Everi Announces Pricing of Public Offering of Common Stock

Everi Holdings Inc. (NYSE: EVRI) (“Everi” or the “Company”), a premier single-source provider of gaming products, financial technology and player loyalty solutions in the gaming industry, today announced the pricing of its previously announced underwritten public offering of 10,000,000 shares of its common stock at a public offering price of $11.25 per share (the “Offering”), for net proceeds of approximately $107,000,000, after underwriting discount but before estimated offering expenses payable by the Company.  The Company has also granted the underwriters a 30-day option to purchase up to an additional 1,500,000 shares of the Company’s common stock at the public offering price. The Offering is expected to close on December 10, 2019, subject to customary closing conditions.

The Company intends to use the net proceeds from the Offering to refinance a portion of its existing indebtedness in one or more transactions, which may include the repayment of certain outstanding borrowings under the Company’s existing term loan facility and/or the redemption and/or repurchase of a portion of its outstanding 7.50% Senior Unsecured Notes due 2025. Pending the deployment of the net proceeds for such refinancing transactions, the Company may invest the net proceeds in short-term, interest-bearing, investment-grade securities.

Jefferies and Stifel are acting as joint book-running managers, Craig-Hallum Capital Group and Raymond James are acting as joint lead managers, and SunTrust Robinson Humphrey is acting as co-manager for the Offering.

This Offering is being made pursuant to an effective shelf registration statement and prospectus and a related preliminary prospectus supplement filed by the Company with the Securities and Exchange Commission (“SEC”).  This press release shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. A preliminary prospectus supplement relating to, and describing the terms of, the Offering has been filed with the SEC and is available on the SEC’s website at www.sec.gov.

Copies of the preliminary prospectus supplement and related prospectus for this Offering can be obtained from Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2^nd Floor, New York, New York 10022, or by email: [email protected], or by telephone: 1 (877) 821-7388; and from Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate, One South Street, 17th Floor Baltimore, Maryland 21202, or by telephone: 1 (855) 300-7136, or by email: [email protected].

Forward-Looking Statements

The forward-looking statements in this press release are subject to a variety of risks and uncertainties, including those set forth under the heading “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our periodic reports filed with the Securities and Exchange Commission (the “SEC”), including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2018, and are based on information available to us on the date hereof.

These cautionary statements qualify our forward-looking statements and you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statements, including the sale of common stock and use of proceeds therefrom, contained herein speaks only as of the date, today December 5, 2019, on which it is made, and we do not intend, and assume no obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.