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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
The Women’s Tennis Association (WTA) and International Tennis Federation (ITF) published the first-ever season-wide report outlining the scale of abuse directed at players on social media — and are calling on the gambling industry to more effectively tackle those responsible.
The report findings are taken from Signify Group’s Threat Matrix service, which went live in January 2024, protecting players and tennis family members from targeted online hate, as well as threatening and violent direct communication. Utilising AI and human analysts — including risk and fixated threat assessment experts — the service operates across all the major social media platforms in over 40 languages. All players competing in WTA Tour and ITF World Tennis Tour events (and WTA and ITF players competing in the four Grand Slams) — c8300 players — are automatically covered by the service.
Between January to December 2024,1.6 million posts and comments were analysed by Threat Matrix AI. Analysts then verified c8000 posts/comments sent from 4200 accounts as abusive, violent or threatening. Action has been taken against the most serious and prolific of these, including 15 accounts escalated to law enforcement. During the year, 458 players were targeted with direct abuse or threat, five players received 26% of the total abuse identified, while 97 prolific accounts were responsible for 23% of all detected abuse.
Given the evidence highlighted by Threat Matrix, the tennis bodies now call for a constructive dialogue with the gambling industry to tackle the individuals that engage in prolific or highly threatening online abuse connected to sports betting.
Prolific Abuse and Angry Gamblers
• Angry gamblers sent 40% of all detected abuse across the year
• 10 prolific accounts [majority being angry gambler related] were responsible for 12% of all abuse — of these, nine have either been suspended, posts permanently deleted by the platform or the user has removed their post(s)
• Details of 39 account holders (majority angry gambler related) who sent prolific abuse have been shared with the tennis authorities and betting industry for further action
• The most prolific abusive account sent 263 abusive messages.
Action
• 15 cases of egregious and highly threatening abuse have been investigated and evidence provided to law enforcement for assessment and action — four related to Grand Slams, one from the Paris Olympic Games and 10 were from across the tours
• Of the 15 cases, three have been submitted to the FBI and 12 to other national law enforcement bodies
• Relevant account details have been shared with event security teams (both Tours and Grand Slams) to ban these individuals from access to venues and rescind tickets. This has also included threats to men’s and women’s players detected by Threat Matrix during Grand Slam events.
Direct Abuse Communication Support
The Threat Matrix service also includes support for players who receive direct abuse, threat and inappropriate communication via DMs, email and letter. Players use a designated email address to share relevant content, enabling Threat Matrix to conduct threat assessment, provide direct player advice and liaise with security bodies to manage risk.
During 2024, 56 reports of concerning communication were received from 28 players, the vast majority coming in the final quarter of the year due to heightened awareness of the service. Angry gamblers made up the vast majority of direct abuse (77%) — at a higher level compared to open-source social media (40%) — as abusers seek to cause direct emotional distress to players following lost bets. Player reported direct abuse has continued to rise in 2025 as players and agents become more aware of the support service.
Social Media Moderation
To further reduce hateful and abusive content targeting players, the WTA and ITF are also enhancing the existing Threat Matrix service to include social media moderation. Moderation allows online toxicity to be hidden or removed in real time across the majority of Social Media platforms. The service will automatically deploy across WTA and ITF official social media channels and be available to all tour players on request. The service will go live in the coming weeks.
A spokesperson for the WTA and ITF said: “Protecting players and the wider tennis family from vile online threat and abuse is a key priority for us. Today’s report covering the first year of the Threat Matrix service shows the scale of the problem and, crucially, the actions being taken to protect our athletes. From law enforcement escalation and platform intervention to banning abusers from our events, perpetrators must understand that they will face consequences for their actions.
“Given the clear evidence highlighted by Threat Matrix on the link between angry gamblers and prolific online abuse and threat, we are calling for a constructive dialogue with the gambling industry to help tackle this issue. Everyone — betting operators, social media platforms, governing bodies, players and law enforcers — has a responsibility to make the online space a safer and more positive one. We hope the gambling industry responds constructively to our call for more action on their part.”
Jessica Pegula, Member of the WTA Players’ Council, said: “Online abuse is unacceptable, and something that no player should have to endure. I welcome the work that the WTA and ITF are doing with Threat Matrix to identify and take action against the abusers, whose behavior is so often linked to gambling. But it’s not enough on its own. It’s time for the gambling industry and social media companies to tackle the problem at its source and act to protect everyone facing these threats.”
Jonathan Hirshler, CEO of Signify Group, said: “This unique dataset, covering all players across international tennis tours and Grand Slams, illustrates that a relatively small number of accounts are responsible for a significant proportion of prolific abuse and trolling. While this is deeply distressing for the athletes targeted, it means that we are able to be even more focused working with the platforms to ensure successful take down, support the tennis bodies to drive law enforcement intervention for the most egregious accounts and work with event security teams to ensure prolific abusers are unable to attend tournaments. This action-orientated approach underpins the Threat Matrix service.”
The post WTA and ITF Publish Season-wide Online Abuse and Threat Report appeared first on European Gaming Industry News.
Amusnet Italy announced that their highly anticipated game, Dice Ways, is launching exclusively in Italy. The team is particularly delighted with the collaboration, as Dice Ways represents a new niche for them in the market, opening exciting opportunities. Thanks to their established partnership, Sisal will be the sole provider of the dice slot from June 20 to July 20, 2025. This exciting exclusivity is evidence to Sisal’s eagerness to enrich its portfolio with engaging, top-notch gaming experiences, further solidifying its prominent presence in the Italian market.
“We are delighted to deepen our partnership with Sisal through the exclusive launch of Dice Ways. Sisal has a significant market presence and a deep understanding of its players’ preferences. We are confident that Dice Ways, with its innovative mechanics and high win potential, will be a significant success and further enhance their gaming portfolio,” said Polina Nedyalkova, Director of Amusnet Italy.
Dice Ways is an innovative video slot game with a captivating dice theme. This dynamic setup provides players with up to 200,704 ways to win, powered by the thrilling Megaways mechanic. The game also includes popular features such as Autoplay and Gamble, enhancing player engagement.
The post Dice Ways Exclusively on Sisal for Italian Players appeared first on European Gaming Industry News.
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Fundación Flutter Awarded Institution of the Year at the 7th International Responsible Gaming and CSR Awards 2025
Fundación Flutter has been awarded Institution of the Year by the jury of the 7th International Responsible Gaming and Corporate Social Responsibility (CSR) Awards, in recognition of its dedication to addressing social challenges, empowering communities and promoting sustainable development in Ceuta.
Launched in May 2024 by Flutter Entertainment, the Foundation is a non-profit organisation which was established in a short period of time as a key player in the field of sustainability.
The award recognises the foundation’s implementation of its STEM Scholarship Programme – including the allocation of €80,000 in scholarships for studies in these areas – in collaboration with the regional Department of Education.
Also key to winning this award was the promotion of a pioneering oncology nutrition service in partnership with the AECC Ceuta (Spanish Association of Cancer Patients) and a donation to the Ceuta Food Bank, intended for the completion of a new logistics warehouse that will expand its distribution capacity by 25% and serve more than 1200 families per month.
In the field of sports, the Foundation supports the “Flutter x el deporte” programme which provides direct support to sports projects that promote social inclusion, equality and grassroots sports, including adapted sports.
This Institution of the Year award recognises not only the intensity and effectiveness of the initiatives carried out in 2024 and 2025, but also the Foundation’s long-term vision, aligned with the Do More pillar of Flutter Entertainment’s Positive Impact Plan, which aims to benefit 10 million people by 2030.
Jacqueline Mecinas, President of the Jury at the International Responsible Gaming and CSR Award, said: “We are delighted to award the Flutter Foundation the Institution of the Year award. In just over a year, it has demonstrated how corporate commitment can translate into tangible and sustainable change for thousands of people. Flutter’s work in Ceuta, from STEM scholarships to combating food insecurity, exemplifies a bold, inclusive vision of corporate social responsibility focused on education, health, nutrition, and sports with a strong commitment to equality and social justice.
“It is a true honor to recognize Flutter with this award in an edition that reaffirms that responsible gaming is not only measured by prevention, but also by contributing to the common good.”
Esther Martín-Ortega, Head of Public Affairs and Sustainability, Spain & Other Countries at Flutter International, said: “This award is a testament to the power of collaboration and commitment. We are incredibly proud to be recognized for the positive impact of our CSR initiatives in Ceuta and Spain, as a whole. This inspires us to continue empowering communities and work towards a more sustainable future.”
The post Fundación Flutter Awarded Institution of the Year at the 7th International Responsible Gaming and CSR Awards 2025 appeared first on European Gaming Industry News.
WTA and ITF Publish Season-wide Online Abuse and Threat Report
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