EVRI Everi Holdings Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 27, 2015 (December 19, 2014)

Global Cash Access Holdings, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (800) 833-7110

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01.  Completion of Acquisition or Disposition of Assets.

This Current Report on Form 8-K/A (“Form 8-K/A”) amends and supplements the Current Report on Form 8-K of Global Cash Access Holdings, Inc. (“GCA” or the “Company”) filed with the Securities and Exchange Commission (“SEC”) on December 22, 2014 (the “Original Form 8-K”) disclosing, among other things, the Company’s acquisition of Multimedia Games Holding Company, Inc. (“Multimedia Games”) on December 19, 2014 (the “Merger”).  This Form 8-K/A includes the historical audited financial information of Multimedia Games and the unaudited pro forma financial information required by Item 9.01 of Form 8-K.

Item 9.01.  Financial Statements and Exhibits.

(a)  Financial statements of businesses acquired.

The audited consolidated balance sheets of Multimedia Games as of September 30, 2014 and 2013, and the related consolidated statements of operations and other comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended September 30, 2014, including the notes thereto, Schedule II, and the related reports of BDO USA, LLP, independent registered public accounting firm, which were included in Multimedia Games’ Annual Report on Form 10-K filed with the SEC on November 12, 2014, are incorporated herein by reference as Exhibit 99.1 to this Form 8-K/A.

(b)  Pro forma financial information.

The unaudited pro forma condensed combined balance sheet as of September 30, 2014, the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2014 and for the year ended December 31, 2013, and the accompanying notes, are attached as Exhibit 99.2 to this Form 8-K/A.

(d)  Exhibits.

Forward-Looking Statements

This Form 8-K/A, with respect to the pro forma financial information and notes thereto (and related assumptions and allocations) included as Exhibit 99.2 that reflect the Company’s financial condition and results of operations on a pro forma basis giving effect to its acquisition of Multimedia Games, contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements describe future expectations, plans, results or strategies and can often be identified by the use of terminology such as “may,” “will,” “estimate,” “project,” “assume,” “intend,” “continue,” “believe,” “expect,” “anticipate,” “should,” “could,” “potential,” “opportunity,” or similar terminology.  These statements are based upon management’s current expectations, assumptions and estimates, including the estimates and assumptions related to the preparation of the pro forma financial information contained herein (including the preliminary purchase price allocation based on the estimated fair values of the assets acquired and liabilities assumed of Multimedia Games as of the date of acquisition), and are not guarantees of timing, future results or performance. Actual results may differ materially from those contemplated in the forward-looking statements due to a variety of risks and uncertainties and other factors, including adjustments to the fair values of the assets and liabilities of Multimedia Games once the related valuations have been finalized.

Additional information regarding risks and uncertainties and other factors that could cause actual results to differ materially from those contemplated in forward-looking statements is included from time to time in the Company’s filings with the SEC, including the Company’s most recent Quarterly Report on Form 10-Q filed with the SEC on November 4, 2014 (including under the heading “Risk Factors”) and other reports filed with the SEC.  Forward-looking statements speak only as of the date they are made and, except for the Company’s ongoing obligations under the U.S. federal securities laws, the Company undertakes no obligation to publicly update any forward-looking statements whether as a result of new information, future events or otherwise.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

EXHIBIT INDEX

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Global Cash Access, Inc.

Las Vegas, Nevada

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File Nos. 333-131904, 333-140878, 333-149496, 333-157512, 333-165264, 333-172358 333-187199 and 333-197860) of Global Cash Access, Inc. of our reports dated November 12, 2014, relating to Multimedia Games Holding Company, Inc.’s consolidated financial statements, financial statement schedules, and the effectiveness of Multimedia Games Holding Company, Inc.’s internal control over financial reporting, which is incorporated by reference in this Form 8-K/A.

Austin, Texas

February 27, 2015

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED

FINANCIAL STATEMENTS

On December 19, 2014, GCA acquired Multimedia Games through the merger of a wholly owned subsidiary of GCA with and into Multimedia Games, with Multimedia Games surviving the merger as a wholly owned subsidiary of GCA. At the closing of the Merger, each outstanding share of Multimedia Games common stock, par value $0.001, was converted into the right to receive $36.50 per common share in cash, without interest. The total consideration paid in the Merger was approximately $1.2 billion.

The following unaudited pro forma combined financial information has been prepared to illustrate the effects of (i) the Merger, and (ii) in connection with the Merger, (A) GCA’s entry into a credit facility consisting of a $500.0 million senior secured term loan and a $50.0 million senior secured revolving credit facility (which was undrawn at the closing of the Merger) (together, the “Credit Facilities”), and (B) GCA’s issuance of $350.0 million of 7.75% Senior Secured Notes due 2021 and $350.0 million of 10.0% Senior Unsecured Notes due 2022 (collectively, the “Notes”). GCA used the net proceeds from the Credit Facilities, the net proceeds from the Notes offering, and cash on hand at GCA and Multimedia Games to pay the merger consideration in the Merger.

The unaudited pro forma condensed combined balance sheet set forth below combines the historical balance sheets of GCA and Multimedia Games as of September 30, 2014, and gives effect to the Merger as if it had occurred on September 30, 2014.

GCA and Multimedia Games had different fiscal year ends. Accordingly, the unaudited pro forma condensed combined statement of operations data for the nine-month period ended September 30, 2014 combines historical GCA consolidated statement of operations data for its nine-month period ended September 30, 2014 with historical Multimedia Games consolidated statement of operations data for its nine-month period ended June 30, 2014, giving effect to the Merger as if it had occurred on January 1, 2013. The unaudited pro forma condensed combined statement of operations data for the fiscal year ended December 31, 2013 combines the historical GCA consolidated statement of operations data for its fiscal year ended December 31, 2013 with the historical Multimedia Games consolidated statement of operations data for its fiscal year ended September 30, 2013, giving effect to the Merger as if had occurred on January 1, 2013.

The unaudited pro forma condensed combined financial information provided herein does not purport to represent the results of operations or financial position of GCA that would have actually resulted had the Merger been completed as of the dates indicated, nor should the information be taken as indicative of the future results of operations or financial position of the combined company. The unaudited pro forma condensed combined financial statements do not reflect the impacts of any potential operational efficiencies, cost savings or economies of scale that GCA may achieve with respect to the combined operations of GCA and Multimedia Games.

As of the date of this Current Report on Form 8-K/A, GCA has not completed the valuation analysis and calculations in sufficient detail necessary to arrive at the required estimates of the fair market value of the Multimedia Games assets to be acquired and liabilities to be assumed and the related allocations to such items, including goodwill, of the Merger consideration. The pro forma financial statements are presented for illustrative purposes only and are based on the estimates and assumptions set forth in the accompanying notes. Accordingly, the accompanying preliminary unaudited pro forma purchase price allocation is subject to further adjustments as additional information becomes available and as additional analyses are performed. There can be no assurance that such finalization will not result in material changes from the preliminary purchase price allocation.

The pro forma financial statements should be read in conjunction with:

GLOBAL CASH ACCESS HOLDINGS, INC.

Unaudited Pro Forma Condensed Combined Balance Sheets

As of September 30, 2014

(in thousands)

See accompanying notes to unaudited pro forma condensed combined financial statements.

GLOBAL CASH ACCESS HOLDINGS, INC.

Unaudited Pro Forma Condensed Combined Statements of Operations

For the Nine Months Ended September 30, 2014

(in thousands, except per share data)

See accompanying notes to unaudited pro forma condensed combined financial statements.

GLOBAL CASH ACCESS HOLDINGS, INC.

Unaudited Pro Forma Condensed Combined Statements of Operations

For the Year Ended December 31, 2013

(in thousands, except per share data)

See accompanying notes to unaudited pro forma condensed combined financial statements.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL

STATEMENTS

(in thousands, except per share data and as otherwise noted)

Note 1. Merger Consideration and Allocation Used in the Pro Forma.

GCA used the proceeds from its Notes offering, together with borrowings under the Credit Facilities and cash on hand at closing of the Merger, to fund the cash obligations of the Merger, to repay the then outstanding indebtedness of GCA and Multimedia Games, to pay related fees and expenses, and to provide cash for the combined company’s ongoing working capital and general corporate needs (see Note 2 below).

GCA has not completed the valuation analysis and calculations in sufficient detail necessary to arrive at the required estimates of the fair market value of the Multimedia Games assets to be acquired and liabilities to be assumed and the related allocations to such items, including goodwill, of the Merger consideration. Accordingly, assets and liabilities are presented in the pro forma financial information at their respective carrying amounts, which management believes is a reasonable estimate of fair value. The estimated goodwill included in the pro forma adjustments is calculated as the difference between the Merger consideration transferred to the Multimedia Games shareholders and the estimated fair values of the assets acquired and liabilities assumed. The following summarizes the estimated goodwill calculation as of September 30, 2014:

The final allocations of the Merger consideration may include (i) changes in historical carrying values of property and equipment, (ii) allocations to intangible assets such as trademarks and trade names, in-process research and development, developed technology and customer-related assets, (iii) the recording of deferred tax assets and deferred tax liabilities, which are not reflected herein, and (iv) other changes to assets and liabilities. In connection with the amount ultimately allocated to goodwill, a deferred tax liability would generally be recorded to the extent that the book basis exceeds the tax basis of such asset, and a deferred tax asset would generally be recorded to the extent that the tax basis exceeds the book basis of such asset. As a result, actual results may differ from this unaudited pro forma condensed combined financial information once GCA has completed the detailed valuation analysis and calculations necessary to finalize the required purchase price allocations. The final purchase price allocations, which are expected to be determined subsequent to the filing of this Current Report on Form 8-K/A, may differ materially from the estimated allocations and unaudited pro forma condensed combined amounts included herein. These differences could materially increase the total amount of depreciation and amortization expense recognized, which could have a material impact on GCA’s net income.

Note 2. Pro Forma Adjustments.

Entries to record the cash consideration paid in the Merger and the reversal of Multimedia Games equity balances and the extinguishment of GCA’s and Multimedia Games’ outstanding debt held prior to the consummation of the Merger (collectively, the “Prior Credit Facilities”).