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Z Capital Partners and Affinity Gaming Proposes to Acquire Full House Resorts
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Merger Would Create Industry-Leading Platform with Best-in-Class Portfolio of Resorts and Casinos
Z Capital Partners (“Z Capital”), a leading alternative asset manager of private equity and credit funds, and its affiliate, Affinity Gaming (“Affinity”), today announced a proposal to acquire Full House Resorts (“Full House” or the “Company”) (Nasdaq: FLL), a leading owner, developer and operator of gaming facilities throughout the country.
The proposed transaction would be structured as a cash or stock transaction with an enterprise value of the Company of $132.5 million, which equates to $1.79 per share on a fully diluted basis.
“Our proposal represents a unique and compelling opportunity to maximize value for stockholders and stakeholders in both companies,” said James Zenni, Chairman of Affinity’s Board of Directors and Chief Executive Officer of Z Capital Partners. “Combining Full House’s custom-designed, regional gaming properties with Affinity’s complementary portfolio will create a best-in-class platform for value creation in this consolidating market. With an experienced and dedicated management team, Affinity would bring significant operational capabilities and expertise that we believe would further propel the combined company’s growth and unlock unrealized potential for Full House stockholders.”
Zenni continued, “We look forward to a constructive dialogue with the Full House Resorts Board of Directors as they carry out their fiduciary duties on behalf of the Company’s stockholders.”
As an established financial sponsor, Z Capital is confident it can obtain any necessary debt financing commitments needed to complete the proposed transaction and would agree to a post-signing “go shop” period to satisfy the Board’s fiduciary duties.
Upon closing, the combined company would remain headquartered in Las Vegas, with a management team led by recently appointed Affinity CEO, Tony Rodio, a proven executive with more than three decades of experience in the gaming industry and a strong track record of transformative growth.
The full text of the letter sent to the Board of Directors of Full House on October 22, 2018 is below:
Board of Directors
Full House Resorts, Inc.
One Summerlin
1980 Festival Plaza Drive, Suite 680
Las Vegas, Nevada 89135
Dear Full House Resorts, Inc. Board of Directors:
Following our meeting with your management team earlier this month, Z Capital Partners, L.L.C. (“Z Capital“) and its portfolio company Affinity Gaming (together with Z Capital, “we“) are pleased to submit this non-binding proposal to acquire Full House Resorts, Inc. (“Full House Resorts” or the “Company“).
The combination of Affinity Gaming and Full House Resorts would create an industry leader with a best-in-class portfolio of hotels and casinos in the United States. This proposal creates a unique opportunity not otherwise available to the Company’s stockholders given the market capitalization and limited liquidity of the Company’s stock.
- Transaction Structure. The transaction would be structured as a cash or stock transaction.
- Consideration. We would propose an enterprise valuation of the Company of $132.5 million, which equates to $1.79 per share on a fully diluted basis, in connection with the transaction.
- Financing. We would expect to finance the proposed transaction with debt financing from third party financial institutions with whom Z Capital has longstanding relationships. We are highly confident that we can obtain any necessary debt financial commitments needed to complete the proposed transaction.
- Due Diligence and Exclusivity. Z Capital would require a reasonable period to complete customary due diligence. Z Capital intends to work with a team of third-party advisors that it has worked with on other similar transactions to complete its due diligence and assist with review of the transaction, including Sidley Austin LLP as legal counsel. Prior to commencement of due diligence, Z Capital would require the Company to enter into a customary exclusivity agreement during which the Company would agree to negotiate the definitive documentation exclusively with Z Capital and not solicit any alternative transaction. Z Capital would be prepared to agree to a post-signing “go shop” period to satisfy the fiduciary duty of the Board of Directors of the Company (the “Board“).
- Conditions. The proposed transaction would be subject to: (a) satisfactory completion of due diligence; (b) receipt of debt financing commitments with respect to the debt financing necessary to complete this transaction; and (c) negotiation of one or more satisfactory definitive agreements with representations, warranties, covenants and closing conditions that are reasonable and customary for transactions of this type. We are prepared to commence work immediately to satisfy these conditions. We are highly confident that the conditions can be satisfied expeditiously.
- Non-Binding Letter of Intent. This Letter of Intent is non-binding and is intended only as a proposal summarizing key terms of a proposed acquisition of or merger with the Company. This Letter of Intent does not create any agreement, obligation, right, duties or commitment by any party to enter into any agreement. No obligation will arise or be created unless and until one or more definitive agreements are executed and delivered by the applicable parties.
- Timing. We hope to work with you on a negotiated basis to complete this transaction successfully, and are prepared to deliver a draft merger agreement, subject to our due diligence process. We suggest that we enter into a non-disclosure agreement with you so that we can begin due diligence and discussions with your financial and legal advisors at your earliest convenience. Due to the importance of these discussions and the value represented by our proposal, we expect the Board to engage in a full review of our proposal. We would be happy to make our team available to meet with the Board at your earliest convenience. To the extent we fail to hear a favorable response from the Board to our proposal by October 29, 2018, we reserve the right to take our proposal directly to the Company’s shareholders.
Best regards,
|
Z Capital Partners, L.L.C. Name: James J. Zenni, Jr. |
Affinity Gaming Name: James J. Zenni, Jr. |
Sidley Austin LLP is serving as legal counsel to Z Capital and Affinity.
About Z Capital Group:
Z Capital Group, L.L.C. and its subsidiaries (“Z Capital”) are a leading alternative asset management firm with approximately $2.3 billion of regulatory assets under management. For over two decades, the Partners of Z Capital have worked exclusively to realize significant capital appreciation by making controlling equity investments in manufacturing and industrial companies across a diverse array of industries, including basic materials, branded consumer, automotive parts, capital equipment and general manufacturing.
Z Capital creates value for its investors by collaborating with talented management teams to generate investment returns by structurally improving the strategic position, competitiveness and profitability of its portfolio companies. The Z Capital Private Equity Funds’ portfolio companies are within numerous industries, have aggregate annual revenues of approximately $1.3 billion, sell products in 57 countries, and have over 11,000 employees and an excess of 200,000 associates, directly and through joint ventures worldwide.
About Affinity Gaming:
Affinity Gaming is a diversified casino gaming company headquartered in Las Vegas, Nevada. The company’s casino operations consist of 11 casinos, five of which are located in Nevada, three in Colorado, two in Missouri and one in Iowa. For more information about Affinity Gaming, please visit its website: affinitygaming.com.
Forward-Looking Statements
This communication contains forward-looking statements (including within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended) concerning Z Capital, Affinity Gaming and Full House Resorts. These statements include, but are not limited to, statements that address Affinity Gaming’s and the Company’s expected future business and financial performance and statements about the proposed transaction involving Z Capital, Affinity Gaming and Full House Resorts and the expected benefits of the proposed transaction and other statements identified by words such as “will”, “expect”, “believe”, “anticipate”, “estimate”, “should”, “could”, “would”, “may”, “intend”, “plan”, “potential”, “target”, “predict”, “project”, “aim”, “opportunity”, “tentative”, “positioning”, “designed”, “create”, “seek”, “ongoing”, “upside”, “increase” or “continue” and variations or other similar words, phrases or expressions. These forward-looking statements are based on current expectations and beliefs of the management of Z Capital, as well as assumptions made by, and information currently available to, such management, current market trends and market conditions and involve risks and uncertainties, many of which are outside Z Capital’s and such management’s control, and which may cause actual results to differ materially from those contained in forward-looking statements. Accordingly, you should not place undue reliance on such statements.
Such risks, uncertainties and assumptions include: the ultimate outcome of any possible transaction involving Z Capital, Affinity Gaming and/or Full House Resorts, including the possibility that Full House Resorts will reject the proposed transaction with Z Capital and/or Affinity Gaming; uncertainties as to whether Full House Resorts will cooperate with Z Capital and/or Affinity Gaming regarding the proposed transaction; the effect of the announcement of the proposed transaction on the ability of Affinity Gaming and/or Full House Resorts to retain customers, to retain and hire key personnel and to maintain favorable relationships with suppliers or customers; the timing of the proposed transaction; the ability to obtain regulatory approvals and satisfy other closing conditions to the completion of the proposed transaction (including stockholder approvals); and other risks related to the completion of the proposed transaction and actions related thereto. Other risks, uncertainties and assumptions that could materially affect future results include: any risks associated with loss of Affinity Gaming’s and/or the Company’s customers and fluctuations in the timing and volume of significant customer demand; delays, challenges and expenses associated with receiving governmental and regulatory approvals and satisfying other closing conditions, and with integrating the Company with Affinity Gaming’s existing businesses and Affinity Gaming’s ability to achieve the benefits, growth prospects and synergies expected from such transaction; the ability of Affinity Gaming to integrate the Company’s business and make changes to its business model; Affinity Gaming’s indebtedness, including the indebtedness that Affinity Gaming expects to incur in connection with the proposed transaction, and the need to generate sufficient cash flows to service and repay such debt; quarterly and annual fluctuations in operating results; Affinity Gaming’s and the Company’s competitive performance; rates of growth in Affinity Gaming’s and the Company’s target markets; and Affinity Gaming’s and the Company’s ability to maintain or improve gross margin;.
Z Capital and/or Affinity Gaming undertake no intent or obligation to publicly update or revise any of these forward looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Additional Information
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication relates to a proposal which Z Capital has made for a transaction with Full House Resorts. In furtherance of this proposal and subject to future developments, Z Capital and/or Affinity Gaming (and, if a negotiated transaction is agreed, Full House Resorts) may file one or more registration statements, proxy statements, tender offer statements or other documents with the United States Securities and Exchange Commission (the “SEC”). This communication is not a substitute for any proxy statement, registration statement, tender offer statement, prospectus or other document Z Capital, Affinity Gaming and/or Full House Resorts may file with the SEC in connection with the proposed transaction.
INVESTORS AND SECURITY HOLDERS OF FULL HOUSE RESORTS ARE URGED TO READ ANY SUCH PROXY STATEMENT(S), REGISTRATION STATEMENT, TENDER OFFER STATEMENT, PROSPECTUS AND/OR OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any definitive proxy statement(s) or prospectus(es) (if and when available) will be mailed to stockholders of Full House Resorts. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Z Capital, Affinity Gaming and/or Full House Resorts through the web site maintained by the SEC at http://www.sec.gov.
This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
This communication is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that may be made with the SEC. Nonetheless, Z Capital, Affinity Gaming and/or their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions. Additional information regarding the interests of such potential participants will be included in one or more registration statements, proxy statements, tender offer statements or other documents filed with the SEC if and when they become available.
Media Contact
Jonathan Keehner / Julie Oakes / Kate Clark
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
SOURCE Z Capital Partners
Source: Latest News on European Gaming Media Network
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Inside the Matrix: A Conversation with EveryMatrix Founders on Europe, Expansion, and Staying Hands-On
By Maria Emma Arnidou, Event Marketing Director at HIPTHER, for the European Gaming Media
During the recent EveryMatrix Media Day at the company’s opening of their new London office, Co-Founders Ebbe Groes (CEO) and Stian Hornsletten sat down with press to share key insights into their strategic vision. In this exclusive Q&A, we explore their views on the European Market, the evolution of EveryMatrix’s business model, leadership philosophy, and the company’s experience in the ever-evolving U.S. market.
Europe is filled with local heroes. It’s far more fragmented than most people think.
You discussed emerging markets in your presentation. What about Europe – is it considered saturated, or are there still areas of growth?
Ebbe Groes: I really don’t think Europe is saturated at all. In fact, big parts of it are still underdeveloped. Take France for example, it doesn’t allow online casino. Germany has effectively banned it. That’s two of Europe’s three largest economies where casino is either outlawed or nearly impossible. So yes, there is still plenty of room for growth.
Stian Hornsletten: And the market is getting more concentrated around a few bigger players, but even then, it’s not as centralized as in the U.S.
Ebbe Groes: Exactly. Europe is filled with local heroes. You won’t find many players dominating across the board. Kindred, Betsson – they’re strong, but when you go country by country and look at market share, the picture is very fragmented. Even with the economies of scale in marketing – say you sponsor a Premier League team – you’re still not getting the full return unless you’re present across multiple markets. That’s what makes Europe so different from the U.S., where a few big players hold all the cards.
We started with a sportsbook. Now we’re building an ecosystem.
EveryMatrix today operates across multiple verticals with a deeply diversified portfolio. Was this the vision from the start, or did it evolve as the company grew?
Stian Hornsletten: The vision definitely evolved quickly as we grew. We started with OddsMatrix, a B2B sportsbook product that was meant to be an off-the-shelf, managed solution – something that didn’t exist back then. Within a year, we had already expanded into turnkey and PAM solutions. By 2010–2011, we had launched the CasinoEngine and started specializing in product verticals.
We’ve always been very innovation-driven. We keep developing new products – some of which are still under wraps – and R&D remains one of the most exciting parts of what we do. Today, most of our top 10 clients are turnkey. While we still offer standalone modules, our growth has come from cross-vertical synergy.
Despite this scale and complexity, you both remain deeply involved in the company’s day-to-day operations. How do you manage to stay on top of everything across products, people, and processes?
Ebbe Groes: It helps that we’ve been here from the start. I wouldn’t want to be hired into this role now and try to learn everything from scratch – but I’ve had 18 years to absorb it all. We’ve built the company in a way that each vertical operates almost like its own business. For example, the sports division has its own CTO, product team, trading team, and even its own support function. That independence gives us breathing room.
It allows me to focus on high-level strategy, like acquisitions – take FSB, for instance. That required a lot of focus at the start, but eventually it will transition into the core business and require less direct involvement.
Stian Hornsletten: Over the years, we’ve also developed strong planning, reporting, and KPI structures across the business. That consistency makes it easier to monitor everything and integrate new divisions. Whether we open a new office or onboard a new team, we already have the systems in place to support them.
Ebbe Groes: And the same goes for finance and HR. When we opened the London office, the HR team already knew how to handle it – we’d opened three the year before. That kind of maturity allows us to move fast without creating chaos.
“In Europe we have 150 competitors in content; in the U.S., maybe 10.”
And what about the U.S. – a market many see as the holy grail of iGaming? What’s your current position there?
Ebbe Groes: To be honest, the U.S. was a tough lesson. We entered hoping to provide a full turnkey solution, but the market didn’t evolve the way we expected. Many well-funded B2C operators pulled out, and that left little demand for companies like us to offer the full stack. We pivoted to focus on one thing: our own gaming content.
Stian Hornsletten: We’re now live in four out of five regulated U.S. states for our own content, and we have agreements with all the major operators. Some new games from SlotMatrix are set to launch by summer, and they’ve already shown strong performance elsewhere – which gives us hope. If we manage to capture even 1–2% market share with our own content, that would already be meaningful.
But it’s been a long and costly process. Every state has its own regulatory requirements, separate hosting, and certification needs. And if one state’s not ready, operators won’t promote your games nationally. It’s frustrating, but it also reduces competition. In Europe we have 150 competitors in content; in the U.S., maybe 10. So if we can endure, there’s long-term potential.
The post Inside the Matrix: A Conversation with EveryMatrix Founders on Europe, Expansion, and Staying Hands-On appeared first on European Gaming Industry News.
SOFTSWISS, a global provider of iGaming software solutions, has won two prestigious trophies at the EGR Marketing & Innovation Awards 2025. These recognitions come alongside two more accolades at Malta’s iGaming Excellence Awards 2025.
EGR Marketing & Innovation Awards
Hosted annually, the EGR Marketing & Innovation Awards honour the most innovative and effective campaigns and teams in online gaming. Recognising success across marketing, creative execution, customer engagement, and commercial results, the awards are regarded as one of the industry’s top accolades.
This year marks the third consecutive win for SOFTSWISS, following previous victories for its standout campaigns, Bringing the Heat in 2023 and Grab Success in 2024. The judges praised the SOFTSWISS marketing team with the Marketing Team of the Year Award for showing a clear passion for their brand and a creative use of new technologies and data analytics.
In addition to leading the team’s collective success, Valentina Bagniya, CMO at SOFTSWISS, was personally recognised as the best B2B Marketer of the Year for her role in transforming SOFTSWISS’ marketing function into a brand powerhouse.
“Thank you to the EGR jury team for this wonderful recognition. Winning Marketing Team of the Year is an extraordinary achievement that highlights our strength and dedication as a team. Additionally, receiving B2B Marketer of the Year is a deeply meaningful acknowledgement of our collective efforts,” says Valentina Bagniya. “These awards are not about individual achievements; they reflect the creativity, commitment, and passion of our entire marketing team.”
Malta’s iGaming Excellence Awards
SOFTSWISS also received major recognition at Malta’s Gaming Excellence Awards 2025. Ivan Montik, Founder of SOFTSWISS, was honoured with the Lifetime Achievement Award for exceptional contributions to the iGaming industry over the course of his career. Meanwhile, Rubens Barrichello, ex-Formula 1 pilot and Non-Executive Director in Latin America at SOFTSWISS, was named Best iGaming Influencer of the Year, celebrating his significant impact through content creation, marketing, and online presence.
Valentina Bagniya comments: “It’s significant that our colleagues Ivan Montik and Rubens Barrichello received recognition at Malta’s Gaming Excellence Awards 2025, demonstrating how our leadership vision is increasingly recognised and valued by industry professionals. Moving forward, we remain dedicated to expanding our expertise and actively contributing to the advancement of our industry.”
On 3-4 July, the SOFTSWISS team will be attending iGB Live in London, ready to share their insights and expertise with interested attendees.
About SOFTSWISS
SOFTSWISS is an international technology company with over 15 years of experience developing innovative solutions for the iGaming industry. SOFTSWISS holds a number of gaming licences and provides comprehensive software for managing iGaming projects. The company’s product portfolio includes the Online Casino Platform, the Game Aggregator with over 30,000 casino games, the Affilka Affiliate Platform, the Sportsbook Software and the Jackpot Aggregator. In 2013, SOFTSWISS revolutionised the industry by introducing the world’s first Bitcoin-optimised online casino solution. The expert team counts over 2,000 employees.
The post SOFTSWISS Takes Home Four Awards In One Night appeared first on European Gaming Industry News.
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New Global Sport Conference 2025 Announces Official Theme and First Leadership Speaker Lineup
“The Next Game – Building the Future of Gaming, Esports, and Sports” sets the stage for a gathering of global decision-makers in Riyadh, Saudi Arabia from August 23-24
Executives from Sony, Activision, SEGA, Bandai Namco, Disney, and LA28 to participate in flagship event at the intersection of sport, esports, gaming, and entertainment.
The Esports World Cup Foundation (EWCF) has officially announced the theme and the first speaker lineup for the New Global Sport Conference (NGSC2025), the leading B2B platform for decision-makers across sports, esports, gaming, and entertainment. Held on 23–24 August 2025 at the Four Seasons Hotel in Riyadh, NGSC2025 will take place during the Closing Weekend of the Esports World Cup 2025, the world’s largest esports event.
This year’s official theme is “The Next Game – Building the Future of Gaming, Esports, and Sports,” reflecting the rapid convergence of competitive gaming and global sports. The New Global Sport Conference is the flagship event of the Esports World Cup Foundation, designed as the premier global forum where these worlds intersect, and built for leaders focused on the future and committed to meaningful strategic collaboration.
As part of its 2025 programme, EWCF has confirmed the first group of speakers and participating brands representing the forefront of industry innovation and leadership:
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HRH Prince Faisal Bin Bandar Bin Sultan – President, Saudi Esports Federation
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HRH Prince Fahad bin Mansour bin Nasser Al Saud – President, Saudi G20 Young Entrepreneurs Alliance & Founder of Entrepreneurship Vision (NGO)
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Ralf Reichert – Chief Executive Officer, Esports World Cup Foundation
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Casey Wasserman – Chairman, LA28
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Peter Moore – Owner, Santa Barbara Sky FC & Former Liverpool FC CEO
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Toshimoto Mitomo – Chief Strategy Officer, Sony
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Brian Ward – Chief Executive Officer, Savvy Games Group
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Joshua Taub – Chief Operating Officer, Activision
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Shuji Utsumi – President, SEGA
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Katsuhiro Harada – Executive Game Director & Chief Producer, Bandai Namco Entertainment
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Magnus Carlsen – World Chess Champion
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Danny Tang – Co-Founder & Chief Executive Officer, Hero Esports
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Taewon Yun – Senior Vice President & Head of Game Strategy, NCSOFT
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Jan Alessie – Co-Founder & Managing Director, World Football Summit
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Je Alipio – Director & Head of Business Development (Games) APAC & MENA, Disney
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Marat Karpeko – Partner, NVO Capital
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Jens Hilgers – Founding General Partner, BITKRAFT Ventures
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Pete Radovich – Vice President of Production & Senior Creative Director, CBS Sports
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Bruce Stein – Co-Founder, aXiomatic
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Kartik Prabhakara – Founding Partner, Aream & Co
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Michael Murray – Producer, Bandai Namco Entertainment
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Mike McCabe – Chief Operating Officer, Esports World Cup Foundation
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Faisal Bin Homran – Chief Product Officer, Esports World Cup Foundation
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Fabian Scheuermann – Chief Games Officer, Esports World Cup Foundation
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Mohammad Al Nimer – Chief Commercial Officer, Esports World Cup Foundation
Ralf Reichert, CEO of the Esports World Cup Foundation, said, “The 2025 edition of the New Global Sport Conference arrives at a moment of unprecedented change and opportunity for competitive gaming. As the boundaries between sports, esports, entertainment, and technology dissolve, this event becomes the premier global stage for leaders to explore new horizons and create groundbreaking collaborations. At NGSC2025, we’ll challenge conventional ideas, pioneer innovative business models, and unlock powerful possibilities in storytelling and competition. Together, we define the next chapter of how the world plays, competes, and connects.”
The New Global Sport Conference will bring together 1,500 industry leaders and decision-makers from across sports, esports, gaming, and entertainment. The curated programme, featuring world-class experts, challengers, and disruptors through keynotes, panels, strategic roundtables, and private forums, will drive transformative global initiatives and foster collaboration on the growth and future of these dynamic industries.
Additional speakers and full programming details will be announced in the coming weeks.
The post New Global Sport Conference 2025 Announces Official Theme and First Leadership Speaker Lineup appeared first on European Gaming Industry News.
Inside the Matrix: A Conversation with EveryMatrix Founders on Europe, Expansion, and Staying Hands-On
SOFTSWISS Takes Home Four Awards In One Night
New Global Sport Conference 2025 Announces Official Theme and First Leadership Speaker Lineup
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