Nevada panel approves Voyager-Apollo deal to buy IGT and Every, creating new IGT holding

The Nevada Gaming Commission on June 26 approved registration and suitability applications that will allow Voyager Parent LLC, a holding company backed by Apollo-managed funds and the D'Agostini group, to acquire International Game Technology PLC (IGT) and Every Holdings Inc. The commission approved the package of related registrations, waivers and orders after a multi-hour presentation and question period that reviewed deal structure, financing, integration plans and compliance arrangements.

Voyager Parent will acquire IGTand Every through a two-step transaction that combines the companiesgaming and digital businesses into a single enterprise to be known as IGT and headquartered in Las Vegas, presenters told commissioners. Apollo and co-investors committed roughly $1.3 billion of equity for the deal; the transaction is being financed with roughly $4.3 billion of debt and additional equity from co-investors and the D'Agostini family.

Why it matters: The combined company will be one of the largest global gaming-technology suppliers and will employ thousands of Nevada residents, presenters said. Commissioners pressed sponsors on regulatory controls, post-close governance, labor impacts and incentives for management. Regulators also reviewed requested waivers tied to private-investment-company structures under Nevada regulation 15C and related reporting conditions.

Presenters outlined integration and governance plans and said leadership and compliance teams are in place. Danny Cohen of Apollo described the private-equity investment thesis and said the combined company would produce recurring revenues and seek margin improvements through operational and procurement efficiencies. Nicholas Kim, president of IGTand named interim CEO, summarized integration work streams and said more than 100 employees from both companies participated in planning. Kate Lowenhar Fisher, named chief compliance officer for the combined company, described compliance staffing and the expectation of managing dual license portfolios until subsidiary rationalization is completed.

Commissioners asked about regulatory approvals in other states, the timing of close, financing terms and the planned management incentive program. Cohen said most regulatory approvals were in place and that New York approval was expected by the following week; he said the financing had been syndicated and was held in escrow pending the remaining regulatory signoffs. Commissioners also pressed for assurances that employee pay and benefits would remain in place at close, and were told that employment agreements would generally stay in force and that Apollo expects to target non-headcount operational improvements for margin uplift.

Outcome and next steps: After the presentation and questions, a commissioner moved to approve nonrestricted items 1, 2 and 3 as set out on the agenda, including the draft orders circulated to the commission. The motion passed by voice vote with no opposition. Staff and presenters said remaining regulatory approvals in other states would be cleared in the coming days and that the closing timetable anticipates concurrent state approvals.

The commission record includes detailed draft orders and a confidential slide deck submitted to staff. The approval is conditional on the orders discussed at the meeting and on the reporting and compliance conditions required by Nevada regulations for private-investment-company structures.