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August	31,	2023 Via	EDGAR Mr.	Abe	Friedman Mr.	Doug	Jones Office	of	Trade	&	Services Division	of	Corporation	Finance United	States	Securities	and	Exchange	Commission 100	F	Street,	NE Washington,	D.C.	20549-7010 Re:	Everi	Holdings	Inc. Form	10-K	for	Fiscal	Year	Ended	December	31,	2022 Filed	March	1,	2023 File	No.	001-32622 Dear	Messrs.	Friedman	and	Jones: Everi	Holdings	Inc.	(the	“Company,”	‘its,”	“we,”	“us,”	“our”)	hereby	responds	to	the	comments	of	the	staff	(the	 “Staff”)	of	the	United	States	Securities	and	Exchange	Commission	(the	“Commission”)	regarding	the	Company’s	 Annual	 Report	 on	 Form	10-K	 for	 the	 Fiscal	 Year	 Ended	December	 31,	 2022,	 as	 filed	with	 the	 Commission	 on	 March	1,	2023	(the	“2022	Form	10-K”). This	letter	sets	forth	each	comment	of	the	Staff	and,	following	each	remark,	articulates	the	Company’s	response. Form	10-K	for	the	Fiscal	Year	Ended	December	31,	2022 Management’s	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations Liquidity	and	Capital	Resources Cash	Flows,	page	48 Staff	Comment: 1.	 It	 is	 not	 clear	 to	 us	 from	 your	 current	 disclosure	 why	 your	 net	 cash	 provided	 by	 operating	 activities	 decreased	in	fiscal	2022	compared	to	fiscal	2021.	You	state	in	part	the	decrease	was	due	a	decrease	in	 net	 income	 earned	 in	 your	 Games	 and	 FinTech	 segments.	 However,	 disclosure	 in	 your	 segment	 information	note	shows	the	operating	income	of	each	segment	was	greater	in	2022	than	2021.	You	also	 state	 changes	 in	 operating	 cash	 flows	 from	 period	 to	 period	 are	 due	 to	 settlement	 activities	 without	 explaining	the	reason	for	these	variances	along	with	any	underlying	factors	causing	the	variances.	It	also	 appears	 there	are	material	 changes	 in	working	capital	 items	other	 than	 settlement	activities	affecting	 your	operating	cash	flows	that	have	not	been	analyzed.	You	further	cite	deferred	income	taxes	and	loss	 on	 extinguishment	 of	 debt	 as	 factors	 affecting	 operating	 cash	 flows	 from	 period	 to	 period	 but	 these	 appear	 to	 be	 noncash	 items.	 Please	 provide	 a	 more	 fulsome	 analysis	 of	 period	 to	 period	 changes	 in	 operating	cash	flows.	The	analysis	should	discuss	all	material	factors	that	affected	the	reported	amount	 of	 operating	 cash	 flow	 from	 period	 to	 period	 and	 the	 reasons	 underlying	 these	 factors.	 Note	 that

references	to	results,	working	capital	and	noncash	items	may	not	provide	a	sufficient	basis	to	understand	 how	operating	cash	actually	was	affected	between	periods.	Refer	to	Item	303(b)	of	Regulation	S-K,	the	 introductory	paragraph	of	section	IV.B	and	B.1	of	Release	No.	33-8350	for	guidance,	and	section	501.04	 of	our	Codification	of	Financial	Reporting	Releases	regarding	quantification	of	variance	factors. Company	Response: The	Company	acknowledges	 the	Staff’s	comment,	and	 the	 following	 illustrations	serve	as	a	basis	 to	provide	a	 more	fulsome	analysis	with	respect	to	the	decrease	in	net	cash	provided	by	operating	activities	in	fiscal	2022,	as	 compared	to	fiscal	2021: The	table	below	represents	selected	financial	data	from	our	Consolidated	Statements	of	Cash	Flows:

Net	cash	provided	by	operating	activities	decreased	by	$119.0	million	in	fiscal	2022,	as	compared	to	fiscal	2021,	 primarily	due	to: ITEM	A:	Net	income	decreased	by	$32.4	million	mostly	related	to: 	 1.	 The	 income	 tax	provision	 increased	by	$89.0	million,	which	more	 than	offset	 the	 incremental	 income	 generated	by	Items	2	and	3	discussed	below.	The	increase	in	the	income	tax	provision	was	primarily	due	 to	the	fiscal	2021	reversal	of	the	valuation	allowance	on	certain	deferred	tax	assets	established	in	prior	 years	(as	more	fully	explained	in	Note	17	Income	Taxes	reflected	in	Part	II:	Item	8.	Financial	Statements	 and	Supplementary	Data)	and	also	related	to	the	growth	in	pre-tax	operating	income	from	the	factors	 noted	below	in	Item	3.	 The	increase	in	income	tax	provision	that	reduced	net	income	was	partially	offset	by: 2.	 A	reduction	in	total	other	expenses	of	$40.7	million	was	associated	with:	  A	decrease	of	$6.3	million	in	interest	expense,	net	of	interest	income	primarily	due	to	the	reduced	 average	balance	of	outstanding	debt	and	lower	effective	interest	rates	in	fiscal	2022,	most	notably	 attributable	to	the	debt	refinancing	activities	that	occurred	in	fiscal	2021;	and	  A	prior	year	loss	on	extinguishment	of	debt	of	$34.4	million,	in	connection	with	the	fiscal	2021	debt	 refinancing	activities,	which	did	not	recur	in	fiscal	2022;	and	 3.	 An	increase	of	$15.8	million	in	operating	income	primarily	due	to	improved	results	 in	both	our	Games	 and	 FinTech	 segments,	 together	with	 incremental	 contributions	 from	 acquisitions	 completed	 in	 fiscal	 2022.

ITEM	B:	Reflects	cash	flow	adjustments	that	are	required	to	reconcile	net	 income	for	non-cash/non-operating	 activities,	which	resulted	in	a	change	of	$55.7	million	in	fiscal	2022,	as	compared	to	fiscal	2021	mostly	related	to: 1.	 A	 change	 of	 $84.7	 million	 in	 the	 deferred	 income	 taxes	 as	 a	 result	 of	 the	 reversal	 of	 the	 valuation	 allowance	in	fiscal	2021;	partially	offset	by	 2.	 A	change	of	$34.4	million	related	to	the	prior	year	 loss	on	extinguishment	of	debt,	 in	connection	with	 the	fiscal	2021	debt	refinancing	activities	that	did	not	recur	in	fiscal	2022. ITEM	 C:	 Changes	 in	 operating	 assets	 and	 liabilities	 associated	 with	 the	 net	 settlement	 activities	 from	 the	 Financial	Access	Services	portion	of	the	FinTech	segment,	which	decreased	net	cash	flows	provided	by	operating	 activities	by	$88.4	million	due	to: 1.	 The	 timing	 of	 settlement	 activities	 related	 to	 the	 Financial	 Access	 Services	 of	 our	 FinTech	 segment.	 These	 receivables	 and	 liabilities	 are	 generally	 highly	 liquid	 in	 nature,	 with	 settlement	 receivables	 collected	within	 one	 to	 three	 days	 of	 the	 financial	 access	 transaction	 performed	by	 the	 patron,	 and	 settlement	liabilities	repaid	to	our	casino	customers	within	three	to	five	days	of	the	original	transaction	 date.	As	a	result	of	the	timing	of	weekends	and	holidays	in	relation	to	the	close	of	an	accounting	period,	 the	amount	of	uncollected	settlement	receivables	and	unpaid	settlement	liabilities	can	vary	greatly.	For	 example,	to	the	extent	an	accounting	period	closes	on	a	Wednesday,	the	Company	may	only	have	one	 outstanding	day	of	 settlement	 receivables	 and	 two	 to	 three	days	of	 settlement	 liabilities,	whereas	 a	 cutoff	on	a	Sunday	would	result	 in	three	days	of	open	settlement	receivables	and	five	days	of	unpaid	 settlement	liabilities.	The	cutoff	for	the	accounting	period	(i.e.	occurring	over	weekends	and	holidays)	 may	also	cause	these	balances,	which	are	highly	correlated	(i.e.	the	difference	between	the	settlement	 receivables	and	the	settlement	liabilities	is	the	gross	service	fees	charged	to	patrons),	to	appear	to	be	 uncorrelated	with	each	other	(e.g.	an	accounting	close	on	a	Monday	would	have	collected	the	weekend	 settlement	 receivables,	 but	 the	 related	 settlement	 liabilities	 would	 still	 reflect	 the	 full	 weekend	 of	 liabilities	to	be	paid	to	our	customers).	This	may	result	in	significant	swings	in	operating	cash	flows	on	 the	 respective	 balance	 sheet	 date.	 Specific	 to	 2022,	 an	 additional	 weekend	 day	 impacted	 the	 net	 settlement	activities	 in	 fiscal	2022	given	that	December	31,	2022	was	on	a	Saturday,	as	compared	to	 December	31,	2021,	which	was	on	a	Friday.	 ITEM	 D:	 Changes	 in	 operating	 assets	 and	 liabilities	 associated	 with	 items	 other	 than	 settlement	 activities	 decreased	net	cash	flows	provided	by	operating	activities	by	$53.9	million	primarily	due	to: 1.	 Trade	and	other	receivables	increased	net	cash	flows	provided	by	operating	activities	by	$6.6	million,	 mostly	attributable	to	the	timing	of	cash	receipts	in	the	normal	course	of	business; 2.	 Inventory	 decreased	 net	 cash	 flows	 provided	 by	 operating	 activities	 by	 $22.6	 million,	 mostly	 attributable	to	the	purchase	of	component	parts	in	the	normal	course	of	business; 3.	 Prepaid	expenses	and	other	assets	decreased	net	cash	flows	provided	by	operating	activities	by	$15.5	 million,	mostly	attributable	to	the	payments	for	software	and	other	prepaid	expenses	to	be	amortized	 over	the	contract	terms	and	deposits	made	in	the	normal	course	of	business;	and	 4.	 Accounts	payable	and	accrued	expenses	decreased	net	cash	flows	provided	by	operating	activities	by	 $22.4	million,	mostly	attributable	to	the	timing	of	cash	payments	in	the	normal	course	of	business. In	 light	of	 the	Staff’s	comments,	 in	 future	 filings,	we	 intend	to	provide	additional	 information,	as	appropriate,	 including,	but	not	limited	to	expanding	disclosures	with	respect	to	settlement	activities	to	include	a	discussion	 on	 the	 timing	 aspects	 as	 mentioned	 above,	 together	 with	 cross-referencing	 relevant	 disclosures	 found

elsewhere	in	our	Annual	Report	on	Form	10-K,	and	other	periodic	filings,	such	as	Note	2	Basis	of	Presentation	 and	Summary	of	Significant	Accounting	Policies	and	the	Net	Cash	Position	disclosed	in	the	Overview	section	of	 Liquidity	and	Capital	Resources,	among	other	considerations,	as	applicable.	 Consolidated	Statements	of	Cash	Flows,	page	58 Staff	Comment: 2.	 You	present	“Placement	fee	agreements”	as	an	investing	activity,	most	notably	the	amount	for	2021.	It	 appears	 you	 have	 a	 history	 of	 making	 these	 payments.	 We	 note	 the	 amortization	 of	 these	 fees	 are	 recorded	as	a	 reduction	of	 your	gaming	operations	 revenues.	Please	explain	 to	us	 the	nature	of	 these	 fees	 and	 basis	 for	 your	 presentation	 in	 the	 statement	 of	 cash	 flows	 and	 why	 this	 presentation	 is	 appropriate. Company	Response: The	Company	acknowledges	the	Staff’s	comment	and	advises	 that	consistent	with	 industry	practice,	we	enter	 into	 long-term	 agreements	 with	 a	 few	 tribal	 gaming	 establishments	 to	 secure	 the	 placement	 of	 our	 gaming	 machines	on	the	gaming	floors	used	in	the	gaming	operations	portion	of	our	Games	segment.	Under	the	terms	 of	 these	placement	 fee	agreements,	 the	Company	has	 the	ability	 to	place	electronic	gaming	machines	on	 the	 gaming	 floor	 for	 a	 defined	 period	 of	 time	 (i.e.	 generally	multi-year	 agreements,	with	 our	 largest	 covering	 83	 months)	under	 right	 to	use	arrangements.	 These	agreements	do	not	 specify	 an	 individual	 gaming	device,	but	 there	are	a	defined	number	of	gaming	machines	deployed	on	 the	gaming	 floor.	Placement	 fees	are	generally	 paid	in	full	at	the	start	of	the	term	and	are	not	reimbursable	by	the	gaming	establishment	over	the	term	of	the	 arrangement.	 In	return,	the	gaming	establishment	dedicates	a	percentage	of	the	gaming	floor	space	within	 its	 facility	 for	 the	 deployment	 of	 our	 tangible,	 fixed	 asset,	 player	 terminals	 that	 generate	 the	 economic	 benefit.	 More	specifically,	these	fixed	assets	are	placed	on	gaming	floors,	for	which	we	receive	a	fixed	percentage	of	the	 fees	earned	by	those	player	terminals	or	a	fixed	daily	fee	for	each	player	terminal	placed	over	the	term	of	the	 agreement.	 We	 monitor	 these	 deployed	 fixed	 assets	 based	 on	 their	 performance	 on	 the	 gaming	 floor	 benchmarked	against	the	performance	of	other	machines	within	the	gaming	establishment.	To	the	extent	these	 gaming	 devices	 are	 not	 performing	 adequately,	 we	 have	 the	 ability,	 at	 our	 discretion,	 to	 replace	 the	 units,	 including	the	cabinet	and	game	theme	content,	which	we	exercise	our	right	to	do	so	from	time	to	time. Our	 placement	 fee	 arrangements	 are	 separate	 and	 apart	 from	 our	 standard,	 customary	 contracts	 with	 customers,	and	may	be	entered	into	at	any	time.	While	we,	together	with	certain	other	gaming	suppliers,	may	 enter	into	placement	fee	arrangements	to	secure	a	guarantee	that	our	machines	will	be	installed	on	the	casino	 floor,	other	suppliers	in	the	industry	may	only	enter	into	revenue	generating	contracts	with	customers	for	their	 tangible,	fixed	asset	gaming	devices	without	making	a	capital	investment	to	secure	guaranteed	floor	space.	 The	Company	 considers	 the	 investments	made	 for	 these	 placement	 fee	 arrangements	 as	 capital	 in	 nature	 to	 acquire	productive,	intangible	assets,	over	an	extended	period	of	time,	and	have	been	reflected	in	the	investing	 section	 of	 the	 Company’s	 Consolidated	 Statements	 of	 Cash	 Flows	 in	 accordance	 with	 Accounting	 Standards	 Codification	 (“ASC”)	 230-10-45-13c.	 Essentially,	 we	 consider	 this	 a	 shared	 investment	 with	 the	 gaming	 establishments	 as	 they	 obtain	 business	 from	 their	 gaming	 patrons.	 Furthermore,	 we	 exercise	 judgment,	 as	 appropriate,	when	certain	cash	receipts	and	payments	may	have	aspects	of	more	than	one	class	of	cash	flows.

We	 determined	 that	 the	 cash	 outflows	 with	 respect	 to	 placement	 fee	 arrangements	 were	 appropriately	 reflected	in	 investing	activities	on	the	basis	of	the	nature	of	the	underlying	cash	flows	in	accordance	with	ASC	 230-10-45-22	and	22A.	 In	 addition,	 we	 referred	 to	 the	 Financial	 Accounting	 Standards	 Board’s	 (the	 “FASB”)	 Revenue	 Recognition	 Implementation	Q&As,	whereby	members	of	the	Transition	Resource	Group,	which	formed	in	connection	with	 the	implementation	of	the	current	revenue	recognition	standard,	ASC	606,	agreed	with	the	FASB	staff	view	that	 if	an	asset	is	recorded	it	should	meet	the	definition	of	an	asset	in	FASB	Concepts	Statement	No.	6,	Elements	of	 Financial	Statements.	We	believe	that	our	placement	fee	arrangements	have	met	the	essential	characteristics	of	 an	asset	under	this	guidance.	As	such,	we	recognize	and	disclose	the	purchase	of	intangible	assets	in	connection	 with	 placement	 fee	 arrangements	 in	 accordance	 with	 the	 guidance	 set	 forth	 in	 ASC	 350-30	 Intangibles	 –	 Goodwill	and	Other,	including	under	ASC	350-30-25	with	respect	to	recognition,	and	under	ASC	350-30-50	with	 respect	 to	 the	disclosure	of	general	 intangible	assets	other	 than	goodwill.	These	placement	 fee	arrangements	 are	 generally	 long-term	 in	 nature,	 and	we	make	 a	 capital	 investment	 to	 acquire	 the	 right	 to	 use	 the	 gaming	 establishment’s	casino	floor	space,	for	which	place	our	tangible,	fixed	asset,	gaming	machines	in	service	at	these	 locations.	These	purchases	of	 intangible	assets	are	similar	 in	nature	to	other	capital	expenditures	we	make	to	 generate	 future	 cash	 flows	 reflected	 in	 the	 investing	 section	 of	 our	 Consolidated	 Statements	 of	 Cash	 Flows.	 Furthermore,	 the	purchase	of	 these	 intangible	 assets	 under	 placement	 fee	 arrangements	 are	not	 in	 scope	of	 other	guidance	as	we	do	not	consider	them	to	be	incremental	costs	of	obtaining	a	contract,	or	fulfillment	related	 (e.g.	 sales	 commissions,	 payroll	 and	 related	 expenses	 or	 other	 types	 of	 costs	 to	 secure	 a	 contract	 with	 a	 customer).	 We	 analyzed	 the	 relevant	 facts	 and	 circumstances	 for	 each	 arrangement	 when	 determining	 the	 appropriate	 accounting,	 recognizing	 that	 our	 assessments	 require	 significant	 judgment.	 This	 approach	 is	 consistent	with	a	speech	made	by	Ruth	Uejio,	Professional	Accounting	Fellow,	Office	of	the	Chief	Accountant	on	 December	5,	2016,	before	the	AICPA	National	Conference	Ms.	Uejio	noted	that	accounting	conclusions	will	be	 dependent	on	specific	facts	and	circumstances	and	that	registrants	must	carefully	evaluate	all	of	the	facts	and	 circumstances	in	arriving	at	sound	judgments. To	 address	 the	 Staff’s	 comments,	 in	 future	 filings,	 the	 Company	 intends	 to	 disclose	 certain	 of	 the	 details	 mentioned	above	to	provide	more	clarifying	language,	as	appropriate,	to	further	explain	the	nature	of	these	fees	 and	the	basis	for	our	presentation	in	the	Consolidated	Statements	of	Cash	Flows. The	Company	acknowledges	that	it,	and	its	management,	are	responsible	for	the	a