Item 7.01. Regulation FD Disclosure.
On November 14, 2017, Everi Holdings Inc. (the
Company
), issued a press release announcing that its
wholly-owned subsidiary, Everi Payments Inc., intends to offer, subject to market and other conditions, $375.0 million in aggregate principal amount of senior unsecured notes due 2025 (the
Notes
). The Notes will be
guaranteed on a senior unsecured basis by the Company and certain of the Companys direct and indirect domestic subsidiaries. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The Company intends to use the net proceeds from the Notes offering, together with cash on hand, to redeem in full its existing
$350.0 million of 10.00% Senior Unsecured Notes due 2022 in accordance with their terms and pay related fees and expenses.
The Notes
will be offered and sold only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the
Securities Act
), and to certain
non-U.S.
persons in accordance with Regulation S under the Securities Act. The Notes and guarantees thereof will not be registered under the Securities Act or the securities laws of any state or other jurisdictions, and may not be offered or sold in the
United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
The information contained under Item 7.01 in this Current Report on Form
8-K,
including Exhibit 99.1
(the
Report
), is being furnished and, as a result, such information shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
Exchange
Act
), or subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act, as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.
This Report does not constitute an offer to sell or the solicitation of an offer to buy the Notes or
any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful. Any offers of the Notes will be made only by means of a private
offering memorandum.
Cautionary Information Regarding Forward-Looking Statements
This Report contains forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. In this
context, forward-looking statements often address our expected future business and financial performance, and often contain words such as goal, target, future, estimate, expect,
anticipate, intend, plan, believe, seek, project, may, should, or will and similar expressions to identify forward-looking statements.
The forward-looking statements in this Report are subject to additional risks and uncertainties, including those set forth under the heading
Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations in our filings with the Securities and Exchange Commission (the
SEC
), including, without
limitation, our Annual Report on Form
10-K
for the fiscal year ended December 31, 2016 filed with the SEC on March 14, 2017 and subsequent periodic reports, and are based on information available to
us on the date hereof.
These cautionary statements qualify our forward-looking statements and you are cautioned not to place undue
reliance on these forward-looking statements. Any forward-looking statement contained herein speaks only as of the date on which it is made, and we do not intend, and assume no obligation, to update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.