공시 • Oct 02
Endeavor Operating Company, LLC completed the acquisition of Companies constituting Digital Sports Betting Business of Scientific Games Corporation (NasdaqGS:SGMS).
Endeavor Operating Company, LLC entered into an agreement to acquire Companies constituting Digital Sports Betting Business of Scientific Games Corporation (NasdaqGS:SGMS) for approximately $800 million on September 27, 2021. Companies constituting Digital Sports Betting Business included DBS Canada Corporation, Don Best Sports Corporation, NYX Digital Gaming (USA), LLC, OpenBet North America Corporation, OpenBet Hellas S.A., and OpenBet New Zealand Limited. The total consideration to be paid to Scientific Games in connection with the transaction is $1.2 billion on a cash-free, debt-free basis, consisting of $1 billion in cash, subject to certain customary adjustments and 7,605,199 shares of Class A common stock of Endeavor Group Holdings, Inc. As of June 30, 2022, Light & Wonder entered into Amendment agreement, which has been approved by the Board of Directors of Light & Wonder, provides that, among other things, (i) the Cash Consideration payable in the Transaction is reduced from $1 billion to $750 million, subject to certain customary adjustments as set forth in the Purchase Agreement, and the Stock Consideration is reduced from 7,605,199 shares of Class A common stock, par value $0.00001, of Endeavor Holdings, with a market value of $200 million based on the volume weighted average price of Endeavor Common Stock in the twenty days ending on September 24, 2021, to 2,305,794 shares of Endeavor Common Stock, with a market value of $50 million based on the volume weighted average price of Endeavor Common Stock in the twenty days before the date of the Amendment; (ii) Endeavor will waive the closing condition requiring regulatory approval by the Nevada Gaming Control Board. The cash purchase consideration will be funded with cash on hand and additional borrowings under the Company’s existing credit facilities. Upon closing of the Acquisition, Endeavor expects to create a new reporting segment to include IMG ARENA and the acquired business. (i) the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) obtaining applicable gaming authority approvals, (iii) the absence of any order or legal requirement that enjoins, restrains or otherwise prevents the consummation of the Acquisition, (iv) the approval for listing on the New York Stock Exchange of the shares of Class A Common Stock to be issued to the Sellers as consideration pursuant to a supplemental listing application, (v) the consummation of an internal reorganization and other customary closing conditions. Transaction has been approved by the executive committee as the governing body of Endeavor Group. The transaction is expected to close in the second quarter of 2022. As of May 10, 2022, the transaction is expected to close in the third quarter of 2022. Oakvale Capital LLP and Macquarie Capital (USA) Inc. acted as financial advisor Scientific Games. Robert I. Townsend III, O. Keith Hallam III, J. Leonard Teti II, David J. Kappos, Matthew J. Bobby, Nicole M. Peles, Brian M. Budnick and Jenny Hochenberg of Cravath, Swaine & Moore LLP, Brownstein Hyatt Farber Schreck, LLP, Harris Hagan and Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to Scientific Games. Edward Barnett, Farhana Sharmeen, Justin G. Hamill, Jonathan P. Solomon and Michael V. Anastasio of Latham & Watkins LLP acted as legal advisor to Endeavor. The Raine Group LLC acted as exclusive financial advisor to Endeavor on the transaction.
Endeavor Operating Company, LLC completed the acquisition of Companies constituting Digital Sports Betting Business of Scientific Games Corporation (NasdaqGS:SGMS) on September 30, 2022.