Diamond Eagle Acquisition Corp. (Nasdaq: DEAC) (“Diamond
Eagle”), a publicly traded special purpose acquisition company led
by Harry Sloan and Jeff Sagansky, announced today that its
subsidiary, DEAC NV Merger Corp., has filed with the U.S.
Securities and Exchange Commission (“SEC”) a registration statement
on Form S-4 (the “Registration Statement”), which includes a
preliminary proxy statement/prospectus, in connection with its
recently-announced proposed business combination with DraftKings
Inc. (“DraftKings”), a digital sports entertainment and gaming
company known for its industry-leading daily fantasy sports and
mobile sports betting platforms, and SBTech (Global) Limited
(“SBTech”), an international turnkey provider of cutting-edge
sports betting and gaming technologies. The combined company will
be the only vertically-integrated sports betting and online gaming
company based in the United States.
Diamond Eagle’s common stock is currently traded on Nasdaq under
the symbol “DEAC.” In connection with the closing of the
transaction, Diamond Eagle intends to change its name to DraftKings
Inc., reincorporate in Nevada (by merging with its subsidiary, DEAC
NV Merger Corp.) and remain Nasdaq-listed under a new ticker
symbol. Completion of the transaction, which is expected in the
first half of 2020, is subject to approval by Diamond Eagle
stockholders, the Registration Statement being declared effective
by the SEC and other customary closing conditions.
Institutional investors (including funds managed by Capital
Research and Management Company, Wellington Management Company and
Franklin Templeton) have committed to a private investment of $304
million in Class A common stock of the combined company that will
close concurrently with the business combination and, subject to
any redemptions by DEAC stockholders, there is $400 million
currently held in Diamond Eagle’s trust account. It is anticipated
that the combined company will have an equity market capitalization
at closing of approximately $3.3 billion and have over $500 million
of unrestricted cash on the balance sheet.
Goldman Sachs & Co. LLC is acting as exclusive financial
advisor to Diamond Eagle. Raine Group is acting as exclusive
financial advisor to DraftKings. Sullivan & Cromwell LLP is
acting as legal advisor to DraftKings. Winston & Strawn LLP is
acting as legal advisor to Diamond Eagle. Stifel is acting as
financial advisor and Herzog, Fox & Neeman and Skadden, Arps,
Slate, Meagher & Flom LLP are acting as legal advisors to
SBTech. Deutsche Bank Securities Inc. and Goldman Sachs & Co.
LLC are acting as capital markets advisors, and Goldman Sachs &
Co. LLC and Credit Suisse Securities (USA) LLC are acting as
private placement agents, to Diamond Eagle.
Additional Information about the Business Combination and
Where to Find It
In connection with the proposed business combination, DEAC NV
Merger Corp., a subsidiary of Diamond Eagle and the going-forward
public company to be renamed DraftKings Inc. at closing (“New
DraftKings”), filed the Registration Statement with the SEC, which
includes a preliminary proxy statement/prospectus to be used at
Diamond Eagle’s meeting of stockholders to approve the proposed
business combination, and Diamond Eagle and/or New DraftKings have
and may in the future file certain other related documents. This
material is not a substitute for the definitive proxy
statement/prospectus regarding the proposed business combination.
INVESTORS AND SECURITY HOLDERS OF DIAMOND EAGLE ARE URGED TO READ
THE PROXY STATEMENT/PROSPECTUS, ANY AMENDMENTS THERETO AND OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT DRAFTKINGS, SBTECH, DIAMOND EAGLE AND
THE BUSINESS COMBINATION. The definitive proxy statement/prospectus
will be mailed to shareholders of Diamond Eagle as of a record date
to be established for voting on the proposed business combination.
Investors and security holders may also obtain copies of the
Registration Statement, which includes a preliminary proxy
statement/prospectus, the definitive proxy statement/prospectus
(when available) and other documents containing important
information about each of the companies, without charge, at the
SEC's web site at www.sec.gov, or by directing a request to:
Diamond Eagle Acquisition Corp., 2121 Avenue of the Stars, Suite
2300, Los Angeles, California, Attention: Eli Baker, President,
Chief Financial Officer and Secretary, (310) 209-7280.
Participants in the Solicitation
Diamond Eagle and its directors and executive officers may be
deemed participants in the solicitation of proxies from Diamond
Eagle’s shareholders with respect to the business combination. A
list of the names of those directors and executive officers and a
description of their interests in Diamond Eagle is contained in the
preliminary proxy statement/prospectus regarding the business
combination, which is included as part of the Registration
Statement, and will also be included in the definitive proxy
statement/prospectus for the proposed business combination when
available.
Each of DraftKings and SBTech and its directors and executive
officers may also be deemed to be participants in the solicitation
of proxies from the stockholders of Diamond Eagle in connection
with the proposed business combination.
About DraftKings
DraftKings is a U.S.-based digital sports entertainment and
gaming company created to fuel the competitive spirits of sports
fans with offerings that range across daily fantasy, regulated
gaming, and digital media. Headquartered in Boston, and founded in
2012 by Jason Robins, Matt Kalish and Paul Liberman, DraftKings’
daily fantasy product is available in 8 countries internationally
with 15 distinct sport categories. Launched in 2018, DraftKings
Sportsbook offers mobile and retail betting for major national and
global sports, and currently operates pursuant to state regulations
in Indiana, Iowa, Mississippi, New Hampshire, New Jersey, New York,
Pennsylvania and West Virginia. DraftKings is the Official Daily
Fantasy Partner of the NFL and PGA Tour as well as an Authorized
Gaming Operator of the MLB and NBA.
About SBTech
SBTech is a global leader in omni-channel sports betting and
gaming, with more than 1,200 employees in 10 offices worldwide.
Since 2007, the group has developed the industry’s most powerful
online sports betting and casino platform, serving licensees in
more than 15 regulated territories. SBTech’s clients include many
of the world’s premier betting and gaming operators, state
lotteries, land-based casinos, horse racing companies, and iGaming
start-ups. The group supplies highly flexible betting and gaming
solutions to clients looking for exceptional configurability and
the quickest route to market, complemented by proven business
intelligence and reporting capabilities. The SBTech offering
includes its seamless sportsbook, Chameleon360 igaming platform,
managed services, on-property sportsbook and omni-channel solutions
that provide players with constant access to sports and casino
products across all online, mobile and retail channels. Supported
by unrivalled expertise in trading and risk management, acquisition
and CRM, and the highest standards of regulatory compliance,
SBTech’s partners consistently achieve rapid growth, enhanced brand
loyalty and record revenues.
About Diamond Eagle Acquisition Corp.
Diamond Eagle, led by Harry Sloan and Jeff Sagansky, was formed
for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses.
Forward-Looking Statements
Certain statements made in this release are "forward looking
statements" within the meaning of the "safe harbor" provisions of
the United States Private Securities Litigation Reform Act of 1995.
When used in this press release, the words "estimates,"
"projected," "expects," "anticipates," "forecasts," "plans,"
"intends," "believes," "seeks," "may," "will," "should," "future,"
"propose" and variations of these words or similar expressions (or
the negative versions of such words or expressions) are intended to
identify forward-looking statements. These forward-looking
statements are not guarantees of future performance, conditions or
results, and involve a number of known and unknown risks,
uncertainties, assumptions and other important factors, many of
which are outside Diamond Eagle’s, DraftKings’ or SBTech’s control,
that could cause actual results or outcomes to differ materially
from those discussed in the forward-looking statements. Important
factors, among others, that may affect actual results or outcomes
include the inability to complete the business combination
(including due to the failure to receive required shareholder
approvals, failure to receive approvals or other determinations
from certain gaming regulatory authorities, or the failure of other
closing conditions); the inability to recognize the anticipated
benefits of the proposed business combination; the inability to
obtain or maintain the listing of the New DraftKings’ shares on
Nasdaq following the business combination; costs related to the
business combination; the risk that the business combination
disrupts current plans and operations as a result of the
announcement and consummation of the business combination; New
DraftKings’ ability to manage growth; New DraftKings’ ability to
execute its business plan and meet its projections; potential
litigation involving Diamond Eagle, DraftKings, SBTech, or after
the closing, New DraftKings; changes in applicable laws or
regulations, particularly with respect to gaming, and general
economic and market conditions impacting demand for DraftKings or
SBTech products and services, and in particular economic and market
conditions in the media/entertainment/gaming/software industry in
the markets in which DraftKings and SBTech operate; and other risks
and uncertainties indicated from time to time in the proxy
statement/prospectus relating to the business combination,
including those under “Risk Factors” therein, and in Diamond
Eagle’s and/or New DraftKings’ other filings with the SEC. None of
Diamond Eagle, DraftKings or SBTech undertakes any obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by law.
No Offer or Solicitation
This press release does not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed transaction. This press release also
does not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor will there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities will be made except by means of a
prospectus meeting the requirements of section 10 of the Securities
Act of 1933, as amended, or an exemption therefrom.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200106005487/en/
MEDIA: Jeff Pryor/Priority
PR for Diamond Eagle jeff@prioritypr.net (818) 661-6368
Media@draftkings.com
INVESTOR:
Investors@draftkings.com Eli Baker for Diamond Eagle (424) 284-3519
elibaker@geacq.com
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