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spk00: Hello, and thank you for standing by. My name is Regina, and I will be your conference operator today. At this time, I would like to welcome everyone to the joint IGT and every conference call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you would like to ask a question during this time, simply press star, then the number one on your telephone keypad. If you'd like to withdraw your question, press star one again. We do ask that you please limit your questions to one and one follow-up. I would now like to turn the conference over to Jim Hurley, SVP, Investor Relations at IGT. Please go ahead.
spk06: Thank you, Regina, and thank you all for joining us for the joint call between IGT and Every Holdings. Today's call is hosted by Vince Adusky, IGT's Chief Executive Officer, and Randy Taylor, President and CEO of Every Holdings. After some prepared remarks, Vince, Randy, and other team members will be available for your questions. During today's call and in relation to the announced transaction, we would be making some forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are not guarantees and our actual results may differ materially from those expressed or implied in the forward-looking statements. The principal risks and uncertainties that could cause our results to differ materially from our current expectations are detailed in the latest IGT and every SEC filings. During this call, we will discuss certain non-GAAP financial measures. You'll find additional disclosures regarding these non-GAAP measures in IGT and every respective filings with the SEC, which are posted on our respective investor relations websites. And now I'll turn the call over to Ben Sadusky.
spk04: Thank you, Jim. We are excited to have you all join us this morning. By now you've seen the news that IGT intends to spin off its global gaming and play digital businesses and merge them with every existing operations. The combination of two robust gaming platforms with complementary capabilities and geographic footprints creates a comprehensive global gaming and fintech enterprise that is stronger and more valuable together. Joining me here today from IGT are Matt Sciatta, our Chief Financial Officer, Fabio Celedon, Executive Vice President of Strategy and Corporate Development. From EVRI, we have Randy Taylor, President and CEO, and Mark Labai, Chief Financial Officer. Well, last summer, IGT's Board of Directors began an evaluation of potential strategic alternatives for our global gaming and play digital businesses. The goal was to unlock the full value of IGT's portfolio of market-leading assets. The transaction announced today is a key milestone in that process. The separation of Lottery from Global Gaming and Play Digital and the merging of Global Gaming and Play Digital with Every create two best-in-class global pure play companies. IGT shareholders will retain 100% ownership of a Global Lottery pure play while participating in the upside from a faster-growing gaming, digital, and fintech business. We believe the creation of two more focused companies, each with top-notch teams and simplified business models, better positions each company to service its customers and create significant value for stakeholders. It allows for more focused operating and capital allocation strategies, capital structures that are optimized for different business models, and increased flexibility to pursue organic and inorganic growth strategies. It also provides the opportunity for investors to better appreciate the intrinsic value of each standalone business. I'll let Randy expand a bit on the transaction itself.
spk12: Thank you, Vince. I'm excited to join Vince on this call this morning and provide more information about the planned merger of Every and IGT's global gaming and play digital businesses. Transactions announced today include the separation of IGT's lottery business from the gaming, digital, and sports betting businesses, which will be spun out into a new company and merged into Every Holdings. Once the transaction closes, Every Holdings will rebrand and rename the company International Game Technology Inc. Every will continue to trade on the New York Stock Exchange, but transition to a new ticker, IGT. Under the terms of the expected merger, current IGT shareholders will receive 103.4 million shares of Every, and the remaining lottery business will receive an approximate $2.6 billion cash distribution in the new and refinanced debt of the merged company. Post-closing this proposed merger, current IGT shareholders will hold approximately 54% of the total shares outstanding, and current every shareholders will hold approximately 46%. This transaction has an implied enterprise value of approximately $6 billion for the merged company. We expect estimated P&L annualized run rate synergies of $75 million and an additional $10 million of CapEx savings that combined company can achieve by the end of the third year post-closing. As part of this expected merger, the combined company plans to raise $3.7 billion in debt to pay off existing every debt and to pay an estimated $2.6 billion to the remaining IGT global lottery business. Proforma net leverage at closing for the merged company is expected to be moderate at a range of 3.2 to 3.4 times Proforma expected 2024 adjusted EBITDA. The IGT global lottery business will receive an estimated $2.2 billion in net distribution and will use these proceeds to repay debt and for general corporate purposes. Vince will now provide an overview of leadership and governance and key approvals and conditions necessary for completion of the transaction.
spk04: In terms of leadership and governance, after closing, Mike Rumboltz will become chairman of the combined business and Randy will remain on the board of directors. I will become the company's CEO. Fabio Celedon will be CFO. Mark Labai will assume the role of Chief Integration Officer. We will be supported by an incredibly talented team across both organizations. At IGT PLC, both Marco Sala and Max Chiatta will continue in their existing roles as Executive Chair and Chief Financial Officer, respectively. Renato Ascoli will serve as CEO of the Global Lottery business, and I will continue to lead IGT PLC as CEO until the closing of the transaction. In the meantime, IGT PLC's board will conduct a search for its next CEO. All voting members of the IGT PLC and every board have unanimously approved the transaction, which is subject to regulatory approvals and approvals by both IGT and every shareholders. D'Augustini has agreed to vote in favor of the transaction, which is expected to close in late 2024 or early 2025. Now let's focus on the exciting elements of this transformational merger. The combination creates a comprehensive B2B product portfolio that is a one-stop shop for customers' land-based gaming, high gaming, sports betting, and fintech needs. The business has an attractive recurring revenue model, with recurring revenue streams from gaming operations, iGaming, and fintech solutions representing over 60% of pro forma revenue. The growth outlook for the combined entity is compelling. We expect revenue to grow at a mid-single-digit compound annual rate through 2026, with adjusted EBITDA increasing at an even stronger high single-digit rate. That's through a mix of organic, top-line growth for the existing businesses, enhanced by significant synergies. We expect to manage the business with a strong balance sheet and conservative leverage profile. Improved cash flow should allow for investments in both organic and inorganic growth, significant debt repayment, and share buybacks. We have an amazing group of employees at both companies today, so the company will have a best-in-class team with long-standing industry knowledge, relationships, and a proven track record in B2B gaming and fintech.
spk12: Combination of IGT's Global Gaming and Play Digital with Avery's games and fintech businesses will increase the scope of our capabilities, creating a combined entity with a more diverse portfolio of products and services with strong recurring revenues. This slide provides a snapshot of the pro forma combined entity, as well as the buildup of both the standalone IGT Global Gaming and Play Digital and Avery for the last 12 months as of September 30, 2023. By combining the two companies together, revenues would have been $2.6 billion. The pro forma install base would be approximately 70,000 units, with approximately 35% of these units being higher performing premium units and game sales of over 41,000 game units. The combination of the two businesses is expected to provide a more diverse and balanced revenue base globally, with gaming operations contributing approximately 41%, gaming sales approximately 35%, fintech approximately 14%, and digital approximately 10% of revenues.
spk04: Complimentary capabilities create an integrated omni-channel one-stop shop addressing all aspects of the gaming ecosystem. There is significant opportunity to leverage our respective customer relationships to cross-sell the portfolio and support that with a superior customer service proposition. Together, we have the ability to generate touchpoints across the entire player journey, whether that's on the casino floor or on the go in a digital format. The combined studio network ensures significant ongoing R&D capabilities to develop top content across categories. With over 25 dedicated studios around the world, the combined company is positioned to enhance game development capacity. That will support continued investment in the momentum of our most popular land-based digital franchises, such as Wheel of Fortune, Cleopatra, and Cash Machine, in addition to unique offerings like omni-channel jackpot games. We will also be able to allocate a larger R&D budget to support key strategic initiatives, like the development of premium and multi-level progressive games while maintaining our popular Class 2 and Stepper offerings.
spk12: I want to spend a few moments providing a brief overview of Avery's FinTech Solutions business. Avery provides a comprehensive suite of financial access, reg tech, player loyalty, and mobile solutions to casino operators that improve efficiencies for our customers' operations and amplifies the experience for their patrons. In 2023, we processed nearly 147 million financial access transactions, driving close to $47 billion to casino floors. Our financial access products include standalone and self-service kiosks that allow patrons to access cash, as well as cashless solutions where patrons can fund a digital wallet directly or purchase Tito tickets. Our loyalty products enable patrons to directly enroll in the casino's players club or manage their existing players club account directly through self-service kiosks that we sell and service for our customers. Additionally, casino operators can utilize our loyalty platform to create and manage promotions to increase engagement with their patrons. Our RegTech products include software solutions that enable casino operators to manage their regulatory compliance requirements required for anti-money laundering programs, as well as certain tax compliance requirements. One of the more exciting opportunities of the combination is the potential to integrate every FinTech business with IDT systems. By combining FinTech with IGT Systems Business, which includes casino operating systems, cash management systems, cash solutions, and other proprietary technology, we can seamlessly connect the patron with our casino customers, reducing friction and creating a better patron experience. We believe our combined products and services will provide superior customer support. One example of this is with our digital wallet, where today the EveryWallet connects to a game either by connecting directly to a casino operating system or through a third-party connection. Our complementary combined offerings should create a best-in-class wallet solution for casino operators and improve the patron experience, which will ultimately increase the adoption of cashless wallet solutions. We plan to improve the operability of features and functions and drive more innovation that broadens the ecosystem of product and service offerings for customers and their patrons. Additionally, there's an opportunity to leverage IGT's existing global reach to more rapidly expand every fintech products and services into new international markets.
spk04: One of the more compelling aspects of bringing these companies together is the significant synergies that enhance the revenue and profit growth potential of the business. ProForma 2024 revenue is projected at $2.7 billion, and we expect to deliver mid-single-digit compound annual growth rate through 2026. That's before any revenue synergy, such as distributing every game content into IGT's existing VLT, international and digital networks, and its fintech solutions in international and distributed gaming markets. Similarly, there's opportunity to expand IGT's content into every Class 2 network. and we believe our best-in-class digital and cashless solutions will provide the most compelling product offer for existing and new casino customers. The profit outlook is equally compelling. Pro forma adjusted EBITDA is projected for each approximately $1 billion in 2024. We expect it to grow at a high single-digit compound annual rate through 2026, including $75 million of identified cost savings in three main areas. The biggest opportunity is with supply chain and input cost optimization that comes with greater purchase volume. Other areas include streamlined operations and the consolidation of the existing real estate footprint. P&L improvement, in addition to CapEx efficiencies with the installed base, are expected to drive higher conversion of adjusted EBITDA to cash flow from the pro forma mid-50s level to approximately 70% over the next three to five years. This should generate over $800 million in pro forma adjusted cash flow in 2026. The modest leverage profile and high cash flow generation allows for a balanced capital allocation strategy that includes investment in both organic and inorganic growth, significant debt repayment, and share buybacks. The conclusion of the strategic evaluation and transaction is clearly the news of the day, but I'd like to spend a few minutes on the post-transaction profile of IGT's remaining global lottery business. Upon the successful completion of the transaction, IGT's remaining operations will be comprised of its current global lottery business and corporate support functions. That establishes the company as a premier pure play lottery business with a diversified contract mix, broad global reach, and leading positions in important markets. The lottery business will have an attractive financial profile, including an enhanced capital structure with low pro forma net debt leverage of approximately two and a half times shortly following the closing of the transaction. We will have more time to expand on our lottery business when IGT reports earnings on March 12.
spk12: As noted earlier, the transaction needs to clear regulatory approvals and shareholder votes. We currently expect it to close in the late 2024 or early 2025. Before we open the call to your questions, there are clearly many compelling benefits to bringing these businesses together. We strongly believe it has the potential to create the most long-term value for both IGT and every shareholders to the organic growth outlook, synergies, and the potential re-rating of the business due to the increased scale and diversification the combination offers. Now, we'll open the call for your questions.
spk00: At this time, I'd like to remind everyone, in order to ask a question, press star followed by the number one on your telephone keypad. We do ask that you please limit your questions to one and one follow-up. Our first question will come from the line of Barry Jonas with Truist Securities. Please go ahead.
spk11: Hey guys, good morning and congrats on this transformative announcement. I wanted to start and see if maybe you could give some background on how the deal came together and why you both think this was the best move for each company. Thanks.
spk04: Yeah, I'll start off from the IGT perspective. As you know, we've had two years now really of of record results for the company, and yet we continue to trade at an inferior multiple by any measure, cash return, yield, shorthand multiple, et cetera, to both our lottery peers and our gaming peers. made it even clearer that we really needed to do something strategically. We've been talking about this for quite some time as a board. We're really methodical about it. We made the announcement all the way back in the beginning of the summer, and we feel like we really left no stone unturned in terms of the conversations we've had with counterparties and thinking about all the various alternatives along with our advisors as to how to best generate real value for our shareholders going forward. It was pretty clear the separation of the businesses for all the reasons I mentioned here and we've chatted about in the past was really key to unlocking value and having these two companies, these two separate businesses within the same company be disaggregated and go along their own pathway from the opportunity to generate incremental focus in each individual business as well as capital policies. This journey led us to the conviction that our gaming business has significant growth opportunity going forward. And it would take a significant offer in a sales scenario to convince us, the board of management, that we should realize a game and be done with this business. The separation is really enhanced by combining with another entity. And when we had our conversations with Randy and Mike and the Every Team, it became really clear to us that this is absolutely the best solution. The best alternative, we don't feel like there's a lot of any, any leakage in terms of negative synergies or divestiture that are necessary. We are in amazingly complimentary. product lines, given their strength in fintech. We're not in fintech. We're in systems. We're both pursuing cashless, but with different industry-leading competencies. Their strength in class two, ours really, as of late in the last couple of years, in the MLP premium space and historical strength in the web space. Our international footprint, Every's good game titles being desirous of expanding into international markets, but it's an expensive endeavor to undertake without having significant scale. I can go on and on and on, but we really ultimately decided this was the best alternative. So separation made a lot of sense, and separating with a great partner like Every with these complementary strengths really, really was the best alternative and not even close to anything else that we had pursued or worked on.
spk12: I don't think there's a lot to add there, Barry. I think Vince covered all the things that I would have covered. I just think that the management teams have worked very well together in trying to understand how complementary we are with each other. I think Vince hit on the areas we talked about. FinTech, we think, can really enhance the systems business. We think it will actually allow us to get outside of the U.S. faster and Clearly, for us to get global, you know, that was going to be a big endeavor, and that's a big cost. So we look at this as just a great opportunity for our shareholders, you know, to see how this combined company can really improve the overall shareholder value. So it's been a great process.
spk11: Great. And then just as a follow up, you know, you talk about seeing minimal negative synergies. I think historically in this space, negative synergies have been somewhat a factor in M&A. So maybe just honing in a little bit more on that. And I guess specifically, you've been working on separating lottery and gaming for a while. Is there any negative aspects there? And are there ways to manage that from a relationship or? contractual perspective. Thank you.
spk04: Yeah. No, I would agree with you. We look back in the industry and you've had equipment supplier acquire equipment supplier and kind of one or two entities in particular historically were aggressive in that area. And I think if you look back on it, you find that there was pretty aggressive cost cutting. And ultimately, a lot of the historical titles, once they became older, there was a reduction in the overall R&D and a streamlining of the hardware. So you pass forward and you look back, and ultimately, the combination didn't yield that classic you know, kind of marketing thing, one plus one equals three. In this particular case, when you look at where the significant revenue streams lie for each one of these companies, they're very different. In fact, where we overlap in areas like mechanical stepper and in class three games, it's very, very small. It's a very small percentage of the overall business. And even in those particular categories, we expand our IP library significantly. And I think over time, you know, the opportunity to streamline hardware for sure is something that, you know, will drive a lot of the benefit. But clearly, increasing that IP library and also having this very significant network of international studios, I think positions the company really well for continuing its growth journey and being very competitive in this space. And ultimately that's what it's all about. I think it's all about the opportunity to continue to develop world-class leading games and the way you increase your chances is to have this this very strong studio network as well as as you know really terrific great ip library there's a lot of learnings that have got into the ad the investment in r d over the the years to develop successful games and also determine what's what's what's not successful as well as this international footprint capability that international growth opportunity is something that IGT has, I think, a very bright future going forward. We've competed very, very well in North America in the last several years. And I think the international space is one where we deserve a much greater share. And I think the combination makes us stronger to be able to really exploit those titles that have been created in North America for February into adjacent markets. So I think that's pretty neat. And then also, not enough time to get into it today, but the combination of systems and fintech that Randy touched upon, as well as the future of cashless. You know, there's really no complete cashless solution out there. Everyone is kind of delivering a half loaf We feel very strongly about our IP. Every is very strong with their IP. I think that combination coupled with the fintech infrastructure that they've built, which is unprecedented in North America, is really exciting to offer clearly the best in class product. And then also when you look at the portfolio of offering, I think as businesses and industries evolve, the larger players want to deal with other large players. It's just more efficient. And there's pricing efficiencies. There's combination. There's creative combinations that can be offered in terms of commercialization. And I think having this portfolio that covers really A to Z in a casino, and I think that one slide that kind of shows all the different customer touch points, just makes us more valuable, especially to the larger casino customers around the world. Great. Thank you so much, and congratulations. Thank you.
spk00: Your next question comes from the line of Jeffrey Stanchel with Stifel. Please go ahead.
spk10: Hey, good morning, everyone. Thanks for taking our question and congrats on the announcement. Starting off, Vince, Randy, in the prepared remarks, you walked through a mid-single-digit organic growth for a three-year CAGR before any sort of top-line synergies between the two companies. Can you just unpack this a bit more? Where do you see the most growth coming from and have you baked in any assumptions
spk04: that figure on market share gains you know across any of your kind of core product verticals yeah good question i mean really the the mid single digit growth on the top line is the combination of our of our individual business plans so really no assumptions made around the the the synergy opportunity on on the on the top line As we get into it, we've done some preliminary work and we really do think there is opportunity, as we mentioned, not only to exploit some of every titles internationally, but also every very strong in the class two environment. And IGD has not been that strong in class two, despite having a pretty terrific historical IP lottery and game title. So we think there's some real opportunities there as well as, the good work that our teams will do together in making our systems business really the best in the world. So I think, you know, that growth profile is based upon what we believe we will achieve, and that's a combination of growth in the market as well as, I think, pretty modest but continuing to grow share.
spk12: Yeah, I would just say that we both looked at it in a realistic manner and didn't really bake in a lot of revenue synergies. But I think we think there are a lot of opportunities out there. So I think the way we built the model and how we're looking at the growth right now is really moderate, and I think there's upside.
spk04: Yeah, to me, this is one of these combinations that it's very straightforward. It's simple math. And I think that should give us all confidence that there is great opportunity for cash flow growth because we've really built it based upon the very specific identification of cost synergies and without the promise or need to drive revenue synergies. But we do feel very strongly that we have the opportunity for revenue synergies as well.
spk10: Okay, great. Thanks, Randy. And then for my follow-up, I think you talked about this a little bit in the prepared remarks, but based on the lack of overlap here, no required divestitures are expected, but maybe looking at that a little bit differently, I mean, you are going to be boasting arguably the most diverse portfolio out there following the merger. With that in mind, do you think there's any assets in this portfolio that you might look to or be willing to monetize for the right price that maybe appear a bit more non-core under the pro forma strategy.
spk04: No, we don't. We are, you know, as you know, IGT has been engaged in divestitures over the years out of its PLC, you know, primarily on the lottery side. But right now it's got a gaming portfolio that it feels is really complimentary from, you know, our iCasino offering to our sports betting offering right on down for each one of our product lines. And I would say really the same thing for every FinTech.
spk12: I don't think that we look at any of our products or services as something that at this point in time we'd be looking to do anything with. We know there's regulatory approvals that we have to go through, but we feel pretty confident where we sit right now.
spk04: Yeah, this is a competitive industry, so we feel like there's plenty of competition over those combinations.
spk10: Very clear. Thank you both, and congrats again.
spk04: Thank you. Thanks.
spk00: Your next question comes from the line of Chad Bannon with Macquarie. Please go ahead.
spk03: Hi. Good morning, all. Thanks for taking my question. Congrats on the announcement. First, just wanted to ask about the leverage. I know that that's in the release just in terms of what the proforma leverage will be. It's obviously an interesting time with potential rate cuts. How are you thinking about kind of the medium-term leverage of this new company, the potential free cash flow, you know, if it could pay a dividend, just kind of how the capital allocation, you know, mantra will come out of this deal. Thanks.
spk04: Yeah, so I think I'll start it, and then Fabio or Max can kind of add on to this. One of the things that we both agreed on early on was it will be really important to ensure that a leverage profile out of the gate was reasonable. So take kind of a worst-case scenario based off of our combined cash flow without maybe any liberties with synergies, and let's back into what the right capital structure is. And that really will be important to have the flexibility to continue to invest in the business and to be able to do shareholder friendly things to keep investors excited with our capital policy as well as the operations of the customer from the operations of the business. We have mentioned what we believe that the leverage profile could be at closing, and that's simply just based upon the view of our individual businesses operating throughout 2024 until the closing. And then going forward, and we've got our financing package in place, of course, and going forward, the opportunity to reduce interest as well as reducing our principal, we think has real potential to really further enhance our returns.
spk05: So let me start from a Rimenko perspective, from a PLC, this is Max Chiara speaking, from a PLC Rimenko perspective, So we are in the early innings of the separation work, but again, when you think about our net debt at the end of September, 5.3 billion, you consider the cash that will be made available through the separation and the combination back to the IGT PLC, which is a net 2.2 billion figure. um you can you uh we expect uh uh the resulting net leverage position uh shortly after closing for remain to be around 2.5 times uh you may remember this was our um low end of the range in our long-term target so that would allow us to really take the box on one of the most important targets that we announced back in 2021 when when we had our investor day And again, I would like to conclude this answer with a consideration about the importance of having, for IGT RIMENCO, having a low leverage is maintaining a strong financial position and a low leverage profile would provide a maximum opportunity to pursue any and all compelling growth opportunities that might materialize in the future. Most importantly, we have some large contracts that are coming up for the new one, as well as we recently renewed and extended existing contracts. So we have been talking about our affect cycle for some time, and that is going to come up. And so adding a low leverage at the start of that cycle is a very good thing.
spk03: Thank you for that, Max. That was actually going to be my next question. My follow-up. Maybe just kind of thinking about non-gaming opportunities. Recently, Every has expanded with their Venutize acquisition into, let's call it, non-gaming payments businesses. And I think that TAM and the growth opportunity investors found that to be strong. Are there other maybe non-gaming, kind of non-traditional synergistic opportunities that could come out of this? or should we expect for the combined company to really focus on the traditional pieces of gaming land-based and digital? Thanks.
spk04: Yeah, I think, you know, to be honest, that's a smaller part of the universe of opportunities that we've looked at just given the time constraints of getting to this combination. And we will get into, of course, our planning activities post closing. So, you know, I don't want to make too strong of a statement about our strategic objectives going forward on a combined basis. I'll just say that in the B2B gaming space, We feel as if there can be a handful of industry leaders that are creating great games, that are enjoying really the resurgence in slob play around the world post-COVID, and then also enjoying the expansion of iCasino that will certainly continue to take place throughout the world and over the next several years in North America in particular. And there's really only a few players that can honestly offer omni-channel jackpot play, and we are one of those. So now with more titles and more geographies, it's our goal to – to lead in this space. And this is something that's becoming, I think, more and more important to operators, to have seamless transition between digital and land-based gaming. And then the If you can be an expert in the ancillary services that also are very helpful to casino customers, we think that is a significant enhancement. And in North America, every has certainly done that. And the thing that's really great about in addition to their longstanding leadership position at FinTech, is their entrepreneurial perspective. And I think their willingness to reach out into adjacencies, make some small bets, and see what the opportunity is there. And I think that's pretty neat. And personally, I'm interested in exploring that more. But I think the industrial logic of the large cash flow generation capability from this combination is pretty clear in the B2B space.
spk12: And I would say that when we looked at venue ties, it still is really entertainment-based. And so I think it fits well. I think, you know, given the size of the company going forward, look, I think there will be opportunities to be looked at. But, you know, I agree with Vince. I think there's just a lot of opportunity in the current gaming space that we're at. me on the outskirts.
spk04: Thank you both. Appreciate it. Thanks. Thank you.
spk00: Your next question comes from the line of George Sutton with Craig Hallam Capital. Please go ahead.
spk09: Thank you. I'm very intrigued by the combination of the Every Digital Wallet with what IGT brings to this. I wondered if you could get a little more specific on that patron experience and or what you're getting by bringing these together competitively?
spk04: Yeah, I think you understand the products and services that both companies offer. So ideally, you have a system that enables the machines to be able to interact with the digital wallet. and also a lot of touch points to actually get people to enroll in a digital wallet. And all those things really are present in IGT and Every's current capabilities. So when I say we truly would be the only one to suffer a complete solution, We don't have to install hardware into machines, retrofit them at cost and with third-party hardware. We don't need to ask someone else's permission to be able to provide that opportunity. I think both companies have invested a significant amount in R&D, and I think we have a lot of credibility there. in the gaming space, the system space at IGT's front, and certainly in the fintech side on every front. So I think bringing these things together will offer not only a compelling offering, because again, the two solutions we're working on are limited by our capabilities, but also in interacting with our very valuable casino customers, I think we both bring a lot of credibility to the table. And I think they will definitely want to listen and understand our proposition. And I think that puts us in an advantageous position versus the competitive set.
spk12: Yeah, I mean, I totally agree. And I just think it allows us to accelerate what we're doing today in the cashless area. So it's very exciting from an average standpoint.
spk09: So relative to your expectations for a late 24, early 25 close and just the regulatory requirements required, can you just walk through what some of those key regulatory requirements. Obviously we're familiar with HSR and FTC, but beyond that, from a gaming perspective.
spk12: Yeah, look, I think that, you know, from a regulatory standpoint, you know, there's the global footprint of IGTs. They've clearly gotten more licenses. But, you know, we have a significant amount of licenses in North America. There's overlap in that license area. Look, I think it's one of those things that we're going to work our way through. But we're both, you know, well-licensed companies, and that should not be something that's, you know, overly burdensome. You know, we know there's antitrust out there. We'll work through that process. But
spk04: you know we feel you know that the timing that we've laid out late 24 and early 25 is very manageable yeah i would just say on the antitrust uh front you know there's uh yeah there's clearly even with this combination there's there's competitors who are larger out there um And with regard to gaming regulators, one of the things that is very positive is both companies are seasoned, longstanding, very highly compliant, reputable, known entities, and they're public companies. So we think that gives the regulators in any jurisdiction a lot of comfort around this combination. This is not combining with a let's say, a large digital entity based outside of the U.S. that's involved in, you know, in gray markets, black markets, where there's a lot of promises of divestitures that in order to get regulators, especially in North America, to get comfortable with the deal, these are two known entities that have been, you know, incredibly compliant and two of the best actors in the industry.
spk00: Our next question will come from the line of David Katz with Jefferies. Please go ahead.
spk08: Hi, good morning, everyone, and congratulations all around. Obviously, this was a lengthy and complex process and a lot of work. I do want to try and step down a layer, if we can, into the studios, the leadership teams within the various components of gaming. You know, sort of following the people has usually, you know, been critically important. Vince, you talked about this just a little bit. But, you know, anything you can share about, you know, which studios or which, you know, which people be running gaming, et cetera, et cetera. And then I have one quick follow-up.
spk04: Yeah, sure. And thanks for recognizing the length and the complexity. Yeah, I will say that. the carve-out nature of IGTs needing to go through that process in order to do something strategic with its land-based gaming and play digital operation uh was one of the drivers of what's taking a lot of time and an incredible amount of of effort uh but obviously all worth it to get us to to this point to be able to do uh this this fine strategic transaction with regard to the studios um yeah that is the you know whether you're kind of my old business media you're in the gaming business That creative element is, of course, the key towards your future success. I would say from the IGT side, we've been at this for a long time, attempting to improve our capabilities. in each one of these gaming categories, in particular in premium. And we've had some really good recent success over the last couple of years. And with that, we're continuing to refine our process. Even during kind of the pre-COVID era, when IGT was in a difficult position with high leverage, One of the things it did not do when it enacted several cost reduction plans is reduce its amount of investment in R&D, recognizing that that was absolutely key towards future growth and game development. is a process. It takes a lot of time to develop great games. And as you start to develop better games, you start to recognize the attributes of what's working, et cetera. And success doesn't always repeat in the same studios. So having really good, smart, creative people located in a lot of different geographies It has been a key for us to be competitive in all these spaces, from premium to the VLTs and certainly in digital. With regard to every being a smaller company, we think it's really remarkable. uh the great success that they've had with fewer resources uh yet being very competitive uh in in various game categories uh as i mentioned most of these are complementary to uh where igt is is most competitive so on a go-caller basis uh obviously you know talking about the the people and the product and the development process, all of that is critically important to get right. And we just get very excited about the ability to have a larger R&D budget and have more people involved in the creative process and the learnings that we've individually had to take our best practices and have our teams really have the opportunity to maximize the R&D spend to increase our chances for
spk08: for success got it this all looks like it makes a ton of sense one quick follow-up please if i may any any light you can shed on what the tax impact to igt shareholders you know might be or could be or some tools for us to you know figure it out or maybe this is just a simple question on on you know capital gains um
spk05: It will help. Yes, Dave, this is Max. Max here again. So we have added a page to the appendix of the presentation illustrated today that basically highlights from a tax point of view that there is limited tax leakage at the PLC level due to the benefit of participating to the tax exemption regime as a UK corporation, as a UK PLC company. uh so we are estimating a about 100 million dollars of tax leakage which obviously are deducted from the 2.6 billion payment um the reason why one of the reason why we um at the end of the day decided to go with a taxable transaction is because That provides the most flexibility for both RemainCo and for MergeCo to pursue other strategic alternatives as standalone entities and including of different capital allocation strategies with greater flexibility. And lastly, this transaction is taxable to IGT shareholders as well, so there is an impact that is approximately 30% of the fair market value of the distribution.
spk08: Thank you very much.
spk00: Our next question will come from the line of Joe Stauff with Susquehanna. Please go ahead.
spk07: Thank you. Good morning. Congrats. Very interesting transaction. I wanted to ask maybe, you know, I know that's a little bit earlier, but maybe say the path to completion and, you know, kind of the bigger steps and or the mileposts that you'll need to accomplish to be able to close. So, you know, maybe most importantly, you know, say the regulatory... process that you have um obviously there is going to be some angst about just the the regulatory environment overall here in the us and you know if you could maybe put some some of the more relevant dates on the calendars we kind of think about you know uh timing it closed and so forth um yeah i'm not sure there's much to add my earlier comment other than the first thing we'll need to do is to
spk04: do our filings, which we are, the teams have already been working on that pre-close. So that will start the clock. And then, as you know, we'll prepare proxy statements, go to our shareholders. If there's any SEC comments, et cetera, the normal process. I can't really offer up anything more than what I've said earlier regarding our are in good standing with regulators and the fact that post-closing there will be larger competitors out there. So that's our perspective.
spk07: Okay. Fair enough. I do realize it's a little difficult to comment on, but I appreciate it. And outside of the U.S., are there any... It doesn't seem to us that there are really any other jurisdictions... where investors would look at as, say, a higher hurdle with respect to regulatory clearance. Is that a fair assessment?
spk04: Yeah, it is. Again, when you think about it, every primarily operates in North America, so the impact internationally is de minimis. IGT continues to be the lion's share or all of the commercial activity in those markets.
spk07: Understood. Thanks very much and congrats. Thank you.
spk00: Our final question will come from the line of David Hargraves at Barclays. Please go ahead.
spk01: Hi. I'm wondering if there are any specific terms of the 5% notes that require those to be redeemed in connection with this transaction or whether they might potentially remain outstanding afterwards? And then would, I assume to the extent they need to come out, it would be a 102 and a half call. Could you please confirm that?
spk12: On the note side, I think I'll turn it over to Mark, but I don't think we have any issues there, but go ahead, Mark.
spk02: Look, I think if we contemplate this transaction where we're talking about the debt profile of the transaction, refinancing what we have outstanding, and a lot of it obviously depends on the timing of the close. uh there there is no uh we would if it closes early in late 2024 there is a little bit of a premium on the call bringing a little early but otherwise it should be pretty straightforward transaction for us but you take you anticipate call not a change of control offer um it will be a there will be a change of control in there too so yeah i mean we do We do believe that that could be a possible outcome. We're looking into it all.
spk01: Okay. And then with respect to the IGT debt pay down, are there any specific bond instruments that you would target there that we should be thinking about?
spk05: Yes. So first, this is Max again. So first of all, we have secured the consent from our banking group to proceed with this transaction. um we have committed to uh reduce by 50 percent our existing term loan exposure we have about 800 million euros so 400 million are allocated are going to be allocated to the terminal the rest will be allocated to that instrument um as we see fit as we get closer to the execution of the transaction keeping in mind the typical boundaries maturity extension, economic terms, and viability of the transaction. So all in all, we think this is a greatly leveraging opportunity for IGT Rimenko. And also, by the way, we have also, part of the consent, we have also agreed to reduce our revolver commitment by about 20%. as obviously we are looking forward to a relatively smaller company going forward. So I think we have resized the revolver appropriately to the new remain co-perimeter. But all in all, we're confident we can move forward with that transaction pretty efficiently as we get closer to the execution date.
spk01: That's helpful. Congrats. This company is going to be relevant for the next. So great job. Thank you. Thank you. Thanks.
spk00: And that does conclude today's conference call. We thank you all for joining, and you may now disconnect your lines.
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