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Item 7.01.
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Regulation FD Disclosure.
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As previously announced,
in connection with the proposed business combination (the “Business Combination”) between Diamond Eagle Acquisition
Corp. (the “Company”), DraftKings Inc. (“DK”) and SBTech (Global) Limited (“SBT”), members
of management of DK will address attendees at the ICR Conference on January 13, 2020. A copy of the presentation to be used at
the conference is attached as Exhibit 99.1 hereto and incorporated by reference herein.
The information in
this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that
section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933,
as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filings.
This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in
this Item 7.01, including Exhibit 99.1.
Important Information About the Business Combination and
Where to Find It
In connection with
the proposed Business Combination, the Company’s wholly owned subsidiary, DEAC NV Merger Corp. (“DEAC Nevada”),
has filed a registration statement on Form S-4 (File No. 333-235805) (the “Registration Statement”) with the U.S. Securities
and Exchange Commission (the “SEC”), which includes a proxy statement/prospectus, and certain other related documents,
which will be both the proxy statement to be distributed to holders of shares of the Company’s common stock in connection
with the Company’s solicitation of proxies for the vote by the Company’s stockholders with respect to the Business
Combination and other matters as may be described in the Registration Statement, as well as the prospectus relating to the offer
and sale of the securities of DEAC Nevada to be issued in the Business Combination. The Company’s stockholders and other
interested persons are advised to read the preliminary proxy statement/prospectus included in the Registration Statement and, when
available, the amendments thereto and the definitive proxy statement/prospectus, as these materials will contain important information
about the parties to the Business Combination Agreement, the Company and the Business Combination. After the Registration Statement
is declared effective, the definitive proxy statement/prospectus will be mailed to stockholders of the Company as of a record date
to be established for voting on the Business Combination and other matters as may be described in the Registration Statement. Stockholders
will also be able to obtain copies of the proxy statement/prospectus and other documents filed with the SEC that will be incorporated
by reference in the proxy statement/prospectus, without charge, once available, 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
The Company and its
directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s stockholders
with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their
interests in the Company is contained in the Registration Statement, and is available free of charge from the sources indicated
above.
Each of DK and SBT
and their respective directors and executive officers may also be deemed to be participants in the solicitation of proxies from
the stockholders of the Company in connection with the Business Combination.
Forward-Looking Statements
This Current Report
on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995. The Company’s, DK’s and SBT’s actual results may differ
from their expectations, estimates and projections and consequently, you should not rely on these forward looking statements as
predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,”
“forecast,” “anticipate,” “intend,” “plan,” “may,” “will,”
“could,” “should,” “believes,” “predicts,” “potential,” “continue,”
and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without
limitation, the Company’s, DK’s and SBT’s expectations with respect to future performance and anticipated financial
impacts of the Business Combination, the satisfaction of the closing conditions to the Business Combination and the timing of the
completion of the Business Combination. These forward-looking statements involve significant risks and uncertainties that could
cause the actual results to differ materially from the expected results. Most of these factors are outside the Company’s,
DK’s and SBT’s control and are difficult to predict. Factors that may cause such differences include, but are not limited
to: (1) the outcome of any legal proceedings that may be instituted against the Company, DK and SBT following the announcement
of the Business Combination Agreement and the transactions contemplated therein; (2) the inability to complete the Business Combination,
including due to failure to obtain approval of the stockholders of the Company, approvals or other determinations from certain
gaming regulatory authorities, or other conditions to closing in the Business Combination Agreement; (3) the occurrence of any
event, change or other circumstance that could give rise to the termination of the Business Combination Agreement or could otherwise
cause the transactions contemplated therein to fail to close; (4) the inability to obtain or maintain the listing of the post-Business
Combination company’s common stock on Nasdaq following the Business Combination; (5) the risk that the Business Combination
disrupts current plans and operations as a result of the announcement and consummation of the Business Combination; (6) the ability
to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and
the ability of the combined company to grow and manage growth profitably and retain its key employees; (7) costs related to the
Business Combination; (8) changes in applicable laws or regulations, particularly with respect to gaming; (9) the possibility that
DK, SBT or the combined company may be adversely affected by other economic, business, and/or competitive factors; and (10) other
risks and uncertainties indicated from time to time in the proxy statement/prospectus relating to the Business Combination, including
those under “Risk Factors” in the Registration Statement, and in the Company’s other filings with the SEC. The
Company cautions that the foregoing list of factors is not exclusive. The Company cautions readers not to place undue reliance
upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation
or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations
or any change in events, conditions or circumstances on which any such statement is based.
No Offer or Solicitation
This Current Report
on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect
of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall 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 shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act.