The Cost of Being Unprepared for a Sale: EEGS Puts M&A Risks in the iGaming Sector in Focus

28 October 2026, 20:48 Bulgaria

Today, 28 October 2026, at 2:00 p.m., the Eastern European Gaming Summit (EEGS) hosted its free webinar, “Exit-Ready: What Mid-Sized Operators Should Fix Before Talking to Buyers.” The event focused on how mid-sized gambling operators can prepare for a sale and address risks that may affect the price, terms and successful completion of a transaction.

The speaker, Atanas Mihaylov, Counsel at international law firm Kinstellar, used practical examples to examine key issues in iGaming mergers and acquisitions (M&A), from revenue quality and licensing requirements to relationships with technology providers and payment institutions.

The central message was clear: high revenues and strong financial results alone do not guarantee a successful sale. Prospective buyers need to understand how sustainable those results are, what risks underpin them and whether the business can maintain its performance after the acquisition.

What Lies Behind the Revenue?

Revenue quality was one of the main topics discussed. When valuing a company, buyers examine not only reported turnover but also its sources, the licensing coverage in the relevant markets and whether financial results can be substantiated through accounting and regulatory records.

For operators with an international presence, revenue generated in markets where they lack the required licence may be excluded from the valuation. Dependence on a small number of VIP customers or affiliate partners can also raise questions about the sustainability of the business.

Mihaylov also discussed potential claims from foreign players arising from operations in markets with specific licensing requirements. Such risks draw buyers’ attention to both existing disputes and possible future financial liabilities.

Regulatory Readiness as a Transaction Factor

Licensing and regulatory compliance were central to the discussion. Mihaylov outlined features of the Bulgarian market and issues that arise when ownership of a licensed gambling operator changes, including the prospective owner’s corporate structure, the source of funds and the requirements of Bulgaria’s National Revenue Agency.

Even when the parties have agreed on a price, unresolved regulatory matters can delay completion or lead to changes in the agreed terms.

Particular attention was paid to anti-money laundering (AML) measures and responsible gambling. Gaps in documentation, customer checks or compliance with regulatory obligations can lead to requests for additional warranties and financial commitments from the seller.

Contracts and Taxes Also Affect Value

The webinar also covered tax matters relating to transfer pricing, cross-border payments and VAT on services provided by platforms and affiliate partners.

The discussion examined dependencies arising from contracts with technology providers, banks and payment institutions. Clauses requiring consent or additional procedures following a change of ownership can have significant implications for business continuity and the acquisition timetable.

Preparation Changes the Seller’s Position

An illustrative comparison explored two approaches to selling the same business. In the first, the buyer discovers problems during legal and financial due diligence and may use them to justify a lower price or stricter terms.

In the second, the seller identifies weaknesses in advance, addresses gaps where possible and presents a substantiated assessment of the remaining risks. This allows discussions to be based on verified information and concrete measures, giving the seller a stronger foundation for negotiations.

In this context, Mihaylov highlighted the importance of vendor due diligence - a review commissioned by the seller ahead of the transaction.

According to the roadmap presented during the webinar, preparation should ideally begin 18 to 24 months before the planned signing of the transaction. This allows time to review licensing and corporate structures, assess tax risks, address shortcomings and organise financial and contractual documentation.

The practical takeaway for operators is that preparing for a sale is part of managing business value. The earlier a company identifies and addresses its risks, the better equipped it is to substantiate its performance and defend its valuation before a prospective investor.

With this free webinar, EEGS continued its series of specialised online events addressing current business and regulatory issues in the gaming industry.