Amaya Gaming Group has agreed to buy the parent company of Rational Group, owner and operator of PokerStars and Full-Tilt poker, in a $4.9 billion all-cash transaction that would make Amaya the world’s biggest publicly held online poker company.
The deal, announced last Thursday, is aimed at allowing PokerStars and FullTilt Poker to resume operations in the United States. Both PokerStars and FullTilt were suspended after the federal government charged them and a third online poker operator with fraud and money laundering in 2011, resulting in a $731 million civil forfeiture settlement in 2012.
PokerStars and Full Tilt Poker together claim 85 million registered players on desktop and mobile devices, according to Amaya.
Amaya, the supplier of gaming equipment and software, turned to Greenberg Traurig as lead counsel in the U.K., the Netherlands and the U.S., while Fox Rothschild served as the company’s special gaming counsel. Amaya was also advised by Canadian firm Osler, Hoskin & Harcourt.
Under terms of the agreement, which has been approved by the boards of both companies, shareholders of the Rational Group’s parent company, Isle of Man-based Oldford Group Ltd, would sell their shares to a wholly owned subsidiary of Montreal-based Amaya. Oldford founder and chief executive Marc Scheinberg and the other officers would resign from their positions upon the deal’s completion while Rational Group’s executive management would stay on, according to Amaya.
The deal would be financed with cash, new credit and equity financing and is expected to be completed on or before Sept. 30, subject to regulatory and other approvals. Affiliates of GSO Capital Partners, the credit division of Blackstone Group, agreed to participate in the debt financing, Amaya said in its news release.
“This is a transformative acquisition for Amaya, strengthening our core B2B operations with a consumer online powerhouse that creates a scalable global platform for growth,” said Amaya CEO David Baazov in a statement.
Leading the Greenberg Traurig team for Amaya were global corporate and securities practice chair Gary Epstein; corporate and securities shareholders Drew Altman, Lorne Cantor, Gary Cooper and Yosbel Ibarra; banking practice shareholder Cindy Davis; M&A and corporate law shareholder Joey Shabot; technology, media and telecom chair and shareholder Alan Sutin; European Union and competition law shareholder Stephen Tupper; tax shareholder Thomas van der Vliet; and corporate law shareholder Paul Westhoff.
Also advising were shareholders Jacqueline Becerra, Evan Georgopolous, Justin Hamer, Russell Lamb and Lisa Navarro, in addition to Boston chair and cochair of the white-collar criminal defense practice partner John Pappalardo and of counsel Trystan Forrest and Dustin Schloss.
Greenberg Traurig associates on the matter included Rob Collier-Wright, Daniel Navarro and Nicoleta Timofti.
Greenberg Traurig represented Amaya in February in connection with its $25 million acquisition of game maker Diamond Game Enterprises, as well as its $167 million buy of Cadillac Jack, a supplier of gaming products and technology, in 2012.
Fox Rothchild did not respond to The Am Law Daily’s request for the names of their attorneys working on the deal for Amaya.
Amaya’s Canadian counsel at Osler Hoskin was led by partners Eric Levy and Antonella Penta in Montreal and partner Desmond Lee in Toronto, as well as partners Rob Lando and Jason Comerford in New York, all in the corporate law practice. Financial services partners Etienne Massicotte and Manon Thivierge in Montreal also were involved in the matter, with assistance from associates Raphael Amram, Genevieve Bardon, Fady Hammal and Christopher Main.
Israeli law firm Herzog Fox & Neeman, which does a lot of work internationally in online gaming, is representing Oldford Group shareholders, the law firm confirmed. Herzog has represented Rational Group in all its deals since 2003, most recently its acquisition of Full Tilt Poker from the U.S Department of Justice as part of the 2012 civil forfeiture settlement.