Board recommends approval for Apollo-led Voyager acquisition of IGT gaming and Every Holdings

The Nevada Gaming Control Board voted to recommend approval of a multi-step acquisition that will place International Game Technology’s gaming and digital businesses together with Every Holdings under a new private holding company called Voyager.

The board voted to recommend approval of the application package and associated orders after an extended public presentation by counsel and investors and a review by investigations staff. The board attached conditions requiring the buyer to provide fully executed credit and collateral agreements to the board within 90 days of Commission approval, to make quarterly disclosures of certain ownership interests, and to house a $100,000 revolving investigative fund with the Nevada Gaming Control Board.

Why it matters: The transaction would create a large diversified gaming-technology supplier headquartered in Las Vegas combining IGT’s land-based gaming, systems and manufacturing business with Every’s fintech and digital products. Presenters said the combined company would be named IGT and would maintain significant operations in Nevada. The deal was described by counsel as a two-step transaction that converts previously-announced public-company plans into a private acquisition and integration led by Apollo-managed funds, coinvestors and the D’Agostini family.

What the board heard: Counsel for Voyager and investor representatives walked the board through the deal structure, capitalization and timeline, arguing the buyer will be a private investment company (PIC) under NGC rules and that most remaining regulatory approvals were expected in June with a target close around July 1. Presenters said the new enterprise will be led by an experienced executive team already largely recruited, and outlined commitments on employee equity programs, community donations and a plan to maintain Las Vegas as the company headquarters. The proposed capital structure was described as conservatively leveraged with roughly $4.3 billion of debt and a material equity commitment from Apollo Fund 10 and co‑investors.

Investigations and conditions: Board staff reported a thorough background review of principal licensees and managers, including the two Apollo partners proposed to sit on the VOTCO (Voyager VOTCO LLC) and the interim CEO and compliance officers identified for the combined company. Members pressed representatives on post‑close governance, the scope of future incentive programs, and how the new company will preserve regulatory compliance, anti‑money‑laundering controls and licensing continuity during the integration. The board included conditions mirroring prior PIC approvals (quarterly disclosure of unit holders and names, option and equity limits, maintenance of a dedicated investigative revolving fund, and delivery of executed debt and collateral documents within 90 days of Commission approval) to preserve the board’s ability to monitor ownership changes and to fund investigation work.

Formal action: Judge Assad moved that the board recommend approval of nonrestricted agenda item 1 (the Voyager transaction) as read into the record, including the revised order of registration and the conditions noted above. The motion passed unanimously (Member Assad: aye; Member Sandahl: aye; Chairman Hendricks: aye). The board also recommended separate draft orders terminating Every’s registration and amending IGT’s registration be considered by the Nevada Gaming Commission.

What’s next: The board’s recommendation will go to the Nevada Gaming Commission for final action. Staff and the parties said they expect to seek remaining regulatory approvals in other jurisdictions in June and to close shortly afterward if those approvals are obtained.

Ending note: Presenters emphasized commitments to maintain Nevada operations and to invest in compliance and workforce programs locally; board members pressed for robust documentary proof of the credit/collateral package and for ongoing disclosure of ownership changes so the board can monitor the new private ownership structure.