Announcement • Mar 08
GameSquare Holdings, Inc. (TSXV:GAME) completed the acquisition of FaZe Holdings Inc. (NasdaqCM:FAZE) ("FaZe Clan") from AEV Esports, LLC, B. Riley Principal Investments, LLC and TF US 2 AS. GameSquare Holdings, Inc. (TSXV:GAME) entered into a definitive agreement to acquire FaZe Holdings Inc. (NasdaqCM:FAZE) ("FaZe Clan") from AEV Esports, LLC, B. Riley Principal Investments, LLC and TF US 2 AS for approximately $17 million on October 19, 2023. Under the terms and conditions of the transaction, each issued and outstanding share of FaZe Clan common stock will be converted into the right to receive 0.13091 shares of GameSquare's common stock. Upon completion of the transaction, current GameSquare shareholders will own approximately 55% of the combined company, while current FaZe Clan shareholders will own approximately 45%. Under the terms of the agreement, upon closing of the transaction, nine directors will be appointed to GameSquare's Board of Directors, with six to be designated by GameSquare, two to be designated by FaZe Clan and one to be mutually agreed by GameSquare and FaZe Clan. A Special Meeting of FaZe will be held on February 16, 2024.
The transaction is subject to approval of the Merger Agreement by the stockholders of FaZe and GameSquare; the shares of GameSquare Common Stock issued as merger consideration shall have been approved for listing on the Nasdaq Capital Market; the registration statement filed by GameSquare in connection with the issuance shares of GameSquare Common Stock shall have be declared effective by the U.S. Securities and Exchange Commission; all required filings shall have been made and all required approvals obtained (or waiting periods expired or terminated) under any applicable antitrust law and regulatory approvals; and the absence of any law or order prohibiting consummation of the merger. The boards of directors of FaZe Clan and GameSquare have unanimously approved the transaction. The transaction is expected to close in the fourth quarter of 2023. As of February 22, 2024, stockholders of FaZe Holdings Inc. have voted to approve the proposed merger with GameSquare Holdings, Inc. As of stockholders of GameSquare Holdings have voted to approve the proposed merger with FaZe Holdings Inc. As a result of the merger, and effective as of the close of trading on March 8, 2024, FaZe's common stock (NASDAQ:FAZE) and FaZe warrants (NASDAQ:FAZEW) will cease trading.
Oak Hills Securities, Inc. served as GameSquare's exclusive financial advisor and Bryan N. Wasser and Alan A. Lanis of Baker Hostetler LLP is its legal advisor. FaZe Clan's legal advisor is D. Thomas Triggs and Brian A. Sullivan of Sullivan & Triggs, LLP. Current Capital Securities LLC acted as financial advisor and rendered a fairness opinion to the Board of Directors of FaZe Clan in connection with the transaction. Continental Stock Transfer & Trust Company acted as transfer agent and Morrow Sodali LLC acted as an information agent for FaZe Clan. FaZe estimates that it will pay Morrow Sodali LLC a fee of approximately $15,000, plus reimbursement for certain out-of-pocket fees and expenses. Computershare Trust Company of Canada is the registrar and transfer agent for the GameSquare Shares. Blake, Cassels & Graydon LLP serves as Canadian counsel to GameSquare.
GameSquare Holdings, Inc. (TSXV:GAME) completed the acquisition of FaZe Holdings Inc. (NasdaqCM:FAZE) ("FaZe Clan") from AEV Esports, LLC, B. Riley Principal Investments, LLC and TF US 2 AS on March 8, 2024. New Risk • Jan 23
New major risk - Share price stability The company's share price has been highly volatile over the past 3 months. It is more volatile than 90% of American stocks, typically moving 32% a week. This is considered a major risk. Share price volatility increases the risk of potential losses in the short-term as the stock tends to have larger drops in price more frequently than other stocks. It may also indicate the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-US$28m free cash flow). Share price has been highly volatile over the past 3 months (32% average weekly change). Earnings have declined by 44% per year over the past 5 years. Minor Risks Shareholders have been diluted in the past year (6.9% increase in shares outstanding). Market cap is less than US$100m (US$12.0m market cap). Reported Earnings • Nov 17
Third quarter 2023 earnings released: US$0.11 loss per share (vs US$2.39 loss in 3Q 2022) Third quarter 2023 results: US$0.11 loss per share (improved from US$2.39 loss in 3Q 2022). Revenue: US$12.5m (down 11% from 3Q 2022). Net loss: US$7.20m (loss narrowed 95% from 3Q 2022). Announcement • Oct 21
GameSquare Holdings, Inc. (TSXV:GAME) entered into a definitive agreement to acquire FaZe Holdings Inc. (NasdaqCM:FAZE) for $18.2 million. GameSquare Holdings, Inc. (TSXV:GAME) entered into a definitive agreement to acquire FaZe Holdings Inc. (NasdaqCM:FAZE) ("FaZe Clan") for $18.2 million on October 19, 2023. Under the terms and conditions of the transaction, each issued and outstanding share of FaZe Clan common stock will be converted into the right to receive 0.13091 shares of GameSquare's common stock. Upon completion of the transaction, current GameSquare shareholders will own approximately 55% of the combined company, while current FaZe Clan shareholders will own approximately 45%. Under the terms of the agreement, upon closing of the transaction, nine directors will be appointed to GameSquare's Board of Directors, with six to be designated by GameSquare, two to be designated by FaZe Clan and one to be mutually agreed by GameSquare and FaZe Clan.
The transaction is subject to approval of the Merger Agreement by the stockholders of FaZe and GameSquare; the shares of GameSquare Common Stock issued as merger consideration shall have been approved for listing on the Nasdaq Capital Market; the registration statement filed by GameSquare in connection with the issuance shares of GameSquare Common Stock shall have be declared effective by the U.S. Securities and Exchange Commission; all required filings shall have been made and all required approvals obtained (or waiting periods expired or terminated) under any applicable antitrust law and regulatory approvals; and the absence of any law or order prohibiting consummation of the merger. The boards of directors of FaZe Clan and GameSquare have unanimously approved the transaction. The transaction is expected to close in the fourth quarter of 2023. Oak Hills Securities, Inc. served as GameSquare's exclusive financial advisor and Alan A. Lanis of Baker Hostetler LLP is its legal advisor. FaZe Clan's legal advisor is D. Thomas Triggs of Sullivan & Triggs, LLP. Current Capital Securities LLC rendered a fairness opinion to the Board of Directors of FaZe Clan in connection with the transaction. New Risk • Oct 13
New major risk - Share price stability The company's share price has been highly volatile over the past 3 months. It is more volatile than 90% of American stocks, typically moving 14% a week. This is considered a major risk. Share price volatility increases the risk of potential losses in the short-term as the stock tends to have larger drops in price more frequently than other stocks. It may also indicate the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-US$46m free cash flow). Share price has been highly volatile over the past 3 months (14% average weekly change). Earnings have declined by 56% per year over the past 5 years. Minor Risks Shareholders have been diluted in the past year (5.3% increase in shares outstanding). Market cap is less than US$100m (US$16.0m market cap). Announcement • Sep 22
Nasdaq Grants FaZe Holdings an Additional Compliance Period of 180 Calendar Days, or Until March 18, 2024, to Regain Compliance As previously disclosed, on March 23, 2023, FaZe Holdings Inc. (the "Company") received a letter from the staff of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that the Company’s common stock no longer met the Nasdaq requirement for continued listing on The Nasdaq Capital Market to maintain a minimum bid price of $1 per share, as set in Nasdaq Listing Rule 5550(a)(2) (the "Bid Price Requirement"). The Company was provided until September 19, 2023, to regain compliance with the continued listing rules. On September 20, 2023, the Company received a letter from Nasdaq granting the Company an additional compliance period of 180 calendar days, or until March 18, 2024, in which to regain compliance. Nasdaq granted the additional compliance period based on the Company’s continuing to meet the continued listing requirement for market value of publicly held shares and all other initial listing requirements of the Nasdaq Capital Market, with the exception of the Bid Price Requirement, and the Company’s furnishing of written notice to Nasdaq of its intent to cure this deficiency during the additional compliance period by effecting a reverse stock split, if necessary. New Risk • Aug 16
New major risk - Financial position The company has less than a year of cash runway based on its current free cash flow trend. Free cash flow: -US$46m This is considered a major risk. With less than a year's worth of cash, the company will need to raise capital or take on debt unless its cash flows improve. This would dilute existing shareholders or increase balance sheet risk. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-US$46m free cash flow). Earnings have declined by 56% per year over the past 5 years. Minor Risks Share price has been volatile over the past 3 months (9.8% average weekly change). Shareholders have been diluted in the past year (5.3% increase in shares outstanding). Market cap is less than US$100m (US$23.3m market cap). Reported Earnings • Aug 15
Second quarter 2023 earnings released: US$0.22 loss per share (vs US$1.00 loss in 2Q 2022) Second quarter 2023 results: US$0.22 loss per share. Revenue: US$11.7m (down 38% from 2Q 2022). Net loss: US$14.4m (loss widened 54% from 2Q 2022). Announcement • Aug 04
FaZe Holdings Inc. to Report Q2, 2023 Results on Aug 14, 2023 FaZe Holdings Inc. announced that they will report Q2, 2023 results on Aug 14, 2023 Announcement • Jul 25
FaZe Clan Reportedly Eyeing Two Acquisition Offers FaZe Holdings Inc. (NasdaqCM:FAZE) (FaZe Clan) is evaluating acquisition offers from GameSquare Holdings, Inc. (TSXV:GAME) and Enthusiast Gaming Holdings Inc. (TSX:EGLX), sources close to the process tell SBJ. The parties are all still in discussions, and sources note a deal would include some form of an equity swap deal and a possible cash infusion. FaZe went public on Nasdaq in July 2022 in a SPAC-merger with B. Riley that valued the company at $725 million. However, the company and its stock quickly fell off, prompting Nasdaq to issue a delisting notice in March after FaZe failed to close trading over the $1.00 minimum for 30 consecutive days. FaZe was given until Sept. 19 to rectify its price woes. Gamesquare, which went public on Nasdaq in March, counts Cowboys owner Jerry Jones as its majority investor. The company has the Complexity-backed esport teams (Rocket League, Counter-Strike, FIFA, Madden, Fortnite, Apex Legends) and a number of high-profile streamers, such as TimTheTatman and Ninja, in its stable. Enthusiast, a Canada-based group also traded on Nasdaq and backed by Canucks owner Francesco Aquilini, runs a number of esports websites and controls Luminosity Gaming, which fields teams in OWL and CDL. Former HBSE CEO Scott O’Neil and Sports Innovation Labs CEO Angela Ruggiero also are Enthusiast board members. Announcement • May 18
FaZe Holdings Inc. Announces Executive Changes FaZe Holdings Inc. announces the appointment of Christoph Pachler, currently Chief Financial Officer, to the additional role of Chief Operating Officer of FaZe Holdings and Erik Anderson to President of FaZe Clan Inc. Pachler and Anderson will both report to CEO, Lee Trink. Since joining FaZe Holdings in September 2022 as CFO, Pachler has played a crucial role in improving the company's cost structure and deployed greater financial discipline across all of FaZe's initiatives. In his additional role of Chief Operating Officer (COO), he will lead efforts to drive efficiencies across the organization. Erik Anderson joined FaZe Clan in 2016 and previously served as head of esports. During his tenure, he's grown the esports division, which currently competes across 13 titles with a collective total of 40 championships. Anderson will now take a greater leadership role in the gaming organization, while continuing to lead the esports division. FaZe Holdings also announced that Zach Katz has resigned from his position as President and COO to explore other business opportunities. His resignation is effective May 31, 2023. Reported Earnings • May 17
First quarter 2023 earnings released: US$0.22 loss per share (vs US$1.03 loss in 1Q 2022) First quarter 2023 results: US$0.22 loss per share. Revenue: US$12.6m (down 21% from 1Q 2022). Net loss: US$14.0m (loss widened 47% from 1Q 2022). Announcement • May 09
FaZe Holdings Inc. to Report Q1, 2023 Results on May 15, 2023 FaZe Holdings Inc. announced that they will report Q1, 2023 results on May 15, 2023 Reported Earnings • Apr 08
Full year 2022 earnings released: US$4.23 loss per share (vs US$1.92 loss in FY 2021) Full year 2022 results: US$4.23 loss per share (further deteriorated from US$1.92 loss in FY 2021). Revenue: US$70.0m (up 33% from FY 2021). Net loss: US$168.5m (loss widened 357% from FY 2021). Announcement • Jan 18
FaZe Holdings Inc. Announces Executive Changes On January 10, 2023, Tamara Brandt, the Chief Legal Officer and Head of Business and Legal Affairs of FaZe Holdings Inc. notified the Board of Directors of the Company (the “Board”) that she will resign from the Company, effective as of February 3, 2023 (the “Resignation Date”). Ms. Brandt will be joining Creative Artists Agency later in February in a senior role in the legal department. In connection with Ms. Brandt’s resignation, Kyron Johnson, Corporate Counsel, will serve as the acting General Counsel of the Company, effective as of February 3, 2023. Recent Insider Transactions • Dec 21
Chief Legal Officer recently sold US$89k worth of stock On the 20th of December, Tamara Brandt sold around 47k shares on-market at roughly US$1.88 per share. This transaction amounted to 8.8% of their direct individual holding at the time of the trade. This was the largest sale by an insider in the last 3 months. This was the only on-market transaction from insiders over the last 12 months. Board Change • Nov 16
High number of new and inexperienced directors There are 10 new directors who have joined the board in the last 3 years. The company's board is composed of: 10 new directors. 1 experienced director. No highly experienced directors. Co-Founder, CEO & Director Lee Trink is the most experienced director on the board, commencing their role in 2018. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of board continuity. Lack of experienced directors. Announcement • Nov 15
FaZe Holdings Inc. Announces Resignation of Kai Henry as Chief Strategy Officer On November 8, 2022 (the Resignation Date"), Kai Henry voluntarily resigned from his role as the Chief Strategy Officer of FaZe Holdings Inc., effective immediately. Mr. Henry is not entitled to any severance or other compensation from the company under his executive employment agreement in connection with his resignation. Announcement • Aug 26
FaZe Holdings Inc. Announces the Appointment of Christoph Pachler as Chief Financial Officer, Effective on or Before October 3, 2022 FaZe Holdings Inc. announced the appointment of Christoph Pachler as Chief Financial Officer, effective on or before October 3, 2022. Pachler will draw on his more than 25 years of financial management experience with public and privatecompanies in the entertainment and media sector to support FaZe Clan's next phase of growth as a public company. He will oversee all aspects of FaZe Clan's financial management, including financial planning, accounting and reporting, strategic development, M&A and investor relations, as well as work closely with the executive team on strategies to develop new revenue opportunities and drive profitable growth. Pachler joins FaZe Clan from Critical Content, an independent television studio in Los Angeles, where he served as Managing Director & CFO. He was responsible for all financial and corporate matters and oversaw the sale of Critical Content from privateequity owners to SK Global Entertainment in December of 2021. Prior to Critical Content, Pachler was the EVP & Chief Financial Officer for Playboy Enterprises, a media and brand licensing company. During his tenure, the company underwent a major strategic repositioning towards a mainstream brand licensing business model, combined with a significant operational streamlining. He also oversaw the companygoing private in 2011. Prior to that, Pachler spent 13 years in various expanding roles at Sony Pictures Entertainment, a leading Hollywood studio, where he was lastly the CFO and SVP for Strategy and Operations in Sony's international TV business. Reported Earnings • Aug 18
Second quarter 2022 earnings released Second quarter 2022 results: US$1.00 loss per share. Net loss: US$9.32m (flat on 2Q 2021). Announcement • Jul 28
FaZe Holdings Inc. Launches FaZe Subs Exclusively Available on DoorDash FaZe Holdings Inc. announced its first virtual restaurant initiative: FaZe Subs with DoorDash as the exclusive on-demand delivery platform. aZe Subs is the first product launch from the FaZe Clan DoorDash partnership announced earlier this year. FaZe Clan members worked with chef and TV personality, Virtual Dining Concepts Culinary Director, Chef Eric Greenspan, to create a full specialty menu featuring original sandwiches that will be available exclusively on the DoorDash platform in select cities across 23 states in the US starting July 26, 2022 with plans to expand to additional US cities and Canada later this year. Virtual Dining Concepts, the industry leader in the virtual restaurant space credited with creating brands in partnership with major names like MrBeast and Mariah Carey, has been commissioned with helping to bring the FaZe Clan and Chef Eric Greenspan designed menu to life. Announcement • Jul 21
FaZe Holdings Inc. announced that it has received $118 million in funding On July 19, 2022, FaZe Holdings Inc. closed the transaction.