Mr. Tim Foran reports

AMAYA COMPLETES ACQUISITION OF POKERSTARS AND FULL TILT POKER

Amaya Gaming Group Inc. has completed its previously announced acquisition of 100 per cent of the issued and outstanding shares of privately held Oldford Group Ltd., the parent company of Isle of Man-headquartered Rational Group Ltd., the owner and operator of the PokerStars and Full Tilt Poker brands, in an all-cash transaction for a total purchase price of $4.9-billion, including certain deferred payments and subject to customary purchase price adjustments. All dollar figures are in U.S. dollars unless noted otherwise.

"We are extremely pleased to have completed this acquisition," said David Baazov, chairman and chief executive officer of Amaya. "Through PokerStars, Full Tilt, and its multiple live poker tours and events, Rational's brands comprise the world's largest poker business, generating diversified and recurring revenues across the globe from its extremely loyal customer base.

"Rational's success is attributable to the company's core values of integrity, customer focus and challenge. These values are ingrained in the DNA of the company's staff located across the globe, led by Rational's deep, experienced executive and leadership teams. We intend for Rational to maintain this culture and will support its initiatives to continue growing this world-class business."

Rational Group founder and chief executive officer Mark Scheinberg said: "Since launching PokerStars in 2001, we have grown the business each year thanks to constant innovation, unparalleled customer service and the talent of our dedicated work force. While myself and other founders are departing, we are happy to see the business and the brands we have developed, along with the teams behind them, transferred to strong new ownership. I'm confident that Amaya, together with Rational Group's leadership, will continue to successfully grow the business into the future."

Financing details

The purchase price (excluding certain deferred payments) and fees and expenses relating to the acquisition and the related financing that have been paid by closing of the transaction were financed through a combination of cash on hand, new debt, a private placement of subscription receipts, a private placement of common shares and a private placement of non-voting convertible preferred shares, allocated as follows:

• $1.05-billion of convertible preferred shares, $600-million of which were subscribed by funds or accounts managed or advised by GSO Capital Partners LP or its affiliates; terms of the convertible preferred shares are included in the corporation's management information circular dated June 30, 2014, which was filed on SEDAR;
• $640-million (Canadian) of subscription receipts at $20 (Canadian) per subscription receipt which were automatically converted on a one-to-one basis into common shares upon closing of the acquisition;
• Certain funds or accounts managed or advised by GSO Capital Partners LP or its affiliates purchased $55-million of common shares at $20 (Canadian) per share;
• Senior secured credit facilities in the total principal equivalent amount in U.S. dollars of approximately $2.92-billion, and consisting of the following:
  • A $1.75-billion seven-year first-lien term loan priced at LIBOR (London interbank offered rate) plus 4 per cent, and a 200-million-euro seven-year first lien term loan priced at EURIBOR (euro interbank offered rate) plus 4.25 per cent, in each case with a 1-per-cent floor;
  • A $100-million five-year first-lien revolving credit facility priced at LIBOR plus 4 per cent, none of which was drawn at completion;
  • An $800-million eight-year second-lien term loan priced at LIBOR plus 7 per cent, with a 1-per-cent floor;
• Approximately $213-million from cash on hand, which includes the $50-million deposit made on June 12, 2014.

Advisers

Deutsche Bank Securities Inc. and Canaccord Genuity Corp. acted as lead financial advisers to Amaya in connection with the acquisition. Macquarie Capital and Barclays acted as co-advisers. Houlihan Lokey acted as financial adviser to Oldford Group. Amaya was represented by Osler, Hoskin & Harcourt LLP in connection with corporate and securities matters, including the offering of convertible preferred shares, subscription receipts and common shares. Greenberg Traurig LLP acted as lead counsel to Amaya in connection with the acquisition, the senior secured credit facilities, and United Kingdom, the Netherlands and U.S. matters, with Fox Rothschild LLP being retained as special gaming counsel by the corporation. Cains served as Isle of Man counsel to Amaya in connection with the acquisition. McCarthy Tetrault LLP acted as legal adviser to the underwriters with respect to the subscription receipt offering and Canadian legal adviser to GSO, with White & Case LLP acting as U.S. and United Kingdom legal adviser to GSO. The syndicate of lenders under the term loan facilities was represented by Cahill Gordon & Reindel LLP. Stikeman Elliott LLP acted as lead adviser to Canaccord Genuity with respect to the previously announced convertible preferred share offering. The securityholders of Oldford Group were represented by Herzog Fox & Neeman and Appleby.

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