Brightstar Capital Partners (“Brightstar”), a private equity firm focused on investing in business services, industrials, consumer, and government services and technology companies, announced the closing of its acquisition of PlayAGS, Inc., a global full-service gaming supplier of high-performing slot, table, and interactive products. The transaction was first announced on May 9, 2024.

The closing follows approval of the transaction by AGS stockholders and the receipt of all required regulatory approvals. Under the terms of the agreement, AGS stockholders will receive $12.50 per share in cash, valuing the transaction at approximately $1.1 billion. As a result, AGS is now a privately held company, and its common stock will be delisted from the New York Stock Exchange (NYSE).

The acquisition comes amid strong growth momentum for AGS. Over the past three years, the Company has more than doubled its global slot unit sales to over 6,100 units, grown online real-money gaming content revenue by over 150%, and increased Table Products revenue by more than 50%—collectively driving three consecutive years of record revenue performance. Powered by strategic investments in R&D and a deep and diverse suite of high-performing products, AGS has become a comprehensive solutions provider across multiple product categories and has a growing global presence both in land-based and online casinos.

“We’re excited to join forces with Brightstar, a partnership that marks both a pivotal moment and a transformative new chapter in AGS’ growth story,” said David Lopez, CEO & President of AGS. “With Brightstar as a strategic partner, we believe AGS is in an ideal position to accelerate growth and double-down on delivering focused, high-impact innovation across slots, table products, and online gaming. This partnership sharpens our ability to serve casino operators with differentiated content and solutions built to give them a winning edge.”

“We are thrilled to officially welcome David and the AGS team to Brightstar,” said Andrew Weinberg, Founder, CEO & Co-Chair of Brightstar. “We believe that AGS’ full-spectrum product offering and customer-centric culture set it apart in a growing industry. Our goal is to help the Company expand into new markets and continue to use technology to create exciting games and products.”

Macquarie Capital served as financial advisor and Cooley LLP served as legal counsel to AGS. Jefferies LLC served as lead financial advisor to Brightstar. Barclays and Citizens JMP Securities also served as financial advisors to Brightstar. Kirkland & Ellis LLP and Brownstein Hyatt Farber Schreck served as legal counsel to Brightstar.

PlayAGS, Incorporated (NYSE: AGS) (“AGS” or the “Company”), a global gaming supplier of high-performing slot, table, and interactive products, today announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in connection with the previously announced agreement for the Company to be acquired by affiliates of Brightstar Capital Partners (“Brightstar”) for $12.50 per share in cash (the “Proposed Transaction”).

The HSR Act waiting period expired at 11:59 p.m., Eastern Time, on December 9, 2024, satisfying an important condition necessary for the completion of the Proposed Transaction, which is expected to close in the second half of 2025, subject to other conditions and regulatory approvals.

PlayAGS, Incorporated, a global gaming supplier of high-performing slot, table, and interactive products, today announced that it has signed a definitive agreement to be acquired by affiliates of Brightstar Capital Partners (“Brightstar”), a middle market private equity firm focused on investing in industrial, manufacturing, and services businesses.

The Company’s Board of Directors has unanimously approved, and recommended that the Company’s stockholders approve, the agreement. AGS shareholders will receive $12.50 per share in cash. The per share purchase price represents a 41% premium to the Company’s volume-weighted average share price over the last 90 days and a 40% premium to AGS’ closing price on May 8, 2024.

AGS is a global company focused on creating a diverse mix of entertaining gaming experiences for every kind of player. Powered by high-performing slot products, an expansive table products portfolio, and highly rated online casino content, the Company believes it offers an unmatched value proposition for its casino partners.

“We are very pleased to reach this agreement, which we believe provides our stockholders with compelling, certain cash value. Joining forces with Brightstar represents an exciting new chapter for AGS and our mission to provide exceptional gaming solutions for our operator partners,” said David Lopez, CEO & President of AGS. “With Brightstar’s resources and strategic guidance, we believe AGS will be well-positioned to make targeted investments in R&D, top talent, operations, and industry-leading innovation, which should accelerate our global footprint.”

“We look forward to working with David and the AGS team to capitalize on opportunities by taking a long-term approach to creating value,” said Andrew Weinberg, Founder & CEO of Brightstar. “AGS has a strong pipeline of new products, and we believe the Company’s innovative approach to game development provides significant potential for continued growth.”

“We have been impressed by AGS’ award-winning products, differentiated culture, and outstanding reputation in this expanding industry,” said Roger Bulloch, Partner at Brightstar. “We trust that partnering with AGS and executing on our shared vision can accelerate the Company’s ability to create even greater value for its customers and players around the world.”

Macquarie Capital is serving as financial advisor and Cooley LLP is serving as legal counsel 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. Kirkland & Ellis LLP is serving as legal counsel to Brightstar.

First Quarter 2024 Financial Results

In light of the proposed transaction, AGS has canceled its previously announced conference call to discuss its first quarter 2024 financial results, which had been scheduled for Thursday, May 9, 2024, at 5:00 p.m. EDT. Additionally, AGS will not be issuing a quarterly earnings release. The Company expects to file its 10-Q for the quarter ended March 31, 2024 with the SEC later today.

Timing and Approvals

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 and approval by a majority of AGS stockholders. 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.