Amaya acquires PokerStars and Full Tilt Poker

A wholly owned subsidiary of Amaya Gaming Group Inc. completed its acquisition of 100 per cent of the issued and outstanding shares of privately held Oldford Group Limited, the parent company of Isle of Man-headquartered Rational Group Ltd., the owner and operator of the PokerStars and Full Tilt Poker brands, in an all-cash transaction for an aggregate purchase price of US$4.9 billion, including certain deferred payments and subject to customary purchase price adjustments.

Through PokerStars, Full Tilt and its multiple live poker tours and events, Rational's brands comprise the world's largest poker business. With this transaction, Amaya has become the world's largest publicly-traded online gaming company.

The purchase price relating to the acquisition was financed through a combination of cash on hand, new debt, a private placement of subscription receipts, a private placement of common shares and a private placement of non-voting convertible preferred shares.

Amaya was led by Marlon Goldstein, Amaya's Executive Vice President, Corporate Development & General Counsel, with assistance from Osler, Hoskin & Harcourt LLP in Canada and Greenberg Traurig, LLP in the U.S., the U.K. and the Netherlands.

The Osler team was led by Eric Levy and included Desmond Lee, Rob Lando, Jason Comerford, Antonella Penta, Christopher Main, Bastien Gauthier, Raphael Amram, Fady Hammal, Genevieve Burdon, Christopher Greenaway (corporate/securities); Manon Thivierge and Patrick Marley (tax) and Etienne Massicotte and Constantine Troulis (financial services).

Greenberg Traurig acted as lead U.S., U.K. and Dutch counsel to Amaya. The Greenberg Traurig team was led by Gary Epstein and Lorne Cantor, with Yosbel Ibarra, Gary Cooper and Drew Altman on the acquisition and Cindy Davis on the financing. The team also included Jacqueline Becerra, Sebastian Colley, Rob Collier-Wright, Peter Cunha, Jeroen den Dunnen, Trystan Forrest, Evan Georgopoulos, Jorge Gómez-Möller, Justin Hamer, Benjamin Hedrick, Dilek Kaya, Russell Lamb, John Leo, Job Leusink, Manny Mato, Brett Moskowitz, Daniel Navarro, Lisa Navarro, John Pappalardo, Chantal Phillips, Daniel Schloss, Joey Shabot, Eva Spahn, Jesse Steele, Alan Sutin, Nicoleta Timofti, Stephen Tupper, Wynne Turner, Thomas van der Vliet, and Paul Westhoff.

Fox Rothschild, LLP was retained as special gaming counsel by Amaya. Team was led by Marie Jiacopello Jones and also included Mariel Giletto, Harry Jackson and Christian Fisher. Cains served as Isle of Man counsel to Amaya in connection with the acquisition with a team led by Richard Vanderplank and Tristan Head.

McCarthy Tétrault LLP acted as legal advisor to the underwriters with respect to the subscription receipt offering and as Canadian legal advisor to GSO Capital Partners LP and Deutsche Bank as part of the financing of the transaction with a team led by Patrick Boucher and Philippe Leclerc that included, Sonia Struthers, Charles-Antoine Soulière, Myreille Gilbert, David Létourneau, Laure Fouin, Nicolas Bertrand, Mark McEwan (business law); Christian Meighen, Ryan Rabinovitch (tax); Richard O'Doherty, Marjolaine Hémond Hotte (financial services) and Véronique Wattiez Larose (intellectual property).

White & Case LLP acted as U.S. and U.K. legal advisor to GSO Capital Partners LP, with a team led by David Becker. The team also included Gavin Weir, Eric Michailov, Adnan Chida, Jiutuo Sun (corporate); Martin Mojzis, David Johansen, Elodie Gal (capital markets); Ashley Winton (intellectual property); Ernest Patrikis, Stuart Willey, Norbert Wimmer, Katharina Nawrath (regulatory); Daniel Levin, Eric Grannon, Ryan Brady, Pavel Boulatov (litigation); Richard Burke, Kristina Zissis (international trade) and Rebecca Farrington, Sophie Sahlin (competition law).

Brownstein Hyatt Farber Schreck, LLP acted as a special U.S. gaming counsel to GSO Capital Partners LP, with a team led by Paul O'Gara and including Jennifer Carleton.

The syndicate of lenders under the term loan facilities was represented by Cahill Gordon & Reindel LLP, with a team led by William Miller, Marc Lashbrook, Thomas Felix, Ross Sturman, Rachel Gray and Stephen Harper.

Stikeman Elliott LLP acted as lead advisor to Canaccord Genuity with respect to the convertible preferred share offering, with a team led by David Weinberger and included Tim McCormick, Mike Devereux and Colin Burn (capital markets) and Katy Pitch (tax).

The shareholders of Oldford Group were represented by Herzog Fox and Neeman. The team was led by Alan Sacks and Ran Hai, and additional lawyers working on the team were Meir Linzen, Gil White, Harriet Finn, Anthony Leibler, Yitzchak Shragay, Aviram Hazak, Daniel Lipman Lowbeer and Erez Abu.

Isle of Man counsel acting on behalf of the shareholders of the Oldford Group were Appleby (Isle of Man) LLC with a team led by Kyle Sutherland and Simon Harding.