Amaya Inc. announced that it entered into a definitive agreement to sell 100% of the issued and outstanding shares of Amaya Americas Corporation, the indirect parent company of Cadillac Jack, Inc. to AGS, LLC, an affiliate of funds managed by Apollo Global Management, LLC (together with its consolidated subsidiaries. All dollar ($) figures are in Canadian dollars unless noted otherwise.
Pursuant to the Agreement, AGS will purchase all of the shares of Amaya Americas for an aggregate purchase price of approximately $476 million1, comprising cash consideration of $461 million, subject to adjustment, and a $15 million Payment-in-kind Note, bearing interest at 5.0% per annum and due on the eighth anniversary of the closing date.
"Cadillac Jack has grown its business significantly in new geographies and new markets under Amaya, and we are very proud of the efforts of its management and its employees," said Amaya CEO David Baazov. "We are confident that combining Cadillac Jack with AGS presents a strong opportunity to expedite the company's growth strategy, while at the same time crystallizing on the strong value created in the business to benefit Amaya's shareholders."
The Transaction is anticipated to close in 2015, subject to receipt of gaming regulatory and antitrust approvals and other customary closing conditions.
Net proceeds from the Transaction will be used primarily for deleveraging, including the repayment of Cadillac Jack's existing senior secured term loan and mezzanine debt. The Transaction is a result of Amaya's previously announced strategic review to explore alternatives for Cadillac Jack with the fundamental objective of expediting Cadillac Jack's growth strategy and maximizing value for Amaya's shareholders.
Macquarie Capital and Deutsche Bank Securities Inc. are acting as Amaya's co-financial advisors in connection with the Transaction, and Greenberg Traurig, P.A. is serving as legal advisor to Amaya in connection with the Transaction.