1. Issue
Gambling M&A carries a specific kind of risk that a generalist due diligence process is not built to catch, because the value of the business being acquired sits inside a licence that a regulator can revoke, a compliance history that can surface fines years after completion, and an ownership structure that regulators increasingly want to see all the way through before they will approve the deal at all.
The clearest recent illustration of what happens when that risk is underweighted is 888’s acquisition of William Hill’s international business, completed in July 2022: within nine months, three William Hill Group entities were fined a combined 19.2 million pounds by the UK Gambling Commission for anti money laundering and social responsibility failures spanning both the online business and 1,344 retail premises, a compliance history that did not appear from nowhere the moment the deal closed.
Recent deals also show how differently things can go even when the price and the industrial logic look sound on paper: DraftKings’ 750 million dollar acquisition of Jackpocket was completed in May 2024, and within a year the lottery courier business had run into serious state-level trouble in Texas and a formal New Mexico Attorney General opinion that its model violated a tribal gaming compact, forcing an exit from that state entirely, a regulatory risk a generalist commercial due diligence process is simply not built to catch.
2. Global Context
The regulatory mechanics of getting a gambling deal approved vary sharply by jurisdiction, and a board needs to know which clock it is actually working against.
In the UK, the Gambling Commission requires notification of a change of corporate control within five working days of it occurring and a full application within five weeks, treating anyone holding 10% or more of shares or voting power as a controller, and the Commission’s decision is binary: approve the change or revoke the licence, with no partial or conditional outcome available. Since a 2022 policy tightening, the Commission has taken a markedly stricter line on late applications, refusing extension requests unless the explanation is genuinely adequate, which means a missed filing deadline is not the paperwork technicality it might be in another regulated sector; it is a live threat to the licence the deal was done to acquire.
In the United States, multi-state deals need jurisdiction-by-jurisdiction clearance rather than one national approval: Apollo’s roughly 6.3 billion dollar combined acquisition of IGT’s gaming business and Everi needed sequential sign-off from regulators including the Nevada Gaming Control Board and the Pennsylvania Gaming Control Board, and ran for close to a year between announcement and completion. A gaming specialist legal panel convened by the International Bar Association in November 2025 flagged a further complication worth any board’s attention: regulators are increasingly demanding look through visibility into a buyer’s own ownership structure as part of suitability review, meaning the acquirer’s cap table can itself become a source of delay, and that the split between a target’s licensed core markets and any unlicensed dot com revenue creates a contamination risk that has to be diligenced as its own workstream, not folded into general commercial due diligence.
3. Boardroom Questions
1. Do we have full visibility of the target’s compliance and enforcement history with every regulator it holds a licence from, not just the headline fines but any recent warnings, undertakings, or ongoing reviews?
2. Has our due diligence team assessed AML, KYC, payments and customer data practices as a distinct workstream, given specialist gaming legal advice now treats this as the area demanding the most scrutiny in any gambling deal.
3. What share of the target’s revenue comes from licensed core markets versus unlicensed or grey markets, and have we modelled what happens to valuation if we shut the latter down before completion?
4. Have we mapped every jurisdiction in which a change of corporate control filing will be required, and do we know the specific deadline and consequence of missing it in each one?
5. Is our own ownership structure transparent enough to satisfy a regulator’s look-through suitability review, or could our own cap table become a source of delay?
6. Have we stress-tested the target’s licence continuity risk, including what happens to the deal timeline and value if a single jurisdiction’s regulator raises an objection?
7. What consumer litigation exposure exists in markets, such as parts of Europe, where claims have been made that unlicensed historical operations render past transactions void or reimbursable?
8. Does the integration plan include a named individual accountable for every regulatory filing deadline across every jurisdiction, or is that currently assumed to be handled generally by legal?
9. If a compliance failure surfaces after completion, as it did for 888 within nine months of closing William Hill, what is our plan for managing regulator relationships and public disclosure?
10. Have we agreed, before signing, whether we are a conservative buyer that will exit unlicensed revenue streams or a strategic buyer that will keep them and accept the regulatory scrutiny that comes with it?
Sources
1. UK Gambling Commission, William Hill Group businesses to pay record £19.2m for failures, 28 March 2023, https://www.gamblingcommission.gov.uk/news/article/william-hill-group-businesses-to-pay-record-gbp19-2m-for-failures
2. DraftKings Inc., DraftKings Completes Acquisition of Jackpocket, May 2024, https://draftkings.gcs-web.com/news-releases/news-release-details/draftkings-completes-acquisition-jackpocket
3. SBC Americas, Texas Lt. Gov. Patrick Pays an Ominous Visit to Jackpocket, 19 February 2025, https://sbcamericas.com/2025/02/19/texas-dan-patrick-lottery-couriers/
4. NEXT.io, Jackpocket exits New Mexico as lottery courier scrutiny increases, March 2026, https://next.io/news/regulation/jackpocket-exits-new-mexico/
5. Wiggin LLP, Commission warns licensees to submit change of corporate control applications on time or face the consequences, accessed July 2026, https://www.wiggin.co.uk/insight/commission-warns-licensees-to-submit-change-of-corporate-control-applications-on-time-or-face-the-consequences/
6. UK Gambling Commission, Make changes to your operating licence, accessed July 2026, https://www.gamblingcommission.gov.uk/licensees-and-businesses/guide/make-changes-to-your-operating-licence
7. CDC Gaming Reports, Nevada regulators signal approval for Apollo acquisition of IGT and Everi, 11 June 2025, https://cdcgaming.com/nevada-regulators-signal-approval-for-apollo-acquisition-of-igt-and-everi/
8. Apollo Global Management, Apollo Funds Complete Acquisitions of International Game Technology’s Gaming and Digital Business and Everi, July 2025, https://www.apollo.com/insights-news/pressreleases/2025/07/apollo-funds-complete-acquisitions-of-international-game-technology-s-gaming-digital-business-and-everi-combined-enterprise-to-operate-as-igt-3108340
9. International Bar Association, Why take chances? A deep dive into the regulatory, compliance and transactional complexities of acquiring a gambling business, IBA Annual Conference Toronto, 6 November 2025, https://www.ibanet.org/deep-dive-into-the-regulatory-compliance-and-transactional-complexities-of-acquiring-a-gambling-business