Everi Holdings Director Cashes Out Shares at $14.25 After Voyager Deal
Rhea-AI Filing Summary
Form 4 highlights: Director Debra L. Nutton reported the disposition of 500 Everi Holdings Inc. (EVRI) common shares and the cancellation of 30,400 restricted stock units (RSUs) on 07/01/2025.
The dispositions occurred automatically at the closing of Everi’s merger with Voyager Parent, LLC under the Agreement and Plan of Merger dated 07/26/2024. At the Effective Time (07/01/2025), each EVRI share and each underlying RSU were converted into the right to receive $14.25 in cash:
- Common shares: 500 × $14.25 = $7,125 cash consideration
- RSUs: 30,400 units × $14.25 = $432,600 cash consideration (payable on original vesting schedule)
Following the transactions, the reporting person’s beneficial ownership is 0 shares/RSUs, and Everi has become a wholly-owned subsidiary of Voyager Parent. No other equity transactions are disclosed.
Positive
- Merger completed: Cash consideration of $14.25 per share delivered as agreed, removing deal-completion risk.
- Clear compensation treatment: RSUs converted to cash under original vesting, maintaining value for insiders without diluting new owner.
Negative
- Zero remaining public float: Director ownership reduced to zero, signalling EVRI equity is no longer publicly traded and limiting future upside participation for prior shareholders.
Insights
TL;DR: Merger closed; director equity cashed out at $14.25, confirming EVRI’s take-private transaction completion.
The filing confirms legal consummation of the Everi–Voyager merger. The automatic cash conversion eliminates equity risk for existing holders and finalises a process announced a year earlier. Because the price and terms mirror the merger agreement, the impact is largely procedural for investors that already arbitraged the deal spread. However, closure removes any remaining transactional uncertainty and ensures liquidity at the agreed price. For option-holders (RSUs), the cash payments will follow original vesting, preserving compensation value while simplifying capital structure post-close.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 9,200 | $0.00 | -- |
| Disposition | Restricted Stock Units | 10,700 | $0.00 | -- |
| Disposition | Restricted Stock Units | 10,500 | $0.00 | -- |
| Disposition | Common Stock | 500 | $14.25 | $7K |
Footnotes (1)
- This Form reports securities disposed of pursuant to certain transactions (the "Proposed Transaction") contemplated by the definitive agreements Everi Holdings Inc. (the "Company") entered into on July 26, 2024 with International Game Technology PLC, a public limited company incorporated under the laws of England and Wales ("IGT"), Ignite Rotate LLC, a Delaware limited liability company and a direct wholly owned subsidiary of IGT ("Spinco"), Voyager Parent, LLC, a Delaware limited liability company ("Buyer"), and Voyager Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Buyer ("Buyer Sub"). These definitive agreements entered into by the parties in connection with the Proposed Transaction include, among others, an Agreement and Plan of Merger, dated as of July 26, 2024, by and among IGT, Spinco, the Company, Buyer, and Buyer Sub (the "Merger Agreement"). (cont'd from Footnote 1) Pursuant to the Merger Agreement and the other definitive agreements, on July 1, 2025 (the "Effective Time"), the Company became a wholly-owned subsidiary of Buyer. At the Effective Time, each share of the Company's common stock held by the reporting person was converted into the right to receive $14.25 in cash consideration, without interest in accordance with the Delaware General Corporation Law. Pursuant to the Merger Agreement, each of the Company's restricted stock units (each, an "RSU") that is outstanding as of immediately prior to the Effective Time was canceled and automatically converted into a right to receive a cash payment equal to the product of (a) $14.25 and (b) the number of shares of the Company's common stock subject to each such RSU, payable subject to the same time-based vesting terms and otherwise substantially the same terms and conditions as in effect for such RSU immediately prior to the Effective Time.
