Key Takeaways
- • Akin advised TPG, Oaktree Capital Management, and Oak Hill Advisors on a €889 million (~£889 million) five-year second lien term facility for Bally's Intralot's recommended all-share acquisition of evoke plc, announced June 5, 2026.
- • Bally's Intralot is acquiring evoke's entire ordinary share capital at an enterprise valuation of approximately £243.1 million through a scheme of arrangement under Gibraltar corporate law.
- • The second lien facility will be used to refinance certain of evoke's existing indebtedness as part of the transaction structure.
- • Transaction completion remains subject to customary closing conditions, including shareholder approval from both evoke and Bally's Intralot.
- • The Akin legal team was led by capital solutions partner Amy Kennedy and financial restructuring partner James Terry, with support from eight additional lawyers across corporate, tax, and counsel functions.
Summary
Akin has advised a lending consortium comprising TPG, Oaktree Capital Management, and Oak Hill Advisors on the financing structure supporting Bally's Intralot S.A.'s recommended acquisition of evoke plc. The transaction, announced on June 5, 2026, represents a consolidation in the gaming and betting sector, with the lender group providing critical financing to facilitate the deal's completion.
The financing component comprises a five-year second lien term facility valued at up to €889 million (approximately £889 million). This facility will be deployed to refinance certain existing indebtedness held by evoke, providing debt restructuring and refinancing benefits as part of the overall transaction economics. The secondary lien position reflects standard capital structure priorities in leveraged acquisitions, with the facility subordinated to senior secured debt.
Under the transaction structure, Bally's Intralot has agreed to acquire all of evoke's ordinary share capital via a scheme of arrangement under the Gibraltar Companies Act, with the entire issued and to-be-issued ordinary share capital valued at approximately £243.1 million. The all-share consideration structure indicates a stock-based merger approach rather than a cash acquisition, preserving Bally's Intralot's liquidity while providing evoke shareholders with equity upside in the combined entity.
The transaction remains conditional on customary closing mechanics, most notably shareholder approval from both evoke and Bally's Intralot. These regulatory and governance approvals represent standard risks in recommended merger structures. The legal work was executed by a specialized Akin team led by capital solutions partner Amy Kennedy and financial restructuring partner James Terry, alongside corporate partner Harry Keegan, tax partner Matthew Durward-Thomas, and six additional legal professionals.
The financing component comprises a five-year second lien term facility valued at up to €889 million (approximately £889 million). This facility will be deployed to refinance certain existing indebtedness held by evoke, providing debt restructuring and refinancing benefits as part of the overall transaction economics. The secondary lien position reflects standard capital structure priorities in leveraged acquisitions, with the facility subordinated to senior secured debt.
Under the transaction structure, Bally's Intralot has agreed to acquire all of evoke's ordinary share capital via a scheme of arrangement under the Gibraltar Companies Act, with the entire issued and to-be-issued ordinary share capital valued at approximately £243.1 million. The all-share consideration structure indicates a stock-based merger approach rather than a cash acquisition, preserving Bally's Intralot's liquidity while providing evoke shareholders with equity upside in the combined entity.
The transaction remains conditional on customary closing mechanics, most notably shareholder approval from both evoke and Bally's Intralot. These regulatory and governance approvals represent standard risks in recommended merger structures. The legal work was executed by a specialized Akin team led by capital solutions partner Amy Kennedy and financial restructuring partner James Terry, alongside corporate partner Harry Keegan, tax partner Matthew Durward-Thomas, and six additional legal professionals.
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