stock following the closing.

On February 15, 2024, the Board of Directors held an executive session that Mr. Rumbolz and Mr. Taylor did not attend. Representatives from Pillsbury, GLP, and Houlihan Lokey also attended. Representatives from Houlihan Lokey reviewed with the Board of Directors Houlihan Lokey’s updated preliminary financial analyses related to Everi, the IGT Gaming & Digital Business, and the Original Proposed Transaction.

On February 16, 2024, the Board of Directors held a meeting. Representatives of Pillsbury and GLP also attended the meeting. Mr. Rumbolz and Mr. Taylor and representatives of Pillsbury updated the Board of Directors on the issues that were resolved at the in-person meetings and summarized the legal and business items that remained open. Representatives of GLP presented on the terms and structure of the financing. The Board of Directors was updated on the proposed timing of the Original Proposed Transaction.

Over the remainder of February 2024, Everi and IGT and their respective advisors negotiated the remaining outstanding items on the Original Agreements and the debt financing commitment papers, exchanged drafts of

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the Original Agreements and debt financing commitment papers, and completed business, financial, accounting, and legal due diligence. In addition, during this time Everi and De Agostini, together with their legal advisors, negotiated and exchanged drafts of the voting and support agreement and the investor rights agreement.

On February 26, 2024, the Board of Directors held a meeting. Representatives of Pillsbury and GLP also attended the meeting. Representatives of Houlihan Lokey were also present for portions of the meeting. Mr. Rumbolz and Mr. Taylor updated the Board of Directors on the changes that were made to the Original Agreements since the last meeting. Management reviewed with the Board of Directors the financial projections. The Board of Directors also approved the formation of Merger Sub, a wholly owned subsidiary of Everi.

On February 28, 2024, the Board of Directors held a meeting to discuss the Original Proposed Transaction. Representatives of Pillsbury, GLP, and Houlihan Lokey also attended the meeting. Representatives of Pillsbury advised the Board of Directors on their fiduciary duties in connection with the Original Proposed Transaction. Mr. Rumbolz and Mr. Taylor and representatives of Pillsbury updated the Board of Directors on the changes made to the Original Agreements since the last meeting. At the request of the Board of Directors, Houlihan Lokey then reviewed and discussed its financial analysis with respect to Everi, the IGT Gaming & Digital Business, and the merger. Thereafter, as requested by the Board of Directors, Houlihan Lokey orally rendered its opinion to the Board of Directors (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Board of Directors dated February 28, 2024), that, based upon and subject to the assumptions, limitations, qualifications, and other matters considered in connection with the preparation of its opinion, the 103,379,870 shares of Everi common stock to be issued in the merger, was fair, from a financial point of view, to Everi, after giving effect to the related transactions, pursuant to the merger agreement and the separation agreement. After careful consideration, the Board of Directors resolved that the Original Proposed Transaction, including the merger, were advisable and in the best interests of Everi’s stockholders and unanimously approved the Original Proposed Transaction. Mr. Taylor and representatives of Pillsbury then summarized the proposed changes to the 2014 Plan relating to a change of control event. After careful consideration, the Board of Directors resolved that the changes to the 2014 Plan were advisable and in the best interests of Everi stockholders and unanimously approved the changes to the 2014 Plan. Following the Board of Directors’ approval, the parties executed the Original Agreements.

On February 29, 2024, Everi and IGT announced the Original Proposed Transaction in a joint news release.

On April 4, 2024, representatives of Apollo, a participant in the earlier auction process for the IGT Gaming & Digital Business, contacted IGT and De Agostini to request an in-person meeting with Everi and IGT to discuss what was described as a potential enhancement to the Original Proposed Transaction. Apollo said it was interested in only the Proposed Transaction, a potential acquisition of both Everi and the IGT Gaming & Digital Business and not an acquisition of just one or the other. On April 5, 2024, representatives of IGT informed Mr. Rumbolz of such request.

On April 5, 2024, representatives of Everi, IGT, Pillsbury, Sidley, and Wachtell discussed whether to engage with Apollo.

On April 8, 2024, the Board of Directors held a meeting. Representatives of Pillsbury attended the meeting. Mr. Rumbolz and Mr. Taylor informed the Board of Directors that Apollo contacted IGT and De Agostini to discuss Apollo’s proposal. The Board of Directors directed Everi’s management to meet with IGT and Apollo, subject to entering into a confidentiality agreement prior to the meeting.

On April 10, 2024, Everi and Apollo entered into a confidentiality and standstill agreement restricting Apollo and its affiliates from acquiring ownership in Everi greater than 4.99% of the outstanding equity securities of Everi or acquiring any material assets of Everi for a period of 18 months following the date of the agreement and containing a “don’t ask don’t waive” provision restricting Apollo from requesting Everi for a waiver of such restrictions, publicly or privately, with such “don’t ask don’t waive” restrictions expiring immediately after

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Everi’s entry into certain fundamental transactions with a third party, such as an acquisition of a majority of the voting securities or assets of Everi.

Also on April 10, 2024, representatives of Everi, IGT, and Apollo met. Apollo proposed that an affiliate of the Apollo Funds would acquire all the outstanding equity interests of Everi for a price of $12.50 per share in cash and the IGT Gaming & Digital Business for $3.9 billion in cash (with all the $3.9 billion being paid directly to IGT). Apollo indicated that (a) with respect to diligence on Everi, Apollo would expect a highly focused diligence process, (b) with respect to diligence on the IGT Gaming & Digital Business, the vast majority of the business diligence was completed in connection with the auction process and therefore remaining diligence would be primarily focused on rolling forward financials and performance indicators for recent performance and completing cost and carve-out related work, and (c) transaction documents for the Proposed Transaction would leverage the Original Agreements.

On April 12, 2024, the Board of Directors held a meeting. Representatives of Pillsbury and GLP attended the meeting. Mr. Rumbolz and Mr. Taylor updated the Board of Directors on the status of the Proposed Transaction, including the discussions that occurred on April 10, 2024. The Board of Directors discussed the implications of the Proposed Transaction, including comparing the Original Proposed Transaction with the Proposed Transaction with respect to deal timing, closing certainty, and value creation, among other things. As part of the discussions, the Board of Directors noted (a) the uncertainty with respect to the Proposed Transaction as to, among other things, whether Apollo would continue to be interested following due diligence, whether the terms proposed by Apollo would change as a result of diligence or negotiations, and the likelihood that the number of regulatory filings would meaningfully increase in a transaction with Apollo, and (b) the potential adverse impact to the Original Proposed Transaction from engaging in negotiations with Apollo, including the delay in progressing the Original Proposed Transaction, the distraction to management and the potential of unauthorized communications, such as a leak. The Board of Directors reviewed various financial perspectives comparing the Original Proposed Transaction to Apollo’s proposal. Then, the Board of Directors directed management to reject Apollo’s proposal at the proposed price per share. The Board of Directors noted that it would reconsider the Proposed Transaction at a higher price.

On April 18, 2024, Mr. Sadusky communicated to representatives of Apollo that both Everi and IGT had rejected Apollo’s proposal.

On April 21, 2024, representatives of Apollo provided Everi and IGT with a revised proposal for the Apollo Funds to acquire all the outstanding equity interests of Everi for $13.00 per share in cash and the IGT Gaming & Digital Business for $3.95 billion in cash.

On May 1, 2024, the Board of Directors held a meeting. Representatives of Pillsbury and GLP attended the meeting. Mr. Rumbolz and Mr. Taylor updated the Board of Directors on the status of the Proposed Transaction. The Board of Directors discussed Apollo’s revised proposal for the Apollo Funds to acquire all the outstanding equity interests of Everi for $13.00 per share in cash and the IGT Gaming & Digital Business for $3.95 billion in cash and determined to reject Apollo’s revised proposal at the proposed price per share, including considering the potential value of the Proposed Transaction to Everi relative to the Original Proposed Transaction.

Thereafter, Mr. Sadusky communicated to representatives of Apollo that both Everi and IGT had rejected Apollo’s revised proposal.

Between May 5 and May 10, 2024, Mr. Rumbolz had various discussions with representatives of Apollo.

On May 9, 2024, Apollo submitted to Everi and IGT a non-binding proposal in writing, which outlined the offer by the Apollo Funds to acquire Everi and the IGT Gaming & Digital Business for the same prices as previously proposed on April 21, 2024. The letter indicated that Apollo expected, subject to diligence and except for revisions to conform to the new transaction structure, required regulatory approvals, and to effect the take-private

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of Everi, the existing Original Agreements would all remain in force for the Proposed Transaction and the Original Proposed Transaction contemplated by such agreements would be completed substantially as already agreed as part of the Proposed Transaction. Further, the letter stated that Apollo believed it would complete confirmatory due diligence on an expedited timeline and be in a position to sign definitive transaction documents as soon as 30 days after receiving reasonably requested due diligence and assuming sufficient access to management.

On May 10, 2024, Mr. Rumbolz informed representatives of Apollo that if Apollo proposed to acquire all the outstanding equity interests of Everi for $14.00 per share in cash, that he would take the proposal back to the Board of Directors for consideration based on direction from the Board of Directors at prior board meetings regarding share prices that would be high enough for the Board of Directors to consider entering into more detailed negotiations.

On May 13, 2024, Apollo submitted to Everi and IGT a revised non-binding proposal in writing for the Apollo Funds to acquire all the outstanding equity interests of Everi for $14.00 per share in cash and the IGT Gaming & Digital Business for $4.05 billion in cash. Apollo stated in such letter that it believed it could complete its diligence on an expedited basis and be in a position to sign definitive transaction documents in as soon as 30 days (assuming sufficient access to management).

On May 16, 2024, the Board of Directors held a meeting. Representatives of Pillsbury and GLP attended the meeting. Mr. Rumbolz and Mr. Taylor updated the Board of Directors on the status of discussions among Everi, IGT, and Apollo. The Board of Directors discussed Apollo’s revised non-binding proposal of $14.00 per share of Everi common stock in cash, including Apollo’s view that definitive transaction documents for such proposal could be signed within 30 days (assuming sufficient access to management) and the lack of clarity as to whether Apollo’s proposal would permit Everi to issue the Special Dividend. The Board of Directors discussed the risks and uncertainties associated with the Proposed Transaction. The Board of Directors provided management direction on how to evaluate and proceed with such proposal and authorized management’s negotiations with respect to the Proposed Transaction, including providing Apollo with access to a virtual data room. The Board of Directors also reviewed and discussed GLP’s conflict disclosures and confirmed that there were no conflicts of interests with respect to the Proposed Transaction that would prohibit GLP from serving as a financial advisor to Everi with respect to the Proposed Transaction.

On May 16, 2024, Everi and IGT provided access to a data room which included certain materials of Everi (excluding material contracts and most employment and employee compensation-related materials) to representatives of Apollo and its advisors.

Over the next two months, Everi and IGT provided additional diligence information in response to Apollo’s due diligence requests, and access to Everi and IGT Gaming & Digital Business management in due diligence calls and in-person due diligence sessions, and Apollo conducted due diligence with respect to Everi and the IGT Gaming & Digital Business as it received such access. Additionally, representatives of Apollo made a site visit at Everi’s production facility in Las Vegas.

On May 17, 2024, Sidley, Pillsbury, and Apollo’s external legal counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul, Weiss”), discussed diligence, timing, and initial considerations regarding Apollo’s May 13, 2024 non-binding proposal.

On May 20, 2024, Sidley and Pillsbury, on behalf of Everi and IGT respectively, sent Paul, Weiss, a draft non-binding term sheet regarding the Proposed Transaction with the Apollo Funds acquiring all the outstanding equity interests of Everi for $14.00 per share in cash and the IGT Gaming & Digital Business for $4.05 billion in cash. The draft non-binding term sheet reflected that Everi would have the ability to issue the Special Dividend prior to a closing and provided that except as required by the new structure or specifically provided in the term sheet, the terms of the Original Proposed Transaction would be retained.

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On May 22, 2024, Everi and Apollo entered into a clean team agreement to facilitate access to proprietary information of Everi for the purpose of allowing Apollo to evaluate and negotiate a potential transaction. Access to proprietary information was limited to certain representatives of Apollo and its outside advisors, as specified in the agreement.

On May 22 and May 23, 2024, representatives of Everi, IGT, and Apollo and certain of their respective advisors participated in in-person meetings in New York City to discuss the IGT Gaming & Digital Business, the Everi business, due diligence, and the Proposed Transaction.

Between May 23 and June 3, 2024, Pillsbury, Sidley, and Paul, Weiss exchanged multiple drafts of the term sheet and had discussions regarding certain matters in the draft term sheets, including whether Everi would be permitted to distribute cash above a threshold to its stockholders via the Special Dividend, recourse in the event of breach, the inclusion and size of reverse termination fees and whether Everi and IGT would be entitled to certain ‘ticking’ fees if the Proposed Transaction was not consummated by a certain date.

On May 24, 2024, the HSR waiting period expired with respect to the Original Proposed Transaction. As a result, all antitrust approvals with respect to the Original Proposed Transaction had been obtained.

On May 28, 2024, the Board of Directors held a meeting. Representatives of Pillsbury and GLP attended the meeting. Mr. Rumbolz and Mr. Taylor updated the Board of Directors on the status of discussions among Everi, IGT, and Apollo. The Board of Directors discussed the material open items in the then-latest non-binding term sheet. The Board of Directors noted that as a result of the expiration of the HSR waiting period, all antitrust approvals required for the Original Proposed Transaction had been obtained and there were no foreign direct investment approvals required. The Board of Directors also discussed the gaming and financial services approvals needed to close the Original Proposed Transaction as compared to those needed to close the Proposed Transaction and the uncertainty as to the degree of commitment that Buyer would provide to obtain regulatory approvals. The Board of Directors provided management direction on how to evaluate and proceed on the material open items. Additionally, the Board of Directors approved an amendment of the engagement letter between Everi and GLP clarifying that GLP would be engaged with respect to the Proposed Transaction.

On May 28 and May 29, 2024, representatives of Everi, IGT, and Apollo, and certain of their respective advisors participated in in-person meetings in Las Vegas to discuss the IGT Gaming & Digital Business, the Everi business, due diligence, and the Proposed Transaction.

From the end of May 2024 through June 2024, representatives of Everi, IGT, and Apollo participated in multiple due diligence calls and meetings across workstreams, and Everi and IGT addressed Apollo’s due diligence requests and questions to complete Apollo’s diligence with respect to the Proposed Transaction.

On May 30, 2024, Everi received an unsolicited written acquisition proposal from Party 1 offering to acquire all the outstanding shares of Everi common stock for $11.00 to $11.50 per share in cash (which price would be reduced by all costs related to the Original Proposed Transaction, including any termination fees and expense reimbursements due upon termination of the Original Proposed Transaction) subject to completion of confirmatory due diligence (the “Party 1 Unsolicited Proposal”). Also, on May 30, 2024, management of Everi sent the Party 1 Unsolicited Proposal to the Board of Directors.

On June 3, 2024, Apollo, after providing an updated proposal in writing for the Apollo Funds to acquire all the outstanding equity interests of Everi for $14.00 per share in cash and the IGT Gaming & Digital Business for $4.05 billion in cash, provided representatives of Everi and IGT certain financial diligence findings in written support of such proposal, stated that the updated proposal would not permit Everi to pay the Special Dividend, and increased the minimum cash amount required to be contributed to the IGT Gaming & Digital Business by IGT.

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Also on June 3, 2024, Mr. Taylor notified Party 1, after consulting with all members of the Board of Directors, that pursuant to the non-solicitation provisions of the Original Merger Agreement, Everi was not permitted to engage in discussions or negotiations with respect to the Party 1 Unsolicited Proposal.

On June 5, 2024, the Board of Directors held a meeting. Representatives of Pillsbury and GLP attended the meeting. Mr. Rumbolz and Mr. Taylor updated the Board of Directors on the status of the Proposed Transaction. The Board of Directors provided management direction on how to evaluate and proceed with Apollo’s June 3, 2024 proposal, including items that would be required for Everi to agree to such proposal, such as larger reverse termination fees and an increase in price, or Everi being permitted to distribute cash above a threshold to its stockholders via the Special Dividend. The Board of Directors also approved and ratified the Board of Directors’ determination that the Party 1 Unsolicited Proposal was not and would not reasonably be expected to lead to a proposal superior to the Original Proposed Transaction. After the meeting of the Board of Directors on June 5, representatives of Everi and IGT met to discuss Apollo’s proposal and agreed that the consideration that Apollo offered for each of Everi and IGT was not sufficient due to the lack of the ability of Everi to issue the Special Dividend and the amount of cash and cash equivalents to be delivered with the IGT Gaming & Digital Business.

Also on June 5, 2024, representatives of Apollo and IGT discussed Apollo’s June 3, 2024 proposal. IGT requested that reverse termination fees be increased to $250 million, such proposal be revised to include the Special Dividend for Everi’s stockholders capped at $45 million, and the amount of cash and cash equivalents with which IGT would be required to deliver to the IGT Gaming & Digital Business be no greater than the amount required by the Original Proposed Transaction.

On June 6, 2024, representatives of Everi, IGT, and Apollo met telephonically and Apollo provided an updated proposal increasing the Everi share price to $14.25 per share, with no Special Dividend, and a general reverse termination fee of $250 million and a regulatory reverse termination fee of $175 million, each to be allocated between Everi and IGT. Also, on June 6, 2024, representatives of Sidley circulated to representatives of Pillsbury initial drafts of the separation and sale agreement and the merger agreement for the Proposed Transaction, which contemplated the termination of the Original Proposed Transaction and the Original Agreements.

On June 7, 2024, the Board of Directors held a meeting. Representatives of Pillsbury and GLP attended the meeting. Mr. Rumbolz and Mr. Taylor provided an overview to the Board of Directors of Apollo’s updated June 6, 2024 proposal. The Board of Directors authorized management to engage in further negotiations and discussions with Apollo, proceeding to negotiating and drafting definitive transaction documents, and providing Apollo access to a virtual data room.

Between June 8 and June 13, 2024, representatives of Sidley, Pillsbury, and Paul, Weiss exchanged various drafts of, and had telephonic discussions regarding, the non-binding term sheet regarding the Proposed Transaction.

On June 10, 2024, Everi provided certain representatives of Apollo with access to a “clean team” virtual data room that included certain sensitive information of Everi, including its material contracts and employment and employee compensation materials not previously provided.

Between June 10 and June 15, 2024, representatives of Sidley and Pillsbury exchanged various drafts of, and had telephonic discussions regarding, the merger agreement and the separation and sale agreement for the Proposed Transaction.

On June 12, 2024, representatives of Pillsbury, GLP, and Everi met telephonically to discuss open issues in the then-latest drafts of the merger agreement and the separation and sale agreement for the Proposed Transaction.

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As of June 12, 2024 and after negotiations among representatives of Everi, IGT, and Apollo, and their representatives, the proposed non-binding term sheet contemplated that, among other things and subject to the terms of the definitive documentation:

A number of material open issues, including the efforts standard with respect to obtaining gaming and financial services approvals, were not resolved as of the June 12, 2024 draft of the term sheet, and the parties committed to continue discussions to resolve such issues in parallel with ongoing diligence.

On June 14, 2024, representatives of Sidley, Pillsbury, Paul, Weiss, Everi, IGT, and Apollo’s external regulatory counsel, Brownstein Hyatt Farber Schreck, LLP (“Brownstein”), met telephonically to discuss considerations regarding gaming regulatory approvals required to consummate the Proposed Transaction.

Also on June 14, 2024, Everi received a response letter from Party 1 regarding the Party 1 Unsolicited Proposal restating materially the same terms in the initial letter sent on May 30, 2024, and noting that Party 1 estimated the costs described in its May 30, 2024 letter to be approximately $110 million, which would mean cash consideration to Everi stockholders of between $9.79 and $10.29 per share. The letter stated that the price per share may increase if Party 1 were provided diligence materials. Everi’s management sent this response letter to the Board of Directors later that day, which unanimously directed management by email to notify Party 1 that pursuant to the non-solicitation provisions of the Original Merger Agreement in the Original Proposed Transaction, Everi was not permitted to engage in discussions or negotiations with respect to the Party 1 Unsolicited Proposal.

On June 15, 2024, representatives of Sidley and Pillsbury sent representatives of Paul, Weiss drafts of the merger agreement and the separation and sale agreement for the Proposed Transaction.

Between June 18, and June 20, 2024, representatives of Sidley and Pillsbury exchanged various drafts of, and had telephonic discussions regarding, ancillary agreements for the Proposed Transaction.

On June 19, 2024, Mr. Taylor provided Party 1 a letter from Mr. Rumbolz responding to Party 1’s letter informing Party 1 of the Board of Directors’ determination.

Between June 19 and June 21, 2024, representatives of Sidley and Pillsbury sent representatives of Paul, Weiss drafts of ancillary agreements for the Proposed Transaction.

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On June 21, 2024, the Board of Directors held a meeting, during which Everi’s management provided a general update regarding the Proposed Transaction and the Board of Directors discussed and ratified the determination with respect to the Party 1 Unsolicited Proposal.

On June 22, 2024, representatives of Paul, Weiss sent representatives of Sidley and Pillsbury comments to the draft of the merger agreement for the Proposed Transaction. Among other things, the revised draft:

On June 24, 2024, representatives of Paul, Weiss sent representatives of Sidley and Pillsbury a revised draft of the separation and sale agreement for the Proposed Transaction. Among other things, the markup:

On June 25, 2024, Sidley, Pillsbury, and Paul, Weiss met telephonically to discuss open issues with the draft merger agreement and the separation and sale agreement for the Proposed Transaction.

Throughout the remainder of June and into early July, the parties and their representatives continued to negotiate the merger agreement and the separation and sale agreement for the Proposed Transaction, including in particular:

On July 1, 2024, Sidley and Pillsbury delivered a revised draft of the separation and sale agreement to Paul, Weiss.

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On July 2, 2024, Sidley and Pillsbury delivered a revised draft of the merger agreement to Paul, Weiss. Also on July 2, 2024, Pillsbury contacted Houlihan Lokey regarding the potential engagement of Houlihan Lokey to provide a fairness opinion to the Board of Directors with respect to the Proposed Transaction.

On July 3, 2024, Paul, Weiss delivered initial drafts of the equity commitment letter and the limited guarantee to Sidley and Pillsbury.

On July 4, 2024, Brownstein delivered to Phelps Dunbar LLP, gaming counsel to IGT (“Phelps Dunbar”), a list of jurisdictions where Apollo intended to make gaming and financial services filings which jurisdictions would likely require prior approval of the Proposed Transaction. Brownstein noted that the list was still being developed and suggested that some of the jurisdictions may be removed based on ongoing research regarding the applicable regulatory requirements in such jurisdictions. Following circulation of the list, Phelps Dunbar had preliminary discussions with Brownstein about such list.

Also on July 4, 2024, Houlihan Lokey delivered to Pillsbury a supplemental disclosure memorandum addressed to the Board of Directors regarding Houlihan Lokey’s relationships with Apollo.

On July 9, 2024, Apollo informed Everi and IGT that, based on negative findings in due diligence, including the risk that each of Everi and IGT would underperform the financial projections, Apollo was making a final revised proposal, which included:

On July 10, 2024, the Board of Directors held a meeting to consider whether to continue discussions with Apollo in light of Apollo’s revised proposal and price reduction or instead to file a joint proxy statement/prospectus-information statement with respect to the Original Proposed Transaction with the SEC. Representatives of Pillsbury and GLP also attended the meeting. Representatives of Pillsbury advised the members of the Board of Directors on their fiduciary duties in connection with mergers and acquisitions transactions. Mr. Rumbolz and Mr. Taylor updated the Board of Directors on the status of the Proposed Transaction, including the discussions that occurred on July 9, 2024 and the updated proposal from Apollo decreasing the per share price of Everi common stock from $14.25 per share to $13.50 per share, decreasing the purchase price for the IGT Gaming & Digital Business to $4.0 billion and requesting other changes that would result in a $256 million adverse impact to IGT. The Board of Directors discussed the updated proposal, including:

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After consideration of these factors, the Board of Directors resolved to reject Apollo’s updated proposal and to proceed with preparing to file a joint proxy statement/prospectus-information statement with respect to the Original Proposed Transaction with the SEC. As a backstop measure, the Board of Directors authorized management to engage Houlihan Lokey to provide a fairness opinion to Everi should Apollo improve its offer to the point where Everi might consider it. The authorization occurred after the Board of Directors discussed Houlihan Lokey’s national prominence, qualifications, relevant experience, including in transactions of the size and nature of the Proposed Transaction, its prior work to date on the Original Proposed Transaction and its potential conflicts of interest after review of disclosures provided by Houlihan Lokey on July 4, 2024, including the fact that Apollo was a significant customer of Houlihan Lokey, noting that Houlihan Lokey identified engagements during the preceding two years with Apollo and its affiliates for which Houlihan Lokey and its affiliates received aggregate compensation in excess of $30 million and that Houlihan Lokey was currently providing services to Apollo and its affiliates.

On July 14, 2024, representatives of Apollo contacted representatives of Everi and IGT regarding the Proposed Transaction. Between July 14 and July 17, 2024, representatives of Apollo, Everi, IGT, Paul, Weiss, Pillsbury, and Sidley had various discussions and negotiations, that thereafter led to an updated proposal from Apollo providing for the following with respect to the material open issues in the parties’ negotiations:

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Between July 15 and July 25, 2024, Pillsbury, Sidley, and Paul, Weiss exchanged various drafts of the Transaction Documents and negotiated the final outstanding terms.

On July 16, 2024, Everi engaged Houlihan Lokey to, if requested by the Board of Directors, provide an opinion to the Board of Directors as to whether the consideration to be received by Everi stockholders in the Proposed Transaction was fair, from a financial point of view, to such holders.

On July 18, 2024, the Board of Directors held a meeting to consider whether to continue discussions with Apollo in light of Apollo’s revised proposal. Representatives of Pillsbury and GLP also attended the meeting. Mr. Rumbolz and Mr. Taylor updated the Board of Directors on the status of the Proposed Transaction, including the discussions that occurred between July 14 through July 17, 2024 and the updated proposal from Apollo restoring the per share price of Everi common stock back to $14.25 per share, restoring the headline purchase price for the IGT Gaming & Digital Business back to $4.05 billion and making other changes that, in the aggregate, would have a positive impact on value to IGT and increasing the regulatory termination fee payable by Buyer to $250 million. The Board of Directors discussed the updated proposal, including:

The Board of Directors noted, among other things, that the $250 million regulatory termination fee included in Apollo’s updated proposal might improve deal certainty and decrease regulatory risk in the Proposed Transaction and recognized the progress made in the updated proposal. After discussion and consideration of the updated proposal, the Board of Directors authorized management to engage in further negotiations and discussions with Apollo regarding the Proposed Transaction and to postpone filing a joint proxy statement/prospectus-information statement with respect to the Original Proposed Transaction with the SEC. The Board of Directors also discussed the need for an employee retention program during the pendency of the Proposed Transaction, particularly for

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non-management employees, given the risk that the abandonment of the Original Proposed Transaction, the entry into the Proposed Transaction, and the uncertainty across the employee base resulting from these events would likely increase the number of departing employees.

On July 22, 2024, the Board of Directors held a meeting to discuss preliminary financial analyses of the Proposed Transaction. Representatives of Pillsbury, GLP, and Houlihan Lokey also attended the meeting. Mr. Labay discussed the Financial Projections and current business performance, noting that Everi had not prepared new projections for itself or for the IGT Gaming & Digital Business since February 2024, but that it was management’s current understanding that there was a risk that Everi and the IGT Gaming & Digital Business would each underperform the financial projections analyzed in the Board of Directors’ review of the Original Proposed Transaction. Mr. Labay and representatives of GLP then discussed the analyst reports on the IGT Gaming & Digital Business for potential use by Houlihan Lokey as part of its financial analyses. Mr. Labay noted that IGT would not permit Everi to use IGT’s February projections in Houlihan Lokey’s financial analyses and would not provide any updated projections to Everi. Mr. Labay and representatives of GLP reported to the Board of Directors that they had reviewed the analyst reports and believed that they provided a reasonable basis to evaluate the IGT Gaming & Digital Business. Thereafter, the Board of Directors discussed Everi’s financial inputs and the Financial Projections to be used by the Board of Directors in its evaluation of the Merger and by Houlihan Lokey in its financial analysis. The Board of Directors was of the view that the Financial Projections provided a reasonable basis to evaluate the Proposed Transaction’s fairness in light of the fact that any potential new projections would likely reflect less favorable forecasted financial results, based on Everi’s 2024 actual first quarter performance and anticipated second quarter results. Following discussion with management on the assumptions and inputs to be used, the Board of Directors approved the use of the Financial Projections and other financial inputs for the Houlihan Lokey opinion, including the use of analyst reports to analyze IGT’s performance. The Board of Directors directed management to inform Houlihan Lokey that Everi’s year-to-date performance presents a risk that the Financial Projections would not be met based on 2024 actual first quarter performance and anticipated second quarter results.

Mr. Rumbolz, Mr. Taylor, and representatives of GLP and Pillsbury then provided the Board of Directors with an update on the Proposed Transaction and detailed the changes to the proposed agreements that were made since the last meeting, including the fact that De Agostini and Apollo had recently requested that De Agostini be permitted to make a minority co-investment alongside Apollo in the Proposed Transaction and that this suggested that De Agostini may believe in the long-term value of the Combined Enterprise. The Board of Directors considered that IGT stated that when De Agostini initially raised the potential opportunity to co-invest with Apollo in the Proposed Transaction in early June, IGT formed a special committee of the board of directors comprised of directors who are independent of De Agostini and disinterested, and delegated the full and exclusive power and authority of the IGT board of directors with respect to the Proposed Transaction. The Board of Directors also considered that Apollo stated that it believed that having De Agostini participate as a co-investor could increase the certainty of the Proposed Transaction and the chances that the separation and stand-up of the IGT Gaming & Digital Business will occur as contemplated. The Board of Directors discussed the prospects of De Agostini participating in the Proposed Transaction, potential regulatory approval risks associated with such investment, and options for mitigating any such risks. After discussion, the Board of Directors determined that De Agostini’s minority co-investment alongside Apollo in the Proposed Transaction was unlikely to present an undue risk to Everi and withholding consent could delay or undermine the Proposed Transaction, and directed management to consent to it.

On July 24, 2024, the Board of Directors held a meeting to discuss the Proposed Transaction. Representatives of Pillsbury, GLP, and Houlihan Lokey also attended the meeting. Representatives of Pillsbury advised the members of the Board of Directors on their fiduciary duties in connection with the Proposed Transaction. Mr. Rumbolz and Mr. Taylor and representatives of Pillsbury and GLP provided a general update regarding the Proposed Transaction and the negotiations regarding the open issues that had occurred since the last meeting. Representatives of Pillsbury presented on the material terms of the definitive documentation for the Proposed Transaction, including deal structure, the anticipated transaction timeline, Apollo’s consent rights over certain of

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Everi’s pre-closing actions, Apollo’s required efforts to obtain regulatory approvals, no-shop provisions and other deal protections, the fiduciary out provisions, the various termination fee scenarios, deal certainty related matters, the separation agreement, the equity and debt financing documents, and the support agreements for the transaction. Representatives of GLP presented their observations regarding the Proposed Transaction, including pros and cons of the Proposed Transaction as compared to the Original Proposed Transaction and a comparison of the stock valuation and EBITDA multiples of similarly situated public listed companies. GLP stated that, considering the value of Apollo’s proposal and deal certainty, especially the improvements made thereto in negotiations, the Proposed Transaction in its view was likely to maximize stockholder value (especially in the near-term) and was a supportable transaction for the Board of Directors to accept as in the best interest of Everi stockholders. GLP noted that the long-term value of Everi, including after giving effect to the Original Proposed Transaction, was hard to assess in the absence of the Proposed Transaction given the recent underperformance of Everi and the IGT Gaming & Digital business, the risk that underperformance of Everi and the IGT Gaming & Digital business may continue, the risk that the synergies expected with respect to the combined company may not be realized, and the risk that a rerating of Everi’s stock may not occur. At the request of the Board of Directors, representatives of Houlihan Lokey then reviewed with the Board of Directors Houlihan Lokey’s updated financial analyses with respect to Everi and the Proposed Transaction.

Thereafter, the Board of Directors, with the assistance of its legal and financial advisors, discussed the merits of the Proposed Transaction, with the discussion including, among other things:

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Thereafter, management, GLP, and Houlihan Lokey were excused and the Board of Directors met in executive session. Each independent director stated that he or she likely would support the Proposed Transaction given the merits and risks discussed earlier in the board meeting. The independent directors acknowledged that the final vote approving the Proposed Transaction would await receipt of Houlihan Lokey’s fairness opinion, and satisfactory resolution of any open items in the close-to-final documents. 

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Also on July 24, 2024, Everi and Apollo entered into a reverse confidentiality agreement with respect to certain confidential information of Apollo.

On July 25, 2024, the Board of Directors held a meeting to discuss the Proposed Transaction. Final versions of the Merger Agreement and other definitive documents were circulated to the Board of Directors in connection with the meeting. Mr. Rumbolz, Mr. Taylor, and Pillsbury provided a general update regarding the Proposed Transaction, the final negotiations regarding the remaining open issues that had occurred since the last meeting, and detailed the changes to the definitive documents that were made since the last meeting. The Board of Directors again considered the disclosure memorandum provided by Houlihan Lokey on July 4, 2024 regarding Houlihan Lokey’s relationships with Apollo and Houlihan Lokey’s updated conflicts disclosure that would be included in its opinion, and the Board of Directors affirmed its view that such relationships would not impact Houlihan Lokey’s ability to provide financial advice to the Board of Directors with respect to the Proposed Transaction. GLP noted that there were no updates to their conflict disclosures as previously provided. Pillsbury noted that, to their knowledge, there had been no material change with respect to conflicts with Apollo or IGT and that their work with Apollo was generally consistent with past disclosures. The Board of Directors determined that Pillsbury, GLP, and Houlihan Lokey did not have any significant updates with respect to conflicts in connection with the Proposed Transaction. At the request of the Board of Directors, Houlihan Lokey then reviewed and discussed its financial analyses with respect to Everi, the IGT Gaming & Digital Business, and the Proposed Transaction, which had not changed since the preliminary analysis discussed during the prior day’s meeting. Thereafter, at the request of the Board of Directors, Houlihan Lokey orally rendered its opinion to the Board of Directors (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Board of Directors dated July 25, 2024), to the effect that, based upon and subject to the assumptions, qualifications, limitations, and other matters considered in connection with the preparation of its opinion, the Per Share Price to be received by Everi stockholders in the Merger pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. Thereafter, Everi’s management reiterated the reasons for their recommendation that the Board of Directors approve the Proposed Transaction, including the view that the price maximized stockholder value and that negotiations, including the $250 million regulatory termination fee and removal of certain regulatory approvals as closing conditions, had increased the likelihood that the Proposed Transaction would close. Thereafter, the Board of Directors discussed the potential merits and risks of the Proposed Transaction, including noting that substantial discussion and analysis had occurred during the prior day’s meeting. The Board of Directors considered, among other things, the opinion of Houlihan Lokey that, based upon and subject to the assumptions, qualifications, limitations, and other matters considered in connection with the preparation of such opinion, the $14.25 per share of Everi’s common stock to be received by Everi stockholders in the Proposed Transaction was fair, from a financial point of view, to Everi stockholders and the view of GLP that the Proposed Transaction was likely to maximize stockholder value (especially in the near-term) and was a supportable transaction for the Board of Directors, GLP’s view that the long-term value of Everi was hard to assess in the absence of the Proposed Transaction given the recent performance of Everi and the IGT Gaming & Digital Business, the risk that underperformance of Everi and the IGT Gaming & Digital Business may continue, the risk that synergies expected with respect to the combined company may not be realized, and the risk that a rerating of Everi’s stock may not occur. After careful consideration, the Board of Directors resolved that the Proposed Transaction was advisable and in the best interests of Everi stockholders and unanimously approved the Proposed Transaction and the definitive Transaction Documents.

On July 26, 2024, IGT notified Everi and Apollo that the IGT board of directors approved the Proposed Transaction.

Following the Board of Directors’ approval and the approval of the IGT board of directors, on July 26, 2024, the parties executed the Transaction Documents and a termination and release agreement terminating the Original Proposed Transaction and the Original Agreements.

Also on July 26, 2024, Everi, IGT, and Apollo announced the Proposed Transaction and the termination of the Original Proposed Transaction in a joint news release.

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Recommendation of the Board of Directors and Reasons for the Merger

Recommendation of the Board of Directors

The Board of Directors has unanimously: (a) determined that it is in the best interests of Everi and Everi stockholders, and declared it advisable, to enter into the Merger Agreement; (b) approved the execution, delivery, and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger; (c) recommended that Everi stockholders approve the Merger Agreement; and (d) directed that the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted for consideration by Everi stockholders at the Special Meeting.

The Board of Directors unanimously recommends that you vote: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

Reasons for the Merger

The following discussion of the information and factors considered by the Board of Directors is not exhaustive. In view of the wide variety of factors considered by the Board of Directors in connection with its evaluation of the Original Proposed Transaction and the Proposed Transaction, and the complexity of these matters, the Board of Directors did not consider it practical to, nor did it attempt to, quantify, rank, or otherwise assign relative weights to the specific factors that it considered in reaching its decision. Rather, the Board of Directors based its recommendation on the totality of the information presented to and considered by it. The Board of Directors evaluated the factors described below with the assistance of Everi management and its legal and financial advisors. In considering the factors described below, individual members of the Board of Directors may have given different weights to other or different factors.

This explanation of the factors considered by the Board of Directors, and the factors themselves, are in part forward-looking in nature and, therefore, should be read in light of the factors discussed in “Cautionary Statement Concerning Forward-Looking Statements.”

In reaching its decision to approve the Transaction Documents and the Merger and recommend that Everi stockholders approve the Merger, the Board of Directors considered, among other things, the amount of the Per Share Price offered to Everi stockholders in the Proposed Transaction, the strategic and financial benefits that could be achieved by combining Everi and the IGT Gaming & Digital Business in the Original Proposed Transaction, the relative actual results of operations and prospects of Everi and of the IGT Gaming & Digital Business and synergies potentially expected to be realized in a combination of Everi and the IGT Gaming & Digital Business, the alternatives to the Proposed Transaction, including the Original Proposed Transaction, and the risks and uncertainties associated with the Original Proposed Transaction, the Proposed Transaction, and with alternatives to them, including continuing on a stand-alone basis.

In the process of reaching its decision, the Board of Directors consulted with Everi’s financial and legal advisors and considered the following factors as generally supporting its decision to approve the Transaction Documents and the Merger and recommend that Everi stockholders approve the Merger:

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The Board of Directors also considered certain factors in its deliberations concerning the Merger and the Proposed Transaction, including:

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The foregoing discussion of the information and factors considered by the Board of Directors is not exhaustive, but it includes the material factors considered by the Board of Directors, including factors that support the Proposed Transaction as well as those that weigh against it. In view of the wide variety of factors considered by the Board of Directors in connection with its evaluation of the Proposed Transaction and the complexity of these matters, the Board of Directors did not consider it practical to, nor did it attempt to, quantify, rank, or otherwise assign relative weights to the specific factors that it considered in reaching its decision. Rather, the Board of Directors based its recommendation on the totality of the information presented to and considered by it. The Board of Directors evaluated the factors described above with the assistance of Everi management and its legal and financial advisors. In considering the factors described above, individual members of the Board of Directors may have given different weights to other or different factors.

Opinion of Houlihan Lokey

All capitalized terms defined in this “—Opinion of Houlihan Lokey” section have the meanings specified in this section unless the context otherwise requires.

On July 25, 2024, Houlihan Lokey orally rendered its opinion to the Board of Directors (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Board of Directors dated July 25, 2024), as to whether, as of such date, the Per Share Price to be received by Everi stockholders in the Merger pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

Houlihan Lokey’s opinion was directed to the Board of Directors (in its capacity as such) and only addressed whether the Per Share Price to be received by Everi stockholders in the Merger pursuant to the Merger Agreement was fair, from a financial point of view, to such holders and did not address any other aspect or implication of the Merger or any other agreement, arrangement or understanding. The summary of Houlihan Lokey’s opinion in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex D to this proxy statement and describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken, and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and do not constitute, advice or a recommendation to the Board of Directors,

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any security holder or any other person as to how to act or vote with respect to any matter relating to the Merger or otherwise.

In connection with its opinion, Houlihan Lokey made such reviews, analyses, and inquiries as Houlihan Lokey deemed necessary and appropriate under the circumstances. Among other things, Houlihan Lokey:

Houlihan Lokey relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to it, discussed with or reviewed by it, or publicly available, and did not assume any responsibility with respect to such data, material, and other information. In addition, management of Everi advised Houlihan Lokey, and at Everi’s direction, Houlihan Lokey assumed, that the Financial Projections were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management as to the future financial results and condition of Everi. Management of Everi also advised Houlihan Lokey, and Houlihan Lokey at Everi’s direction assumed, that based on Everi’s recent financial performance, there was considerable risk that Everi would fail to achieve the Financial Projections. At Everi’s direction, Houlihan Lokey assumed that the Financial Projections provided a reasonable basis on which to evaluate Everi and the Merger, and Houlihan Lokey, at Everi’s direction, used and relied upon the Financial Projections for purposes of its analyses and opinion. Houlihan Lokey expressed no view or opinion with respect to the Financial Projections or the assumptions on which they were based. Houlihan Lokey relied upon and assumed, without independent verification, that there had been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of Everi since the respective

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dates of the most recent financial statements and other information, financial or otherwise, provided to Houlihan Lokey that would have been material to its analyses or opinion, and that there was no information or any facts that would make any of the information reviewed by Houlihan Lokey incomplete or misleading.

For certain supplemental analyses reviewed with the Board of Directors with respect to the IGT Gaming & Digital Business and the Original Proposed Transaction, Houlihan Lokey reviewed and discussed the Analyst Estimates for the IGT Gaming & Digital Business with the management of Everi, and such management advised Houlihan Lokey, and Houlihan Lokey assumed, that they represented reasonable estimates and judgments of the future financial results and condition of the IGT Gaming & Digital Business. As the Board of Directors was aware, Houlihan Lokey was not provided with access to the management of IGT following the execution of the Original Agreements. At the Board of Directors’ direction, Houlihan Lokey assumed that, was Houlihan Lokey to have had access to such management, any information received from such management would not have affected or changed Houlihan Lokey’s analyses or opinion. Furthermore, upon the advice of the management of Everi, Houlihan Lokey assumed that the estimated Synergies reviewed by Houlihan Lokey were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of the management of Everi as to the potential cost savings, operating efficiencies, revenue effects and other synergies that were expected to result from the Original Proposed Transaction. Houlihan Lokey expressed no view or opinion with respect to the Analyst Estimates for the IGT Gaming & Digital Business or the Synergies, or the respective assumptions on which they were based.

For purposes of its analyses and opinion, Houlihan Lokey with Everi’s agreement assumed that upon the termination of the Original Agreements pursuant to the transaction agreements for the Proposed Transaction (the “Agreements”), Everi would have no liability or obligation with respect to the Original Proposed Transaction. In addition, Houlihan Lokey relied upon, without independent verification, the assessments of the management of Everi as to Everi’s existing and future technology, products, services and intellectual property and the validity of, and risks associated with, such technology, products, services and intellectual property (including, without limitation, the validity and life of patents), and Houlihan Lokey assumed, at the direction of Everi, that there would be no developments with respect to any such matters that would affect its analyses or opinion.

Houlihan Lokey relied upon and assumed, without independent verification, that (a) the representations and warranties of all parties to the Agreements and all other related documents and instruments referred to therein were true and correct, (b) each party to the Agreements and such other related documents and instruments would fully and timely perform all of the covenants and agreements required to be performed by such party, (c) all conditions to the consummation of the Merger would be satisfied without waiver thereof, and (d) the Merger would be consummated in a timely manner in accordance with the terms described in the Agreements and such other related documents and instruments, without any amendments or modifications thereto. Houlihan Lokey relied upon and assumed, without independent verification, that (i) the Merger would be consummated in a manner that complies in all respects with all applicable foreign, federal, state and local statutes, rules and regulations, and (ii) all governmental, regulatory, and other consents and approvals necessary for the consummation of the Merger would be obtained and that no delay, limitations, restrictions or conditions would be imposed or amendments, modifications or waivers made that would have an effect on the Merger or Everi that would be material to Houlihan Lokey’s analyses or opinion. In addition, Houlihan Lokey relied upon and assumed, without independent verification, that the final form of each Agreement would not differ in any respect from the draft of such Agreement identified above.

Furthermore, in connection with its opinion, Houlihan Lokey was not requested to, and did not, make any physical inspection or independent appraisal or evaluation of any of the assets, properties, or liabilities (fixed, contingent, derivative, off-balance-sheet or otherwise) of Everi, IGT or any other party. Houlihan Lokey did not estimate, and expressed no opinion regarding, the liquidation value of any entity or business. Houlihan Lokey did not undertake any independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which Everi or IGT was or may have been a party or was or may have been subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which Everi or IGT was or may have been a party or was or may have been subject.

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Houlihan Lokey was not requested to, and did not, (a) initiate or participate in any discussions or negotiations with, or solicit any indications of interest from third parties with respect to the Merger, the Original Proposed Transaction, the securities, assets, businesses or operations of Everi, IGT or any other party, or any alternatives to the Merger or the Original Proposed Transaction, or (b) advise the Board of Directors, Everi or any other party with respect to alternatives to the Merger (other than the Original Proposed Transaction). Houlihan Lokey’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Houlihan Lokey as of, the date of its opinion. Houlihan Lokey did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to Houlihan Lokey’s attention after the date of its opinion. Houlihan Lokey did not express any view or opinion as to the price or range of prices at which Everi common stock, IGT ordinary shares, Spinco units, or IGT Canada Interests could be purchased or sold, or otherwise be transferable, at any time.

Houlihan Lokey’s opinion was furnished for the use of the Board of Directors (in its capacity as such) in connection with its evaluation of the Merger and may not be used for any other purpose without Houlihan Lokey’s prior written consent. Houlihan Lokey’s opinion was not intended to be, and does not constitute, a recommendation to the Board of Directors, Everi, any security holder or any other party as to how to act or vote with respect to any matter relating to the Merger, the Equity Sale, the Original Proposed Transaction or otherwise.

Houlihan Lokey was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things: (i) the underlying business decision of the Board of Directors, Everi, its security holders or any other party to proceed with or effect the Merger or to terminate the Original Proposed Transaction, (ii) the terms of any arrangements, understandings, agreements or documents related to, or the form, structure or any other portion or aspect of, the Merger or otherwise (other than the Per Share Price to the extent expressly specified in its opinion) including, without limitation, the Original Proposed Transaction or the Equity Sale, (iii) the fairness of any portion or aspect of the Merger to the holders of any class of securities, creditors or other constituencies of Everi, IGT, or to any other party, except if and only to the extent expressly set forth in the last sentence of its opinion, (iv) the relative merits of the Merger as compared to any alternative business strategies or transactions that might have been available for Everi, IGT or any other party, including, without limitation, the Original Proposed Transaction, (v) the fairness of any portion or aspect of the Merger to any one class or group of Everi’s or any other party’s security holders or other constituents vis-à-vis any other class or group of Everi’s or such other party’s security holders or other constituents (including, without limitation, the allocation of any consideration amongst or within such classes or groups of security holders or other constituents), (vi) the fairness of the Per Share Price to Everi stockholders relative to the fairness of the purchase price for the Equity Sale to IGT, or vice versa, or the fairness of the Per Share Price to Everi stockholders relative to the fairness of the consideration for the Original Proposed Transaction to Everi, or vice versa, (vii) the solvency, creditworthiness or fair value of Everi, Buyer or any other participant in the Merger, or any of their respective assets, under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters, or (viii) the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation to or consideration payable to or received by any officers, directors or employees of any party to the Merger, any class of such persons or any other party, relative to the Per Share Price or otherwise. Furthermore, Houlihan Lokey did not express any opinion, counsel or interpretation regarding matters that require legal, regulatory, environmental, accounting, insurance, tax, or other similar professional advice. Houlihan Lokey assumed that such opinions, counsel, or interpretations had been or would be obtained from the appropriate professional sources. Furthermore, Houlihan Lokey relied, with the consent of Everi, on the assessments by the Board of Directors, Everi and their respective advisors, as to all legal, regulatory, environmental, accounting, insurance, tax, and other similar matters with respect to Everi, IGT, Spinco, the Merger, the Original Proposed Transaction or otherwise.

In performing its analyses, Houlihan Lokey considered general business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. No company or business used in Houlihan Lokey’s analyses for comparative purposes is identical to Everi or the Merger and an evaluation of the results of those analyses is not entirely mathematical. As a consequence, mathematical derivations (such as the high, low, mean, and median) of financial data are not by

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themselves meaningful and in selecting the ranges of multiples to be applied were considered in conjunction with experience and the exercise of judgment. The estimates contained in the Financial Projections and the implied reference range values indicated by Houlihan Lokey’s analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of Everi. Much of the information used in, and accordingly the results of, Houlihan Lokey’s analyses are inherently subject to substantial uncertainty.

Houlihan Lokey’s opinion was only one of many factors considered by the Board of Directors in evaluating the Merger. Neither Houlihan Lokey’s opinion nor its analyses were determinative of the Per Share Price or of the views of the Board of Directors or management with respect to the Merger or the Per Share Price. Under the terms of its engagement by Everi, neither Houlihan Lokey’s opinion nor any other advice or services rendered by it in connection with the Merger or otherwise, should be construed as creating, and Houlihan Lokey should not be deemed to have, any fiduciary duty to, or agency relationships with, the Board of Directors, Everi, IGT, Spinco, Buyer, any security holder or creditor of Everi, IGT, Spinco, Buyer, or any other person, regardless of any prior or ongoing advice or relationships. The type and amount of consideration payable in the Merger were determined through negotiation between Everi and Buyer, and the decision to enter into the Merger Agreement was solely that of the Board of Directors.

Financial Analyses

In preparing its opinion to the Board of Directors, Houlihan Lokey performed a variety of analyses, including those described below. The summary of Houlihan Lokey’s analyses is not a complete description of the analyses underlying Houlihan Lokey’s opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative, and other analytical methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. As a consequence, neither Houlihan Lokey’s opinion nor its underlying analyses are readily susceptible to summary description. Houlihan Lokey arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, methodology or factor. While the results of each analysis were taken into account in reaching Houlihan Lokey’s overall conclusion with respect to fairness, Houlihan Lokey did not make separate or quantifiable judgments regarding individual analyses. Accordingly, Houlihan Lokey believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, methodologies, and factors, without considering all analyses, methodologies, and factors, could create a misleading or incomplete view of the processes underlying Houlihan Lokey’s analyses and opinion.

The following is a summary of the material financial analyses performed by Houlihan Lokey in connection with the preparation of its opinion and reviewed with the Board of Directors on July 25, 2024. The order of the analyses does not represent relative importance or weight given to those analyses by Houlihan Lokey. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of Houlihan Lokey’s analyses.

For purposes of its analyses, Houlihan Lokey reviewed a number of financial metrics, including the following:

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Unless the context indicates otherwise, enterprise values used in the selected companies’ analysis described below were calculated using the closing prices of the Everi common stock and the common stock of the selected companies listed below as of July 23, 2024. The estimates of the future financial performance of Everi relied upon for the financial analyses described below were based on the Financial Projections. The estimates of the future financial performance of the selected companies listed below were based on certain publicly available research analyst estimates for those companies.

Selected Companies Analysis. Houlihan Lokey reviewed certain data for selected companies, with publicly traded equity securities, that Houlihan Lokey deemed relevant.

The financial data reviewed included:

The selected companies and corresponding financial data, included the following:

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NA refers to “Not Available.”

NMF refers to “Not Meaningful Figure.”

* PlayAGS and GAN Limited metrics were excluded from low, high, median, and mean statistics, due pending take private transactions.

Taking into account the results of the selected companies analysis, Houlihan Lokey applied selected multiple ranges of 5.0x to 6.0x to Everi’s Adjusted EBITDA for the twelve-month period ended June 30, 2024, 4.5x to 5.5x to Everi’s estimated Adjusted EBITDA for the calendar year ending December 31, 2024, and 8.5x to 9.5x to Everi’s estimated Adjusted EBITDA less capital expenditures for the calendar year ending December 31, 2024. The selected companies analysis indicated implied per share value reference ranges of $8.00 to $11.64 per share of Everi common stock based on the selected range of multiples and Everi’s Adjusted EBITDA for the twelve-month period ended June 30, 2024, $8.08 to $12.14 per share of Everi Common Stock based on the selected range of multiples and Everi’s estimated Adjusted EBITDA for the calendar year ending December 31, 2024, and $9.73 to $12.08 per share of Everi Common Stock based on the selected range of multiples and Everi’s estimated Adjusted EBITDA less capital expenditures for the calendar year ending December 31, 2024, in each case as compared to the Per Share Price of $14.25 per share of Everi common stock in the Merger pursuant to the Merger Agreement.

Discounted Cash Flow Analysis. Houlihan Lokey performed a discounted cash flow analysis of Everi by calculating the estimated net present value of the projected unlevered, after-tax free cash flows of Everi based on the Financial Projections. Houlihan Lokey applied perpetual growth rates ranging from 2.50% to 3.50%, taking into account its experience and professional judgement, and discount rates ranging from 11.0% to 12.0%, taking into account its experience and professional judgment and an estimate of Everi’s weighted average cost of capital. The discounted cash flow analysis indicated an implied value reference range of $10.29 to $14.92 per share of Everi common stock, as compared to the Per Share Price of $14.25 per share of Everi common stock in the Merger pursuant to the Merger Agreement.

Supplemental Financial Analysis

In connection with its opinion to the Board of Directors, Houlihan Lokey also performed a supplemental financial analysis of Everi after giving effect to the then pending Original Proposed Transaction, taking into account the results of the selected companies analysis described above for Everi, a selected companies analysis of the IGT Gaming & Digital Business based on the Analyst Estimates for the IGT Gaming & Digital Business and the selected companies listed above, the implied net present value of the estimated Synergies provided by management of Everi and the implied present value of an estimate provided by management of Everi of the amount and timing of the special dividend that would have been payable on the Everi common stock in the Original Proposed Transaction.

For purposes of this supplemental analysis, Houlihan Lokey reviewed LTM Adjusted EBITDA and CY 2024E Adjusted EBITDA for the selected companies listed above. Taking into account the results of the selected companies analysis, Houlihan Lokey applied selected multiple ranges of 5.0x to 6.0x to Everi’s Adjusted EBITDA for the twelve-month period ended June 30, 2024, 6.0x to 7.0x to the IGT Gaming & Digital Business’ Adjusted EBITDA for the twelve-month period ended March 31, 2024, 4.5x to 5.5x to Everi’s estimated Adjusted EBITDA for the calendar year ending December 31, 2024, and 5.5x to 6.5x to the IGT Gaming & Digital Business’ estimated Adjusted EBITDA for the calendar year ending December 31, 2024. Houlihan Lokey calculated the implied net present value of the Synergies based on the estimates of the Synergies provided by the management of Everi, applying a perpetual growth rate of 0.0%, taking into account Houlihan Lokey’s experience and professional judgment, and discount rates ranging from 11.0% to 12.0%, taking into account Houlihan Lokey’s experience and professional judgment and an estimate of Everi’s weighted average cost of capital. Houlihan Lokey calculated the estimated present value of the special dividend that would have been payable in the Original Proposed Transaction, applying a discount rate of 15.0%, taking into account Houlihan

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Lokey’s experience and professional judgment, to the estimated aggregate amount of the dividend of $10.0 million and assuming a payment date of December 31, 2024, taking into account Everi management’s estimate that the Original Proposed Transaction would have been consummated during the first quarter of 2025.

The supplemental analysis indicated implied pro forma value reference ranges of $8.54 to $13.32 per share of Everi common stock based on (i) the selected range of multiples and Everi’s Adjusted EBITDA for the twelve-month period ended June 30, 2024, the selected range of multiples and the IGT Gaming & Digital Business’ Adjusted EBITDA for the twelve-month period ended March 31, 2024, the implied net value of the Synergies and the estimated present value of the special dividend, and (ii) $8.69 to $13.94 per share of Everi common stock based on the selected range of multiples and Everi’s estimated Adjusted EBITDA for the calendar year ending December 31, 2024, the selected range of multiples and the IGT Gaming & Digital Business’ estimated Adjusted EBITDA for the calendar year ending December 31, 2024, the implied net value of the Synergies and the estimated present value of the special dividend, in each case as compared to the Per Share Price of $14.25 per share of Everi Common Stock in the Merger pursuant to the Merger Agreement.

Miscellaneous

Houlihan Lokey was engaged by Everi to provide an opinion to the Board of Directors as to the fairness, from a financial point of view, to Everi stockholders of the Per Share Price to be received by such holders in the Merger pursuant to the Merger Agreement. Everi engaged Houlihan Lokey based on Houlihan Lokey’s experience and reputation. Houlihan Lokey is regularly engaged to render financial opinions in connection with mergers, acquisitions, divestitures, leveraged buyouts, and for other purposes. Pursuant to its engagement by Everi, Houlihan Lokey became entitled to an aggregate fee of $1,100,000 for its services, of which $150,000 became payable to Houlihan Lokey upon its retention by Everi and the remainder of which became payable upon the delivery of Houlihan Lokey’s opinion to the Board of Directors. No portion of such fee is contingent on the successful consummation of the Merger. Everi has also agreed to reimburse Houlihan Lokey for certain expenses and to indemnify Houlihan Lokey, its affiliates and certain related parties against certain liabilities and expenses, including certain liabilities under the federal securities laws, arising out of or related to Houlihan Lokey’s engagement.

In the ordinary course of business, certain of Houlihan Lokey’s employees and affiliates, as well as investment funds in which they may have financial interests or with which they may co-invest, may acquire, hold or sell, long or short positions, or trade, in debt, equity, and other securities and financial instruments (including loans and other obligations) of, or investments in, Everi, IGT, or any other party that may be involved in the Merger, the Equity Sale or the Original Proposed Transaction and their respective affiliates or security holders or any currency or commodity that may be involved in the Merger, the Equity Sale or the Original Proposed Transaction.

Houlihan Lokey provided financial advisory services to the Board of Directors of Everi in connection with its evaluation of the Original Proposed Transaction, for which Houlihan Lokey received aggregate compensation of $1.8 million. Houlihan Lokey and certain of its affiliates have in the past provided and are currently providing investment banking, financial advisory and/or other financial or consulting services to Apollo Global Management, Inc., or one or more security holders or affiliates of, and/or portfolio companies of investment funds affiliated or associated with Apollo Global Management, Inc. (collectively, with Apollo Global Management, Inc., the “Apollo Group”), for which Houlihan Lokey and its affiliates have received, and may receive, compensation. Based on a review of its information management systems, Houlihan Lokey identified engagements during the two years prior to the date of its opinion with members of the Apollo Group for which Houlihan Lokey and its affiliates received aggregate compensation of approximately $32 million, including, among other things, (i) having acted as financial advisor to a special committee and a conflicts committee of the boards of directors or similar governing bodies of Athene Holding Ltd. (“Athene”) and/or related or affiliated entities in connection with their review of various matters pertaining to Athene’s or such other related or affiliated entities’ agreements and other arrangements with affiliates of Apollo, (ii) having acted as financial

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advisor to certain funds of the Apollo Group in connection with its investment in a physician-led buyout of GI Alliance, which transaction closed in September 2022, (iii) having acted as financial advisor to Blume Global, then a member of the Apollo Group, in connection with its sale transaction, which transaction closed in April 2023, (iv) having acted as financial advisor to an ad hoc group of lenders, of which one or more members of the Apollo Group were significant members, in relation to their interests as lenders to Schur Flexibles GmbH in connection with a restructuring transaction, which concluded in September 2022, (v) having acted as financial advisor to Northwoods Energy, then a member of the Apollo Group, in connection with its sale transaction, which transaction closed in August 2023, and (vi) having acted as financial advisor to certain funds of the Apollo Group in connection with the acquisition of a minority stake in AUTODOC, which transaction closed in April 2024. In addition, in the course of its review, Houlihan Lokey also identified certain current engagements with one or more members of the Apollo Group unrelated to the Merger for which Houlihan Lokey and/or its affiliates could receive, in the upcoming year, aggregate compensation of $3 million or more, including providing financial advisory and/or valuation advisory services to members of the Apollo Group. Houlihan Lokey and certain of its affiliates may provide investment banking, financial advisory and/or other financial or consulting services to Everi, IGT, members of the Apollo Group, other participants in the Merger or certain of their respective affiliates in the future, for which Houlihan Lokey and such affiliates may receive compensation. In addition, Houlihan Lokey and certain of its affiliates, and certain of Houlihan Lokey’s and its affiliates’ respective employees, may have committed to invest in private equity or other investment funds managed or advised by Apollo, other participants in the Merger or certain of their respective affiliates or security holders, and in portfolio companies of such funds, and may have co-invested with the members of the Apollo Group, other participants in the Merger or certain of their respective affiliates or security holders, and may do so in the future. Furthermore, in connection with bankruptcies, restructurings, and similar matters, Houlihan Lokey and certain of its affiliates may have in the past acted, may currently be acting and may in the future act as financial advisor to debtors, creditors, equity holders, trustees, agents and other interested parties (including, without limitation, formal and informal committees or groups of creditors) that may have included or represented and may include or represent, directly or indirectly, or may be or have been adverse to, Everi, IGT, members of the Apollo Group, other participants in the Merger or certain of their respective affiliates, for which advice and services Houlihan Lokey and such affiliates have received and may receive compensation.

Certain Financial Projections

As a matter of course, Everi generally does not make public any long-term projections as to its future performance, earnings, or other results, other than annual guidance with periodic quarterly updates and, from time to time, longer-term financial targets, given the inherent unpredictability of the underlying assumptions and estimates for extended periods.

In connection with its consideration of the Proposed Transaction, Everi management reviewed various financial projections originally prepared and provided to the Board of Directors in connection with the Original Proposed Transaction. Among other things, Everi management prepared and provided to the Board of Directors in February 2024 certain non-public financial projections with respect to Everi’s business, as a standalone company and without giving effect to the Original Proposed Transaction, for the years ending December 31, 2024 through December 31, 2028 (the “Financial Projections”). The Financial Projections were also provided to IGT in connection with its evaluation of the Original Proposed Transaction, and to IGT’s financial advisors for use in connection with the Original Proposed Transaction. Everi management furnished the Financial Projections to (a) the Board of Directors in connection with its evaluation of the Proposed Transaction, (b) Houlihan Lokey for use by Houlihan Lokey in connection with the opinion described under “—Opinion of Houlihan Lokey,” and (c) Buyer and its advisors in connection with their evaluation of the Proposed Transaction.

The Financial Projections are included in this proxy statement solely to give Everi stockholders access to certain information that was made available in connection with the Board of Directors’ consideration of the Proposed Transaction, and are not included in this proxy statement to influence any Everi stockholder to make any investment or voting decision with respect to the Proposed Transaction or for any other purpose. In particular, the

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Financial Projections should not be viewed as public guidance. The Financial Projections are included in this proxy statement because they were accepted by the Board of Directors for provision to Houlihan Lokey for use in connection with the opinion described under “Proposal 1: Approval of the Merger Agreement—Opinion of Houlihan Lokey” beginning on page 79.

The Financial Projections were prepared by or at the direction of, and are the responsibility of, Everi management (and were not prepared with a view towards public disclosure or compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information). Neither any independent registered public accounting firm of Everi, nor any other independent accountant, has audited, reviewed, examined, compiled, nor applied agreed-upon procedures with respect to the Financial Projections contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the Financial Projections described below. The reports of the independent registered public accounting firms incorporated by reference into or included elsewhere in this proxy statement relate to the historical financial statements of Everi and do not extend to the Financial Projections and should not be read to do so.

Although the Financial Projections were prepared with numerical specificity, they are forward-looking statements that involve inherent risks and uncertainties. Further, the Financial Projections cover multiple years in the future and projections by their nature become less reliable with each successive quarter and year. Everi stockholders are urged to read “Cautionary Statement Concerning Forward-Looking Statements” for additional information regarding the risks inherent in forward-looking information such as the Financial Projections. Everi stockholders also should review those risk factors incorporated by reference into this proxy statement from Item 1A of Everi’s annual report on Form 10-K for the year ended December 31, 2023, and from Item 1A of Part II of Everi’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024 and June 30, 2024 and subsequent filings with the SEC. The Financial Projections also reflect numerous variables, expectations, and assumptions available at the time they were prepared as to certain business decisions that are subject to change. As a result, actual results may differ materially from those contained in the Financial Projections. Accordingly, there can be no assurance that the projected results summarized below will be realized. Everi stockholders are urged to review the description of the reported and anticipated results of operations and financial condition and capital resources, including Everi’s historical financial statements included in its filings with the SEC.

The inclusion of the projections in this proxy statement should not be regarded as an indication that Everi or any of its affiliates, advisors, officers, directors, or representatives considered or considers the Financial Projections to be necessarily predictive of actual future events, and the Financial Projections should not be relied upon as such. The inclusion of the Financial Projections herein should not be deemed an admission or representation by Everi that its management views the Financial Projections as material information.

Everi does not intend to, and, except to the extent required by applicable law expressly disclaim any obligation to, update, revise, or correct the Financial Projections to reflect circumstances existing or arising after the date such projections were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the projections are shown to be in error or any of the Financial Projections would not be realized.

Certain of the financial information contained in the Financial Projections are considered non-GAAP financial measures. These non-GAAP measures are defined below and include Adjusted EBITDA, EBIT, Net Operating Profit After Taxes, and Unlevered Free Cash Flow. The most directly comparable GAAP financial measure to Adjusted EBITDA, EBIT, and Net Operating Profit After Taxes is net income, which reflects total revenues less total costs and expenses, interest expense, net, and provision for income taxes. The most directly comparable GAAP financial measure to Unlevered Free Cash Flow is Cash Flows from Operating Activities. Everi management provided this information because Everi management believed it could be useful in evaluating the businesses that are the subject of such financial information. Non-GAAP financial measures should not be

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considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Everi may not be comparable to similarly titled amounts used by other companies. The non-GAAP financial measures were selected for use in the Financial Projections as they were provided to and relied upon by Everi’s financial advisor for the purposes of the fairness opinion and/or by the Board of Directors in connection with its consideration of the Proposed Transaction. Financial measures provided to any financial advisor in this context were not prepared with a view toward public disclosure and are excluded from the definition of non-GAAP financial measures under applicable SEC rules and regulations. As a result, such Financial Projections are not subject to SEC rules regarding disclosures of non-GAAP financial measures.

The Financial Projections were based upon numerous estimates or expectations, beliefs, opinions, and assumptions with respect to Everi’s business, including its results of operations and financial condition, customer requirements and competition, and with respect to general business, economic, market, regulatory and financial conditions and other future events, all of which are difficult to predict and many of which are beyond Everi’s control and may not be realized. The Financial Projections: (a) do not take into account any transactions, circumstances, or events occurring after the date they were prepared, including the Proposed Transaction, costs and expenses incurred or to be incurred in connection with the Proposed Transaction, synergies expected to result from the Proposed Transaction or costs and expenses necessary to achieve anticipated synergies, or the effect of any failure of the Merger or any other Proposed Transaction to occur; (b) are not necessarily indicative of current market conditions or values or future performance, which may be significantly more or less favorable than as set forth in the Financial Projections; and (c) are not, and should not be regarded as, a representation that any of the results or expectations contained in, or forming a part of, the Financial Projections will be achieved.

Everi management believes that the assumptions used as a basis for the Financial Projections were reasonable based on the information available to Everi management at the time prepared. However, the Financial Projections are not a guarantee of actual future performance. The future financial results of Everi’s business may differ materially from those expressed in the Financial Projections due to factors that are beyond Everi’s ability to control or predict.

For the foregoing reasons, and considering that the Special Meeting will be held more than eight months after the Financial Projections were prepared, as well as the uncertainties inherent in any forecasting assumptions/information, Everi stockholders and readers of this proxy statement are cautioned not to place unwarranted reliance on the Financial Projections set forth below. The inclusion of the Financial Projections in this proxy statement should not be regarded as an indication that Everi or its affiliates, representatives, or advisors considered or consider the Financial Projections to be necessarily predictive of actual future events, and the Financial Projections should not be relied upon as such. The Financial Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information contained in Everi’s public filings with the SEC. Everi urges all of its stockholders to review its most recent SEC filings for a description of its reported financial results. See “Where You Can Find More Information; Incorporation by Reference” for additional information.

Everi has not made and makes no representation to any Everi stockholder or to the Apollo Funds, Buyer, or Buyer Sub, in the Merger Agreement or otherwise concerning the Financial Projections or regarding Everi’s ultimate performance compared to the information contained in the Financial Projections or that the projected results will be achieved.

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The following table presents a summary of the Financial Projections for the years ending December 31, 2024 through December 31, 2028. Information included in tables may not foot due to rounding.

Interests of Everi’s Directors and Executive Officers in the Merger

Certain of Everi’s directors and executive officers may have interests in the Merger that differ from, or are in addition to, those of Everi stockholders generally.

Overview

In considering the recommendations of the Board of Directors to approve the Merger Agreement Proposal, the Compensation Proposal, and the Adjournment Proposal in connection with the Proposed Transaction, Everi stockholders should be aware that, similar to other transactions of this type, certain of Everi’s directors and executive officers may have interests in the Merger that differ from, or are in addition to, those of Everi

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stockholders generally. The Board of Directors was aware of and considered these potential interests, among other matters, in evaluating, negotiating, and reaching the determination to approve the Transaction Documents and the Proposed Transaction, and to recommend to Everi stockholders that they vote to approve the Merger Agreement Proposal, the Compensation Proposal, and the Adjournment Proposal. These interests are described and quantified in detail in the narratives and tables below.

Everi’s executive officers for purposes of the discussion below are: Mr. Michael D. Rumbolz, Executive Chair; Mr. Randy L. Taylor, President and Chief Executive Officer; Mr. Mark F. Labay, Executive Vice President, Chief Financial Officer and Treasurer; Mr. David J. Lucchese, Executive Vice President, Sales and Marketing; Mr. Darren D.A. Simmons, Executive Vice President, FinTech Business Leader; Ms. Kate C. Lowenhar-Fisher, Executive Vice President, Chief Legal Officer, General Counsel and Secretary; and Mr. Todd A. Valli, Senior Vice President, Corporate Finance and Tax and Chief Accounting Officer.

In connection with the Closing, it is anticipated that Mr. Labay will transition from the role of Executive Vice President, Chief Financial Officer and Treasurer of Everi to the role of Chief Integration Officer of the Combined Enterprise.

As of October 3, 2024, no executive officers or directors of Everi beneficially own any shares or ownership interest in Buyer or Buyer Sub.

Treatment of Everi Equity-Based Awards in the Merger—In General

As noted above, subject to the terms and conditions of the Merger Agreement, at the Merger Effective Time, (a) each Everi RSU that is outstanding as of immediately prior to the Merger Effective Time will be cancelled and automatically converted into a right to receive a cash payment equal to the product of (i) the number of shares of Everi common stock subject to each such Everi RSU, and (ii) the Per Share Price; (b) each Everi PSU that is outstanding as of immediately prior to the Merger Effective Time will be cancelled and automatically converted into a right to receive a cash payment equal to the product of (i) the number of shares of Everi common stock subject to each such Everi PSU (based on the assumed achievement of the performance metrics at 100% of target under each such Everi PSU), and (ii) the Per Share Price; (c) each Everi Stock Option that is outstanding and unexercised immediately prior to the Merger Effective Time will be cancelled and automatically converted into a right to receive a cash payment equal to the excess, if any, of (i) the Per Share Price over the per share exercise price of such Everi Stock Option, multiplied by (ii) the number of shares of Everi common stock covered by such Everi Stock Option immediately prior to the Merger Effective Time; and (d) each Everi Stock Option with a per share exercise price that equals or exceeds the Per Share Price will be cancelled for no consideration, with the cash awards contemplated in clauses (a), (b) and (c) referred to as the “Newco Cash Awards.” The Newco Cash Awards will be subject to the same time-based vesting terms and otherwise substantially the same terms and conditions (excluding the form of settlement and any terms related to performance, but including any double-trigger vesting provisions) as in effect for the corresponding Company Equity Award immediately prior to the Merger Effective Time. Any portion of the Newco Cash Awards attributable to Everi Stock Options that vested prior to the Closing shall be paid to the holder within seven business days following the Closing and any portion attributable to Everi Stock Options that vest following the Closing shall be paid to the holder within seven business days of the relevant vesting event.

The Merger will qualify as a “change in control” (as defined in the Everi Equity Plans) for certain accelerated vesting provisions contained in awards granted under the Everi Equity Plans.

Equity-Based Awards Held by Non-Employee Directors 

The terms of time-vested deferred Everi RSUs granted to Everi’s non-employee directors under the 2014 Plan provide that any such unvested awards will become vested upon the date of a change in control (within the meaning of the 2014 Plan). As a result, any then-unvested deferred Everi RSUs granted to non-employee

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directors will be entitled to accelerated vesting and settlement on the Closing, subject to compliance with Section 409A of the Code. Everi recently made the grants of deferred Everi RSUs listed in the table below to each of its non-employee directors on May 1, 2024 as part of their annual retainer, which will normally vest in full on the 12-month anniversary of the grant date. Accordingly, if the Merger closes prior to May 1, 2025, such deferred Everi RSUs will become fully vested and subject to settlement on the Closing. All outstanding Everi Stock Options and all deferred Everi RSUs granted to Everi non-employee directors prior to May 1, 2024 are fully vested and will be settled in a cash payment within seven business days following the Closing.

For illustrative purposes, if the Closing were to have occurred on September 11, 2024, the latest practicable date prior to the filing of this proxy statement, the table below shows (a) the number shares subject to unvested Company Equity Awards held by Everi non-employee directors, and (b) the value Everi’s non-employee directors would receive in respect of their then-outstanding unvested Company Equity Awards if such awards were subject to accelerated vesting and settlement on the Closing, based on the Per Share Price of $14.25 per share. Depending on when the Merger Effective Time actually occurs, unvested Company Equity Awards may vest and/or be cancelled, in each case, prior to the Merger Effective Time in accordance with their terms and independent of the Closing. All share numbers have been rounded to the nearest whole number.

For more information on equity holdings of Everi’s non-employee directors, see “Security Ownership of Certain Beneficial Owners and Management.”

Equity-Based Awards Held by Executive Officers of Everi

As noted above, the Company Equity Awards will be replaced with Newco Cash Awards, with substantially the same terms and conditions as the underlying Company Equity Award (other than form of settlement and performance conditions).

The terms of Everi RSUs and Everi PSUs granted to Everi’s employees and executive officers under the 2014 Plan provide that, in the event of the termination of a participant’s employment by Everi without “cause” or by

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the participant for “good reason,” in each case, within 10 days prior to a change in control or within 24 months thereafter (the “double trigger vesting provision”), such participant’s outstanding Everi RSUs and Everi PSUs will accelerate and fully vest. Accordingly, because the Merger will constitute a change in control under the 2014 Plan, the first prong of the double trigger vesting provision contained in awards granted under the 2014 Plan and held by executives employed through the Closing will have been satisfied as of the Closing and will continue to apply to Everi RSUs and Everi PSUs that have been converted into Newco Cash Awards. In addition, the Everi PSUs also provide that on a termination of employment without cause during the performance period, regardless of whether a change in control occurs, the Everi PSUs held by such participant will remain outstanding and eligible to vest and settle on a prorated basis based on actual achievement of the performance metrics through the end of the performance period (the “delayed settlement provision”).

In the case of Everi PSUs, the terms of the Merger Agreement provide that such Everi PSUs will be converted into Newco Cash Awards based on the assumed achievement of the performance metrics at 100% of target. In applying the double trigger vesting provision or the delayed settlement provision to Everi PSUs that have been converted into Newco Cash Awards, the cash payment payable upon a qualifying termination or the Closing, as applicable, will be determined on a prorated basis based on the number of days that have elapsed during the applicable performance period through the participant’s termination date.

All outstanding Everi Stock Options held by Everi executive officers are fully vested as of the date of the filing of this proxy statement and will be settled in a cash payment within seven business days following the Closing.

For illustrative purposes, if the Closing were to have occurred on September 11, 2024, the latest practicable date prior to the filing of this proxy statement, the table below shows the value Everi’s executive officers would receive in respect of their then-outstanding and unvested Company Equity Awards on a “double-trigger” basis (except as noted below), applying the same assumptions used in “—Quantification of Potential Payments to Everi’s Named Executive Officers in Connection with the Merger,” which includes the Per Share Price of $14.25 per share. The amounts shown in the chart below do not include any Company Equity Awards that were vested as of September 11, 2024, the latest practicable date prior to the filing of this proxy statement. The amounts in the chart below reflect the value in respect of Company Equity Awards that would vest in accordance with the applicable equity plan and award agreement and without regard to applicable tax withholding. For Everi PSUs with a performance period that is not yet complete as of the assumed date of the Closing, the amounts reflect vesting at target performance levels in accordance with the terms of the Merger Agreement. Depending on when Merger Effective Time actually occurs, certain of these awards may vest and/or be cancelled, in each case, prior

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to the Merger Effective Time in accordance with their terms and independent of the Closing. All share numbers have been rounded to the nearest whole number.

For more information on equity holdings of Everi’s executive officers, see “Security Ownership of Certain Beneficial Owners and Management.”

Fiscal Year 2025 Equity Grants

Everi may grant fiscal year 2025 equity awards under the 2014 Plan (the “Permitted Equity Awards”) in the ordinary course of business consistent with past practice, including to executive officers, up to an aggregate of 1,600,000 shares of Everi common stock, including up to an aggregate of 750,000 shares of Everi common stock to executive officers and up to an aggregate of 75,000 shares of Everi common stock to non-employee directors. All Permitted Equity Awards subject to performance-based vesting conditions will count toward such limits based on the assumed achievement of the performance metrics at 100% of target. No Permitted Equity Award will provide for single-trigger vesting or double-trigger vesting acceleration other than such awards granted to non-employee directors to the extent consistent with past practice. Upon the Closing, the Pro-Rata Portion of such Permitted Equity Awards will be converted into Newco Cash Awards and will be subject to ratable time-based vesting over the original vesting period, subject to continued employment through each applicable vesting date, provided that upon a termination by Everi without cause during the 24-month period following the Closing, the Pro-Rata Portion will be paid out within 30 days following such termination. The “Pro-Rata Portion” is determined by multiplying the number of shares in each vesting tranche by a fraction, (a) the numerator of which is equal to the number of days that have elapsed from the date of grant through the Closing Date plus 90, and (b) the denominator of which is the number of days in the applicable vesting period.

Severance Arrangements for Everi Executive Officers

Mr. Rumbolz entered into an Executive Chair Agreement with Everi on April 1, 2023 that is scheduled to expire on March 31, 2025 or Mr. Rumbolz’s earlier death, incapacity, removal, or resignation. Upon expiration of his Executive Chair Agreement, Mr. Rumbolz is entitled to reimbursement for continued group health coverage for the executive and his eligible dependents for up to 18 months.

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Each of the Everi executive officers listed below is party to an employment agreement with Everi that provides for certain severance benefits upon a termination without “cause” by Everi or termination for “good reason” by such executive officer, regardless of a “change in control” (including the Merger). None of Everi’s executive officers will be eligible for any enhanced severance benefits as a result of the Merger.

Severance benefits under such arrangements generally include:

As a condition to receiving the severance payments described below, each Everi executive officer listed below is required to sign a general release of claims and comply with the restrictive covenants in his or her employment agreement.

Separately, Everi’s severance program for employees below the Executive Vice President level provides for certain cash severance payments upon an involuntary termination due to reasons unrelated to individual performance, such as mergers, acquisitions, or other business restructuring activities. Under such program, Mr. Valli is entitled to receive 24 weeks’ of salary as severance if he experiences a qualifying termination of employment (including in connection with the Merger), and if such termination occurs after December 31, and prior to the payment of annual bonuses for the prior year, he will also remain eligible to receive an annual bonus for the prior year based on the terms of Everi’s annual incentive bonus plan. As a condition to receiving each of these payments, Mr. Valli is required to sign a general release of claims.

Retention Bonus Program

In connection with the Original Proposed Transaction, Everi adopted a retention bonus program in March 2024, providing for a $20.0 million retention bonus pool (the “First Retention Pool”) and entered into retention agreements with employees, including the executive officers listed below. In connection with the Proposed Transaction, Everi established an additional $12.0 million incremental bonus pool (the “Second Retention Pool”) and amended and restated the terms of such retention agreements with the intent to facilitate a smooth transition of the business, including during the pendency of the Proposed Transaction. The retention agreements, as

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amended and restated, provide that an executive officer will earn the right to receive retention bonus installment payments as follows:

Each executive officer’s retention agreement requires that the executive officer remain continuously employed by Everi and continue to perform his or her duties satisfactorily through the applicable retention date above (except as provided below) in order to receive any installment payment. The retention bonus installment payments will be subject to withholding and paid in the next regular payroll cycle following the applicable retention date.

If the executive officer is terminated without cause by Everi prior to March 15, 2025, such executive officer will remain entitled to receive the second and third installment payments described above, but will forfeit the fourth installment payment. If the executive officer is terminated without cause by Everi or the Combined Enterprise on or after March 15, 2025, such executive officer will remain entitled to receive the third and fourth installment payments described above. If the Closing does not occur for any reason, then the third and fourth installment payments will be automatically forfeited.

The maximum aggregate amount of each executive officer’s retention bonus opportunity is listed in the table below.

Quantification of Potential Payments to Everi’s Named Executive Officers in Connection with the Merger

The information below is intended to comply with Item 402(t) of Regulation S-K, which requires disclosure of information about compensation for each of Everi’s “named executive officers” that is based on or otherwise relates to the Merger. Under applicable SEC rules, Everi’s named executive officers for this purpose are required to consist of Everi’s named executive officers for whom disclosure was required in Everi’s most recent proxy statement filed with the SEC, who are:

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To the extent that any of Everi’s named executive officers’ compensation arrangements are described in “Interests of Everi’s Directors and Executive Officers in the Merger,” they are incorporated herein by reference. The amounts set forth in the table below, titled “Everi ‘Golden Parachute’ Compensation,” represent an estimate of each named executive officer’s “golden parachute” compensation, and assume the following:

The amounts shown are estimates based on multiple assumptions and do not reflect compensation actions that could occur after the date of this proxy statement and before the Closing, such as the vesting of currently outstanding Company Equity Awards, the grant of new Company Equity Awards, and/or any amounts payable under Everi’s annual incentive plan for calendar year 2024. As a result, the actual amounts received by a named executive officer may differ materially from the amounts shown in the following table, titled “Everi ‘Golden Parachute’ Compensation.”

For purposes of this discussion, “double-trigger” refers to benefits that require satisfaction of two conditions, which are the Closing as well as a qualifying termination of employment.

Everi “Golden Parachute” Compensation