공시 • Jul 01
Brightstar Capital Partners, L.P. completed the acquisition of PlayAGS, Inc. (NYSE:AGS) from Emmett Investment Management, LP, ArrowMark Colorado Holdings, LLC, BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc. and others.
Brightstar Capital Partners, L.P. submitted non-binding written indication of interest to acquire PlayAGS, Inc. (NYSE:AGS) from Emmett Investment Management, LP, ArrowMark Colorado Holdings, LLC, BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc. and others on March 31, 2024. Brightstar Capital Partners, L.P. signed a definitive agreement to acquire PlayAGS, Inc. (NYSE:AGS)from Emmett Investment Management, LP, ArrowMark Colorado Holdings, LLC, BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc. and others for approximately $550 million on May 8, 2024. AGS shareholders will receive $12.50 per share in cash. Upon completion of the transaction, AGS will become a privately held company and shares of AGS common stock will no longer be listed on any public market. Barclays Bank PLC, Citizens Bank, N.A. and Jefferies Finance LLC are parties to a debt commitment letter (the “Debt Commitment Letter” and, together with the Equity Commitment Letter, the “Commitment Letters”) delivered to Brightstar and have agreed to provide, on the terms and subject to the conditions set forth in the Debt Commitment Letter, certain debt financing to fund a portion of the payment of the aggregate Merger consideration and other amounts required to be paid under the Merger Agreement. The Investors have delivered the Equity Commitment Letter to Brightstar, pursuant to which, the Investors have committed to provide Brightstar, on the terms and subject to the conditions set forth in the Equity Commitment Letter, an aggregate equity commitment of approximately $370 million to fund a portion of the payment of the aggregate Merger Consideration and other amounts required to be paid under the Merger Agreement. Upon termination of the Merger Agreement in accordance with its terms, under specified circumstances, AGS will be required to pay Brightstar a termination fee, including if the Merger Agreement is terminated due to (i) the Company accepting a superior offer or (ii) the Company Board’s withdrawal of its recommendation of the Merger, in which case the termination fee payable by the Company to Brightstar will be $9,700,000 until June 22, 2024, at which point the termination fee payable by the Company to Brightstar will be $19,300,000. The Merger Agreement further provides that Brightstar will be required to pay the Company a termination fee of $38,600,000 in the event that the Merger Agreement is terminated under certain specified circumstances, including if the Merger Agreement is terminated by the Company following (i) Brightstar’s failure to consummate the Merger as required pursuant to, and in the circumstances specified in, the Merger Agreement or (ii) Brightstar or Merger Sub’s material breach of their representations, warranties or covenants in a manner that would cause the related closing conditions to not be satisfied. Brightstar may also be required to pay the Company a termination fee of $24,800,000 in the event that the Merger Agreement is terminated due to the failure to obtain gaming regulatory approvals in the circumstances specified in the Merger Agreement. As of March 17, 2025, Barclays Bank, Citizens Bank, N.A. and Jefferies Finance LLC, led by Barclays, have agreed to provide financing commitments consisting of a $775 million term loan B, a $75 million delayed draw term loan facility and a $100 million revolving credit facility to fund a portion of the payment of the aggregate merger consideration.
The proposed transaction, which is expected to close in the second half of 2025 is subject to customary closing conditions, including the receipt of regulatory approvals, expiration or termination of any waiting periods applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and approval by a majority of AGS stockholders. The Company’s Board of Directors has unanimously approved, and recommended that the Company’s stockholders approve, the agreement. The board of directors of Brightstar Capital Partners also approved the merger. As of August 6, 2024, PlayAGS stockholders voted to approve the Company’s acquisition by affiliates of Brightstar Capital Partners. The HSR Act waiting period expired at 11:59 p.m., Eastern Time, on December 9, 2024, satisfying a condition necessary for the completion of the Proposed Transaction. The transaction is expected to close in the second half of 2025.
Macquarie Capital is serving as financial advisor and Fairness Opinion provider to the Board of AGS and Steven M. Przesmicki, Miguel J. Vega, David Silverman and Barbara Mirza of Cooley LLP is serving as legal counsels to AGS. Jefferies LLC is serving as lead financial advisor to Brightstar. Barclays and Citizens JMP Securities are also serving as financial advisors to Brightstar. Matthew S. Arenson, Michael Weisser, Lee M. Blum and Omar Raddawi of Kirkland & Ellis LLP and Brownstein Hyatt Farber Schreck, LLP are serving as legal counsels to Brightstar. D.F. King & Co., Inc. acted as proxy solicitor to PlayAGS in the transaction. Gian Brown of Holland & Hart LLP acted as legal advisor to PlayAGS. Equiniti Trust Company LLC acted as transfer agent to PlayAGS.
Brightstar Capital Partners, L.P. completed the acquisition of PlayAGS, Inc. (NYSE:AGS) from Emmett Investment Management, LP, ArrowMark Colorado Holdings, LLC, BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc. and others on June 30, 2025. The transaction has cleared of all required regulatory approvals.
