Bally's Intralot S.A. (EVOK) Earnings Call Transcript & Summary

Hello, everyone, and thank you for joining us on what is a hugely exciting day as we outline the proposed acquisition of Evoke by Bally's Intralot. My name is Robeson Reeves, CEO of Bally's Intralot. I'm joined today by my colleagues: Chrys Sfatos, President of Lotteries and COO; and Katherine Gomaniouk, CFO of our B2C segment. For the Q&A, we'll also have the Evoke team with us, being joined by Per Widerstrom, CEO; Sean Wilkins, CFO; and James Finney, Investor Relations Director. You've heard me speak before about the opportunity with Evoke as we went through negotiations, and I'm delighted we could agree a deal. As I've said before, we see a compelling opportunity to bring our operating model to a significantly larger business while transforming performance through synergies. This is exactly what we plan to do, and I truly believe both sets of shareholders stand to benefit from significant value creation over the coming years. I'll talk you through more of that detail over the following pages before opening up for questions. Turning to Slide 3. I'll give you a quick overview of the key headlines of today's announcement and the transaction terms. There is a lot of detail in the announcement today, and we have outlined the headline points here. Starting with the key terms. It's an all-share offer for Evoke at 52p per share, with a cash alternative capped at 50% of consideration. The offer values Evoke at approximately GBP 243 million of equity value or around GBP 2.2 billion of enterprise value. To ensure funding certainty, we have secured a EUR 200 million bridge and GBP 157 million senior facility at the Bally's Intralot level, which will provide cash to fund any cash alternative take-up as well as settle the existing derivatives and cover transaction-related costs. The debt structures of Bally's Intralot and Evoke will remain separate for the near term. This is to provide the most optimal structure for both sets of stakeholders. Bally's will provide the necessary cash injection into the Evoke group to fund the transaction and refinancing costs. Within the Evoke credit structure, we have secured a commitment for an GBP 889 million denominated second lien facility, which will be used to refinance Evoke's existing 2028 maturities, materially derisking the near-term maturity profile of the combined group. In addition, we have obtained required change of control consents across the remainder of the Evoke capital structure. This means the existing bonds due 2030 and 2031 remain in place on the same terms and the RCF also remains in place with a further agreement to upsize it to GBP 220 million, supporting improved liquidity. On a pro forma basis post-transaction, Bally's Intralot will have a consolidated net leverage of approximately 4.5x. We are not changing our existing stance towards leverage though, and we expect to delever over the medium term as we deliver significant synergies and benefit from the enhanced scale and attractive cash flow generation of the combined group. Turning to synergies. We have identified at least EUR 210 million or GBP 180 million of cash synergies with [ EUR 12 million ] of these being CapEx related. We have a clear delivery plan across marketing spend, operations and technology that Katherine will touch on later. Importantly, we expect to capture a meaningful proportion of these within the first year following closing and the cash cost to achieve are expected to only be circa GBP 25 million, delivering a significant ROI. The Board of Evoke have unanimously recommended the offer, and we're delighted that the founding family shareholder of Evoke has agreed to support the deal, and I look forward to them being a valued Bally's Intralot shareholder. The deal is subject to overall shareholder approval as well as further customary regulatory approvals, but we're confident in achieving these, and we're targeting completion towards the end of '26 or the start of '27. Turning to Slide 4. This shows a summary outlining the scale and diversification of the combined business. As I said at our financial year 2025 results call, our criteria for M&A was simple: regulated markets, strong brand positions, accretive economics and logical operational fit. Evoke ticks all of these boxes and the improved scale, diversification and financial profile of the combined entity provides a fantastic platform for future growth. Evoke generates EUR 2.1 billion of revenue and EUR 416 million of EBITDA at a 20% margin, while Bally's Intralot contributes EUR 1.1 billion of revenue and EUR 431 million of EBITDA with a higher margin profile of 40%. On a combined basis, we are creating a EUR 3.2 billion revenue business, delivering EUR 856 million of adjusted EBITDA at a 27% margin. This makes us one of the global leaders in online betting and gaming. Crucially, the group remains highly weighted towards locally regulated markets, underpinning the sustainability of revenue. We have a clear leading position in the U.K. and the group benefits from a more balanced geographic and product mix with strong underlying cash flow generation. Moving to Slide 6, which outlines the compelling strategic and financial rationale for the transaction and the benefits it will bring to both sets of stakeholders. First, this transaction is set to create a global gaming and lottery champion with significant scale and leading positions across some of the largest and most attractive markets in Europe. Second, together, we will have significantly strengthened our position in the U.K. with the addition of Evoke's flagship brands, customer database and leading sportsbook as we look to capitalize on the evolving market conditions post-duty changes. Third, we combine Evoke's iconic brands with Bally's Intralot's market-leading technology and data capabilities, which will enhance customer acquisition and optimize customer journeys. Fourth, the transaction unlocks clear and highly executable synergies, delivering significant value creation and significant earnings accretion in the future. And finally, together, Evoke and Bally's Intralot will have an enhanced financial profile through increased scale and product diversification. Turning to Slide 7 and an overview of the scale and geographic breadth of the combined group across Europe. Post transaction, we would have leading positions and meaningful scale across 6 core markets being the U.K., Ireland, Italy, Spain, Romania and Denmark. These are all large, attractive and growing markets and in many cases, have structural tailwinds from online migration. And you can see on the slide the strong forecast growth rates outside of the U.K. In the U.K., the combined group would be the #2 overall operator and #2 in iGaming. We'll be #3 or #4 in other core markets, but with the combination of brands and capabilities, we'll be better positioned to capture share. We also see an addressable TAM of EUR 36 billion once you include the other markets where Evoke has operations, representing significant runway for further growth in the coming years. With the trend in recent years towards local regulation and ever-increasing regulatory and compliance complexity, this makes the local and global scale ever more important. Turning to Slide 8 and the U.K. Clearly, we see the U.K. consolidation as a key driver of value for this transaction. Not just in terms of synergy potential, but also the wider opportunity of taking market share following the recent duty changes. Both businesses are seeing strong performance in the U.K. so far in 2026. And with the combination of capabilities and brands, we see a massive opportunity to accelerate performance here and cement our leading position. The U.K. is still the largest locally regulated online market in the world if you count each state separately in the U.S. And we have proved that we have operating margins to still extract significant value from the U.K. I'm really excited about the future potential here with the powerful portfolio of leading brands and greater scale across all key verticals, particularly sports, enabling us to compete more effectively and capture a larger share of wallet. I am also excited about the opportunity to see how we can better utilize the retail presence and create a compelling omnichannel offering for William Hill customers. Overall, this combination creates a stronger, more competitive and more diversified U.K. business. Turning to Slide 9. This slide shows the value creation opportunity from leveraging Bally's Intralot's data-driven operating capabilities. Evoke has talked at length about its drive to improve customer life cycle management and personalization. By deploying our Vitruvian platform and advanced data capabilities, we can significantly improve customer segmentation, personalization and real-time decision-making for the Evoke brands, and we believe we can do this quickly. That translates directly into more efficient player acquisition and a better overall customer experience with personalized and curated journeys to remove friction and drive engagement and retention. In terms of marketing efficiency, you can see this in the headline numbers with Bally's Intralot U.K. B2C operating at around 11% marketing ratio, which is industry-leading compared to approximately 23% for Evoke in the U.K. So there is a clear and tangible opportunity to drive meaningful greater efficiency, leveraging our technology to reduce acquisition costs while maintaining growth. Ultimately, this is about combining strong brands with best-in-class technology to improve unit economics and deliver more scalable, profitable growth. I'll now hand over to Katherine to touch on synergies.

Thanks, Robeson. As we've previously outlined, this transaction delivers a clear and highly executable synergy opportunity, which will unlock significant value creation and material earnings accretion. We have identified at least GBP 180 million of cost and CapEx synergies across 3 core areas: marketing spend optimization, operational efficiencies and IT infrastructure and tooling. We see significant opportunity to increase efficiency in marketing spend as we combine our data-led capabilities with Evoke's recognizable brands. In the U.K., especially, we see an opportunity to right-size the marketing mix and profile to align with the competitive dynamics following gaming tax changes, and we expect enhanced returns driven by improved capabilities. On the operating cost side, simplification and accountability are key drivers. We see quick wins from streamlining processes and removing duplication across the two businesses, supported by our continued use of AI and automation. Within IT infrastructure, we also anticipate quick wins around overlapping services, tooling and data centers. It should be noted that all of these synergies will land in the Evoke numbers from a credit silo perspective. We do see a longer-term opportunity around further technology integration and benefits from the Bally's Intralot side of the business, neither of which is currently factored into our synergy expectations, but we will be assessing these opportunities in more detail as we bring the businesses together. These savings represent actionable opportunities in the near term with our confidence in delivery underpinned by our track record of achievement of similar optimization within our business over the past 2 years. I'll now hand over to Chrys to touch on the combined financial profile.

Thanks, Katherine. Turning to Slide 11 and the financial profile of the combined business. This slide is presented on a pro forma basis for Bally's Intralot to reflect Bally's international acquisition and Evoke results have been converted to euros. We've also included a pro forma column that takes the 2025 numbers for both businesses and adjusts for the annualized impact of the new U.K. duties as well as our mitigation efforts on the Bally's side and the synergies on the Evoke side. You can see that we are able to more than offset the impact of the new U.K. duties on a combined basis through this deal and the access to the scale and synergy opportunities. As you can see and as we have already outlined, the combination significantly increases the scale of the business with EUR 856 million of pro forma combined adjusted EBITDA adjusted for the impact of U.K. taxes and cost synergies. We can also see the consistent revenue and EBITDA growth profile and strong free cash flow conversion, which will enable a clear deleveraging trajectory. Within the Bally's Intralot business, the cash flow profile is also supported by long-term lottery contracts with a significant pipeline of stable revenues. Overall, all of these points to the combination delivering a more robust and balanced financial profile with improved visibility of both cash generation and deleveraging. I will hand back to Robeson to conclude.

Thank you, Chrys. Turning to the final slide and just to reiterate the key points again. This transaction will create a diversified global gaming and lottery champion with leading positions across 6 core markets and a portfolio of 11 fantastic brands. In the U.K., the combination delivers a #2 position in iGaming and #4 in online sports betting, materially strengthening our competitive positioning. Combining the Evoke's brands with Bally's Intralot's leading technology and data capabilities will optimize player journeys and drive significantly improved marketing efficiency. We have also identified at least EUR 210 million or GBP 180 million of highly executable cost and CapEx synergies across marketing, operations and IT infrastructure. The enlarged group will have a significantly enhanced financial profile with over EUR 3.2 billion of combined revenue and an adjusted EBITDA margin of approximately 27%. All of this provides an exceptional platform for future profitable growth and value creation, and I'm excited about the potential for the combined group. With that, I'll close by reiterating our thanks for the continued support, and we are now happy to answer any questions.

[Operator Instructions] Our first question comes from Karine at Barclays. What is the expecting regulatory timing for the transaction to be approved to close? When do you expect to repay '28s?

I'll just take that on closing time. As we said earlier, we'll have to go through the usual regulatory approvals from the Gambling Commission, from CMA, as you'd expect, and other regulatory bodies. So end of Q4, potentially early Q1, but we see it around those sorts of time lines. Chrys, do you want to talk about the '28s?

Yes. As you have seen, we have secured the financing to repay the '28s, and these should be done at around the time of the closing of the transaction.

Next question comes from Haley at Columbia Threadneedle Investments. Can you clarify the capital structure of merged Intralot-Evoke? Will the two companies be merged? I appreciate you've got a change of control waiver on the 2030 and 2031 bonds and refinancing the 2028 bonds. But where will these bonds sit in relation to the GBP 889 million second lien facility? And awesome transaction. Well done.

One for you, mate.

Yes. The new facility will sit on the Evoke silo and the Evoke silo will be non-recourse to the Bally's Intralot silo.

Next question comes from Harry at Guggenheim Investments. Can you disclose any terms for and/or pricing on the second lien facility?

Should I take that one, Robeson?

Yes. Sure.

Yes. So it's a 5-year term. It's 11% cash paid, and there's a GBP 200 million mandatory prepayment in December 2027.

Next question comes from Julien at Polen Capital. How confident are you in your ability to integrate the two groups operationally while leaving the two restricted groups in place?

I guess this -- I'll take this. So this just boils down to actually realization of synergies. Deliberately, I've focused on synergies whereby integration is less required. Most people when they think about synergy numbers, they automatically lean into tech consolidation and all of those sorts of things. In all honesty, that's hard to do. And also, it's hard to predict how long it would take when you can't see it properly until you actually own it. The synergies that we described are very much focused on marketing spend. And therefore, this would be outside of classic regulation, right? So it's just where should you spend your money? Should you be spending your money on television or digitally and using appropriate tag management. So we see technology delivery, which will allow us to track that better. So there will be a degree of integration across marketing spend and how we do that. We will get into detail far closer to the time of what it means for further integration. So I don't want to go into too much color there, but I feel very good about the synergy realization. It should be relatively simple.

Next question is from Samik at Schroders. Referring to a line on Page 30, agreed to support Evoke in connection with a GBP 200 million mandatory prepayment under the second lien term facility acquired by 31st December 2027. First question, this is separate from your EUR 200 million bridge facility for the cash consideration. Is this going to be prefunded or based on a guarantee from Intralot? If I understand correctly, out of the GBP 889 million initial balance under the second lien, only GBP 689 million will be outstanding after December '27. Are there any further mandatory prepayments under the second lien facility prior to maturity in 2031?

Go for it, Chrys.

This is correct. The GBP 200 million mandatory repayment at the end of 2027 is an obligation undertaken by Bally's Intralot, and it's not related to the bridge. This may be a good opportunity to explain that the whole proposal around the capital structure, the key element is the support that we have from financial institutions to refinance the 2028s, which is right now a main issue that's weighing on an otherwise very valuable company. So that GBP 200 million is part of our obligation, part of our skin in the game as buy side, and it's completely unrelated to the bridge. Given the runway, we will have the opportunity to generate a certain amount of cash, and we definitely have the liquidity instruments to finance that at the end of 2027.

A follow-up question from Samik. Do you foresee complications in terms of transferring databases and marketing tech to Evoke to ease the reduction in marketing as their IT systems and platforms may not be compatible?

With respect to the martech platform, that sits outside of the classical player account management system, all of those other things. So you can actually -- you can spend marketing money without any form of integration at all between technology stacks. This is about giving more insights to how we're spending that money. There will be a desire to have certain integration so we can understand better player lifetime value and so on. But this is relatively simple, and we've done it many times before. Our data platform is set across many different PAMs and different systems. It's meant to take in different data sources. It's very flexible. With respect to databases, our intention to do the database mixing. Every synergy we talk about sits within the Evoke silo.

Another one from Samik. What is the purpose of the secured commitments for a GBP 157 million senior facility from institutional investors to support the acquisition? In case of a restructuring under a bearish scenario, though should a remote scenario given the expected synergies, is there any acceleration clause under the second lien? Are we certain that the second lien acts as an equity cushion for the remaining senior secured '30s and '31s?

The second lien has the same security package, but subordinated to the first lien. The purpose of the GBP 157 million facility is to fund other cash items of this transaction because Bally's Intralot intends to support wherever necessary, this -- the evolution of Evoke and the business plan that we have for Evoke.

Final one from Samik. How much of the GBP 180 million synergies will be derived from marketing cost savings? And would the marketing savings be entirely or mostly generated in the U.K.?

I'm not going to break it down specifically. The largest bucket will be in the marketing. Then there's operational, you can see in our slides and then there's some tech. The majority of those savings will be in the U.K. Yes, that's it.

Next question is from Raman at Principal Asset Management. On the EUR 200 million amortization of the Evoke second lien facility, is it full recourse to Intralot? In the Evoke silo, is the EUR 200 million contractually pari with regards to 2030s and 2031s in relation to the claim on collateral?

The EUR 200 million is a recourse on Intralot only.

Next question from Raman. How do you see Evoke's product and tech suite? Given recent underperformance in the U.K., do you believe there's a product or tech gap that requires investment to boost Evoke's performance?

I guess I've described this in where I see the synergies. In our case, we're talking about cost reductions. So I'm talking about marketing spends being more precise. So I expect that we can reduce the cost per acquisition by being more targeted. That's our key goal there. I would believe, as I said before, they're better at sports than us, right? There's no doubt that they're better at sports. So we're going to inherit that great capability. Gaming, as you can see from our numbers, our Q1, we grew by 10.5%, 11.5% in April and even greater in May, further accelerating to 16%. We believe we can do that via additional retention algorithms. Again, as I've said, all of these things sit outside of the classic regulatory stack. We'll just need to understand a little bit about customer profiles, what people are spending, their experiences, which we can analyze from data streams and then ideally boost customer retention. So find a way that customers can spend in a very stable fashion, which gives you this core stability and core growth, which can last very long or forever is my hope. So I think that there is potential opportunity to grow and accelerate growth by augmenting gaming retention, not necessarily altering the product on site. I do believe that you can -- we will always want to improve the product on site. I haven't made any of those assumptions yet because I need to understand the technology stack and exactly how it works because there's one thing we're saying, I can -- I'll make it way better. I need to really understand where the problems sit or where we see differences in performance across what I would expect metrics to look like.

The thing I'd add to that, Robeson, is that premise in the question of underperformance in the U.K. Evoke is actually seeing pretty good momentum in Q1. The U.K. online business is growing at 5% within that gaming is growing at 8%. So the business is performing pretty well and we've got decent momentum as we go into this transaction.

Great. Next question comes from Alex. Regarding the second lien financing, could you please disclose what the interest rate on the second lien will be and whether there is a noncash pay component?

It's 11% cash paid. And Chrys has already outlined pretty well all the terms around GBP 200 million prepayment in December '27.

Next question comes from Laura. What is the time frame to implement the synergies? At what level will the GBP 889 million second lien sit, and where does it rank versus existing Evoke SSNs, which remain in place and the existing [indiscernible] SSNs?

Katherine, do you want to take the synergy timing point?

Sure. We expect about 75% of the synergies to be realized within the first 12 months following close and the remainder to be realized in the second year post-close.

Tilly, can you repeat the second part because my line was breaking up.

Regarding the second lien financing, could you disclose what the interest rate on the second lien will be and whether there's a noncash pay component?

No, that was the previous question.

Sorry.

In this question, there was a part -- second part.

At what level will the GBP 889 million second lien sit, and where does it rank versus existing Evoke SSNs, which remain in place and the existing [indiscernible] SSNs.

If I understand the question correctly, maybe -- Sean, maybe you can help me here. But as we said, it's a subordinated loan with the same security package.

Yes. So the capital structure of the silo is going to be that the RCF will become super senior. And then the second lien almost by definition, is subordinated to the remaining '30s and '31 senior secured notes.

Next question is from Russell. Post merger, you have a number of brands. Can you talk about how much overlap there is between customers? Are all brands considered strategic over the long term? And do you anticipate revenue dissynergies? The announcement emphasizes cost synergies, but revenue synergies, so can you give me some insight? You're obviously very confident about the opportunity. How do you anticipate the retail portfolio to evolve over the medium and long term?

There will be a degree of overlapping customer base across the two separate silos. You'll have to agree a program of how you look at single customer view in time with the regulator. I -- it's funny. So many people believe that when you implement a single customer view, it will have dissynergies on revenues. That will be the case if we still had a very large VIP industry within the regulated market. I think all of us operators will have seen that, that has been diminished in time. I think that this single customer view will give us a far cleaner perspective on exactly how our customers are behaving. You can almost view it as if someone goes into one store and they spend double the amount that they would spend in an alternative store, so say, going between Virgin Games or going between William Hill, you'll understand what product offerings, almost like an A/B test, are ideal to be served to every single customer. So I view it as a gaining of intelligence. We've viewed -- and as you can see, we have many brands. I've always believed in multi-brand because when you understand this, you know what product people prefer, you know what to serve them at the right time. So I view that as a revenue synergy. Some people believe it will be a dissynergy. I think there's another part of the question, I've forgotten that.

It was retail -- I could take that, if you like.

Go for it.

I mean we've gone through a retail transformation. It's been extremely successful. It's the key features were new FOBTs, new SSBTs, store rationalization. And that's manifested itself in Q1 in a plus 3% like-for-like, which is well above, really well above market. Expectation is that, that success continues and we continue to generate cash from the retail business into the medium term. The other thing to say is that obviously, there continues to be a great opportunity around omnichannel and the feedback loop between online and retail. So it's a key part of the product mix going forward.

Next question is from Julio, out of the GBP 180 million expected synergies, how much is expected to end up in the Evoke silo? Could you please confirm the expected cost of achieving GBP 180 million synergies, is it GBP 25 million? And please elaborate on what the restructuring costs will be? Could you also please split GBP 180 million synergies into marketing, corporate and IT and how much is going into each bucket?

Do you want to take it, Katherine?

Sure. So we've covered -- we won't really disclose the exact amount, but as Robeson mentioned before, it was -- the bulk of the synergies is going to come from marketing, followed by operational efficiencies and closed out by IT infrastructure and tooling. The cost to achieve are, as you say, GBP 25 million, and these would essentially be restructuring costs. And what was the third part of the question?

If they are realized all in the Evoke silo.

Yes, and they will be realized in the Evoke silo. We'll make sure that we keep them exactly where they belong.

Next question comes from Alex at LGT. Regarding the cost savings, if the transaction closes in Q1 '27, do you expect to realize most of the GBP 180 million cost savings by Q1 '28?

Yes. So we will be working in a 12-month cycle. So 75%, as I mentioned, will -- is expected to be realized in the first 12 months following close and the remainder in the second 12 months following close. So Q1 to Q1 sounds about right.

It might be worth adding to that, that there isn't a hiatus until the end of this year. Current management team is working on getting more efficient marketing, getting more efficient bonusing, retail rationalization, operating model efficiencies, supplier cost efficiencies. I guess the point is that once the deal is done, we can accelerate that, particularly once we get access to the Vitruvian platform.

Next question comes from Riti. What does the silo structure mean for future refinancing plans? Which entity do you expect to use as the main issuing entity going forward? Or do you envisage the two entities to refi on a stand-alone basis? Also on the second lien, is there a [indiscernible] structure at all?

Yes, very good question. Obviously, we intend -- as I said, the key element here in the financing is to remove the maturity wall of 2028 and give the company the runway to achieve the synergies. As I'm sure you're aware, this is a highly cash-generative business, and that is the great advantage that we bring by securing this runway. Clearly, at some point, the consolidated balance sheet makes more sense to look at for a more comprehensive refinancing. So we believe that once we are able to demonstrate that we can deliver these synergies after the first year or second year, we cannot determine right now exactly when, but we will be looking for a comprehensive refinancing across the capital structure.

The next question comes from Richard at Deutsche Bank. Could you please describe your plans for Evoke's retail estate, i.e., how core is this? Could you provide color on your strategy for online markets outside the U.K., in particular, in Italy, Spain and Romania? And also, how quickly would you expect leverage to return towards 2.5x steady-state target?

So with respect to the retail estate, as Sean has already said, the Evoke management team have been rationalizing that footprint and it's performing well. For us, our focus is going to be on realizing those synergies, which predominantly lives across really U.K. online because that's where we've got deep, deep strength of expertise. So retail, keep on doing what it's doing, and it looks like the team have done a fantastic job already rationalizing and getting the growth. International online, as I said a few times, that makes this deal very attractive. We want that to keep on its pathway of growth, very positive there. So it's almost really leave retail, leave international for a period and focus on the U.K.

Next question is from Charlie at BNP. Do you expect marketing optimization to result in holding or gaining market share or focusing on a smaller number of more profitable players?

I think you can grow market share by being far more precise with exactly who you advertise towards. My preference in marketing is to make sure that I spend money only showing adverts to people who may want to engage with my products rather than spending money on advertising, which can be presented in front of people who may have zero desire to engage with me. So I guess I'm hoping that we can apply what we've done for years and make sure we are very targeted, very precise with how we advertise and that delivers growth. You can see it in our numbers.

We're starting to see a structural shift in the market post the tax changes as well. Like we always thought that we'd see the long tail consolidating down and see the market share transferring from the long tail into the major operators. And I think that the incredibly strong or the very strong growth that we've seen in Q1, both in Bally's Intralot and Evoke is an indicator that, that's already started to happen. That can only gain momentum, right? The impact of this new tax will fall very heavily on the long tail, and will continue to do so and continue to take the fuel out of their marketing opportunities.

Next question comes from Alex, LGT. Could you please guide on a CapEx figure as a percentage of revenue for the combined businesses?

Katherine, do you want to take that? Or maybe Sean on the other side?

I can take it. I mean we won't be providing guidance on CapEx for the kind of combined entity at this point, but there's a slide in the presentation where you can work out current CapEx kind of 5% to 6% for both groups. So that's where we currently sit.

Thank you, James.

Next question comes from Julien at Polen Capital. Is the second lien tender 5 years from today or 5 years from completion date?

So is that the maturity that you're asking? The second lien maturity 5 years from completion. If that's the question, then yes, it's 5 years from completion.

The next question comes from Raman at Principal Asset Management. How will the RCF at Evoke be dealt with?

So the RCF is partially drawn currently. That partial draw will roll over into the new silo and will be upsized to GBP 220 million. The current capacity is GBP 200 million, it will upsize to GBP 220 million. The other thing about it is that it's been -- it's ranked alongside the other debt at the moment. And one of the reasons for that is the terms within the term loan B, we're [ refi-ing ] the term loan B. And as a result of that, the RCF can become super senior.

Next question comes from [indiscernible]. Given material deleveraging through the SSNs '30, '31s, have you had any conversations with the rating agencies regarding an upgrade and/or rating differentiation between 1L and 2L?

So we started conversations with the ratings agencies. The way they work is they're not about to make quick judgments on these things. They want to see the full detail. They want to see the full documentation. And once they've seen that, they'll update their models and only then will they start to give us changes in the ratings. But you're absolutely right. The '30 and '31 SSNs, the leverage at that level drops enormously. It drops from 5, 5.2 down to 2.2. And as a result of that, a lot less risky, and therefore, we do expect to see some improvement in the ratings of those particular instruments.

Next question comes from Pravin at Barclays. What proportion of expected synergies come from supplier negotiations on online side of the business? And do you see potential for more savings with future negotiations with your content suppliers?

So as it stands now, we expect spend optimization, not necessarily savings from contract renegotiations as we come together as a combined business and we better understand the terms and look at economies of scale, this is where potential additional upside can come into play as it comes to renegotiations.

Next question comes from Ivor at Peel Hunt. What does the strong growth in FY '26 from both companies tell us about market revenue leakage to offshore operators? Is that leakage no longer a threat?

I would say the leakage is always a threat. If regulations create displacement, people have to go somewhere. So that's always a threat. As Sean said earlier, the growth that we're seeing, I think a lot of it is driven by the long tail. I've been pointing to the fact that as soon as the tax announcement arrived, the same marketing spend was acquiring in excess of an extra 60% increased volume in first-time depositors to our brands. We're starting to receive the benefits of all of these things. So we've got some great lead indicators, which end up converting into cash further down the line. But that is really saying that where we're spending, we're getting cheaper inventory for the same -- like in the same placement. So I see there's risk of the offshore, but actually bigger operators are gaining the benefit from market consolidation.

Question from Pravin at Barclays. On U.K. retail, do you plan to leverage Evoke retail networks to cross-sell Bally's brand in the U.K. in due course? Does synergy guidance include retail shop closures beyond what Evoke has already announced so far? If not, would you consider further retail estate review and thereby see scope for further cost savings?

Retail optimization is currently not part of the GBP 180 million of synergies. So whatever actions Evoke has taken to date on that is not part of that figure and will be incremental.

And we also don't have any intention to utilize the Bally's Intralot brand in the retail estate. I believe there's strong power with the William Hill brand. I value that brand massively. I think it is a genuine piece of heritage for the U.K. and internationally.

Next question from Julien at Polen Capital. Do you intend to retain all Evoke international operations? Or would you consider selling some of them?

We wanted the whole group. We have no intention to sell any assets. As I've said a few times, I find the international assets are most -- the most attractive because it creates a diversification for our combined group and really does give us a pan-European presence. So no intention. But if things arrive, which makes sense, we'll always consider, but absolutely no intention. We like the business that Evoke has. We believe together, we can be stronger and truly grow this business and have significant scale.

Next question from Megi at PGIM. Will there be cash pooling or cash transferability between the two silos?

No.

No, we plan to keep the treasury separate. It will be an unrestricted group, and it will be serving its own debt. And the Bally's Intralot side will be supporting when necessary.

Next question from Ben, HPS. Do you foresee any issues securing the requisite antitrust and regulatory approvals from the U.K. CMA and Gambling Commission?

No, I don't see any risks there. You can -- my example, I look at something like Flutter, which has created its scale entirely inorganically. Normally, there's challenges when it comes to retail footprint, but we don't have it. So I don't see any risks there.

Perfect. There are no further questions from the webcast. So I'll hand over to you, Robeson...

Tilly, I think if I may address a question that we kind of left unanswered earlier about the CapEx, Alex's question. Just to give you some color because a lot of the CapEx relates to the legacy Intralot side. I think that we will be looking at 4% of revenue for the whole group. So you're looking into a number around [ EUR 100 million to EUR 120 million. ] This may be important for your modeling. So I thought we should just give you some kind of color around here.

Robeson, any closing remarks from you?

Well, thank you, Tilly. I guess my closing words would really be saying that this is a true statement that we believe in regulated gaming and lotteries and do respect the public terms of licensure for responsible and safe gaming. We're acquiring Evoke and we become a dominant profitable international online gaming operator in Europe. And we do it in one move, right? So you do it in one quick go. We essentially go to podium positions in 6 markets and become #2 in the U.K. Just to remind you, Evoke generates EUR 2 billion in net gaming revenue across 3 equal segments, roughly equal segments. Retail, U.K. online and international. I know everyone thinks that we're buying the U.K., but Bally's Intralot's strategy has always been to diversify beyond the U.K., and this is what's happening. We're buying international scale across Italy, Spain, Romania, Denmark and beyond. The U.K. comes with it. And the U.K., we believe we can improve as we've described through this presentation. Our business really does allow this opportunity. We spend 11% of net gaming revenue on marketing, and we grow double digits. So we improve the U.K. and we gain international and we save ourselves about 7 years to get to this place. So our business is a platform for growth, both organic and through smart acquisitions. So acquiring Evoke makes us the business we really always wanted to become. We want to become international. We want to become a champion across Europe and the globe. So with that, I really do look forward to speaking to you all again soon. I hope you're as excited about this transaction as we all are. Yes, it should be a great journey, and I'm very excited. Thank you. Thank you all for joining us.