The list of recent M&A activity is indeed long: Pinnacle Entertainment and Ameristar; Scientific Games and WMS Industries; SHFL Entertainment and Bally Technologies; IGT and GTECH; Amaya and Rational Group; Aristocrat and VGT; and, most recently, Scientific Games and Bally Technologies. As the gaming industry pursues consolidation to increase growth, declining share values increase the likelihood of future mergers.
Funding and regulatory approval are the two biggest hurdles for any large-scale gaming company consolidation to clear. As the sheer number of deals announced in recent months indicates, there is money available when the share price of the target is perceived to be undervalued and the buyer is an established industry participant. The $1.3 billion purchase price for VGT is equivalent to about 8.3 times the company’s $157 million in earnings before interest, taxes, depreciation and amortization (EBITDA) recorded in 2013. The $1.3 billion that Bally paid for SHFL Entertainment was estimated at about 16 times SHFL’s earnings before EBITDA based on the equity value, while the $1.5 billion that Scientific Games paid for WMS was estimated at only seven times WMS’ EBITDA earnings. Gaming investment has not seen this type of energy since 2005, when MGM Mirage acquired the Mandalay Resort group for $7.9 billion and Harrah’s Entertainment bought out Caesars for $9 billion.
Other gaming companies are also rumored to be in acquisition discussions, especially those with an Atlantic City presence.
Regulatory approval of a gaming acquisition includes both antitrust review and gaming regulatory licensing and suitability. When Pinnacle Entertainment announced in December 2012 that it was acquiring Ameristar Casinos for $2.8 billion, the Federal Trade Commission (FTC) challenged the proposed deal alleging it would “reduce competition and lead to higher prices and lower quality for customers in the St. Louis, Mo., and Lake Charles, La., areas.” Although the proposed price per share represented a 45 percent over the average closing price of Ameristar common stock and the sale received unanimous approval from both Ameristar and Pinnacle’s boards of directors, the FTC issued an administrative complaint against both companies alleging that the deal would violate U.S. antitrust law. Ultimately, Pinnacle divested assets in St. Louis and Lake Charles in order for the acquisition to close.
A year and a half later, gaming companies are now merging at a record pace, although the focus has shifted from operators to manufacturing and technology companies where antitrust issues are less of a concern. Even in a more favorable environment for FTC review, obtaining necessary regulatory approvals is often a deterrent to interested purchasers. GTECH, the world’s largest provider of lottery systems, is subject to regulatory licensing and oversight in more than 250 gaming jurisdictions throughout the world. These licenses undoubtedly gave GTECH an advantage over other potential purchasers in its $6.4 billion acquisition of IGT, the world’s biggest slot machine maker, reportedly licensed by more than 300 gaming jurisdictions. Scientific Games and WMS hold combined licenses or findings of suitability in more than 400 jurisdictions, easing the regulatory review of Scientific Games’ proposed acquisition of Bally Technologies for $3.3 billion by the 300 gaming jurisdictions in which Bally holds a license.
In some proposed mergers, it is the gaming regulators that drive the timing and ultimate price of a transaction. The Rational Group, owner and operator of the PokerStars and Full Tilt Poker brands, was unsuccessful in its 2013 efforts to enter the U.S., first through the proposed purchase of the Atlantic Club Casino, and then with a partnership with Resorts Casino to become an Internet gaming provider in New Jersey. In both cases, the New Jersey Division of Gaming Enforcement expressed concern over the suitability of Rational as a licensee. Under its agreement with Amaya, announced in June 2014, certain Rational Group principals must sell their stock and resign from the company and all of its subsidiaries. Amaya’s $4.9 billion acquisition of the Rational Group not only transformed the company into the largest publicly held online gambling business in the world, but also provided the avenue for Rational to legally enter the U.S. online gaming market. The sale was able to close two months ahead of schedule in August 2014, after approval was obtained from all gaming regulatory authorities that currently license Rational Group. Amaya and the New Jersey Division of Gaming Enforcement have been reported to now be negotiating PokerStars’ suspended license application in that state.
With the number of manufacturing and lottery companies growing smaller every quarter, the next wave of gaming mergers is likely to involve larger-scale social and mobile gaming and payment processing in addition to competitive brick-and-mortar acquisitions.