DraftKings Inc. (Nasdaq: DKNG) today announced that it will redeem
all of its outstanding public warrants to purchase shares of
DraftKings’ Class A common stock that were issued under the Warrant
Agreement, dated as of May 10, 2019 (the “Warrant Agreement”), by
and among Diamond Eagle Acquisition Corp. and Continental Stock
Transfer & Trust Company, as warrant agent and transfer agent
(as assigned to and assumed by DraftKings and Computershare Trust
Company, N.A., a federally chartered trust company, and
Computershare Inc., a Delaware corporation (collectively,
“Computershare”), as warrant agent and transfer agent, pursuant to
that certain Assignment and Assumption Agreement, dated as of April
23, 2020), and that remain outstanding following 5:00 p.m. New York
City time on June 26, 2020 for a redemption price of $0.01 per
warrant.
Warrants that were issued under the Warrant
Agreement in a private placement and held by the founders of
Diamond Eagle Acquisition Corp. and former shareholders of
DraftKings Inc., a Delaware corporation, are not subject to this
redemption.
Under the terms of the Warrant Agreement,
DraftKings is entitled to redeem all of such outstanding public
warrants if the reported closing price of DraftKings’ Class A
common stock is at least $18.00 per share on each of twenty trading
days within a thirty trading day period. This share price
performance requirement was satisfied as of May 21, 2020.
Computershare, in its capacity as warrant agent,
has delivered a notice of redemption to each of the registered
holders of such outstanding public warrants on behalf of
DraftKings.
All such public warrants may be exercised by the
holders thereof until 5:00 p.m. New York City time on June 26, 2020
to purchase fully paid and non-assessable shares of Common Stock
underlying such warrants, at the exercise price of $11.50 per
share.
Any such public warrants that remain unexercised
following 5:00 p.m. New York City time on June 26, 2020 will be
void and no longer exercisable, and the holders of those public
warrants will be entitled to receive only the redemption price of
$0.01 per warrant.
The shares of Class A common stock underlying
such public warrants have been registered by DraftKings under the
Securities Act of 1933, as amended, and are covered by a
registration statement filed on Form S-1 with, and declared
effective by, the Securities and Exchange Commission (Registration
No. 333-238051).
Questions concerning redemption and exercise of
such public warrants can be directed to Georgeson, 1290 Avenue of
the Americas, 9th Floor, New York, NY 10104, telephone number
866-219-9786.
For a copy of the notice of redemption sent to
the holders of such public warrants, please visit our investor
relations website at investors.draftkings.com.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any DraftKings
securities and shall not constitute an offer, solicitation or sale
in any jurisdiction in which such offering, solicitation or sale
would be unlawful.
About DraftKings
DraftKings Inc. (Nasdaq: DKNG) is a digital
sports entertainment and gaming company created to fuel the
competitive spirits of sports fans with products that range across
daily fantasy, regulated gaming and digital media. Headquartered in
Boston, and launched in 2012 by Jason Robins, Matt Kalish and Paul
Liberman, DraftKings is the only U.S.-based vertically integrated
sports betting operator. DraftKings is a multi-channel provider of
sports betting and gaming technologies, powering sports and gaming
entertainment for 50+ operators across more than 15 regulated U.S.
and global markets, including Arkansas and Oregon in the U.S.
DraftKings’ Sportsbook offers mobile and retail betting for major
U.S. and international sports and operates in the United States
pursuant to regulations in Colorado, Indiana, Iowa, Mississippi,
New Hampshire, New Jersey, New York, Pennsylvania and West
Virginia. DraftKings’ daily fantasy sports product is available in
8 countries internationally with 15 distinct sports categories.
DraftKings is the official daily fantasy partner of the NFL as well
as an authorized gaming operator of the MLB and NBA.
Forward Looking Statements
This press release contains forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, or the Securities Act, and Section 21E of the
Securities Exchange Act of 1934, as amended, or the Exchange Act,
about us and our industry that involve substantial risks and
uncertainties. All statements other than statements of historical
facts contained in this press release, including statements
regarding guidance, our future results of operations or financial
condition, business strategy and plans, user growth and engagement,
product initiatives, and objectives of management for future
operations, and the impact of COVID-19 on our business and the
economy as a whole, are forward-looking statements. In some cases,
you can identify forward-looking statements because they contain
words such as “anticipate,” “believe,” “contemplate,” “continue,”
“could,” “estimate,” “expect,” “forecast,” “going to,” “intend,”
“may,” “plan,” “potential,” “predict,” “project,” “propose,”
“should,” “target,” “will,” or “would” or the negative of these
words or other similar terms or expressions. We caution you that
the foregoing may not include all of the forward-looking statements
made in this press release.
You should not rely on forward-looking
statements as predictions of future events. We have based the
forward-looking statements contained in this press release
primarily on our current expectations and projections about future
events and trends, including the ongoing COVID-19 pandemic that we
believe may affect our business, financial condition, results of
operations, and prospects. 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
DraftKings’ 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 recognize the
anticipated benefits of the Business Combination; costs related to
the Business Combination; the inability to maintain the listing of
DraftKings’ shares on Nasdaq; DraftKings’ ability to manage growth;
DraftKings’ ability to execute its business plan and meet its
projections; potential litigation involving DraftKings; changes in
applicable laws or regulations, particularly with respect to
gaming; general economic and market conditions impacting demand for
DraftKings’ products and services, and in particular economic and
market conditions in the media / entertainment / gaming / software
industry in the markets in which DraftKings’ operates; the
potential adverse effects of the ongoing global coronavirus
(COVID-19) pandemic on capital markets, general economic
conditions, unemployment and DraftKings’ liquidity, operations and
personnel, as well as risks, uncertainties, and other factors
described in “Risk Factors” in our filings with the SEC, which are
available on the SEC’s website at www.sec.gov. Additional
information will be made available in other filings that we make
from time to time with the SEC. In addition, any forward-looking
statements contained in this press release are based on assumptions
that we believe to be reasonable as of this date. We undertake no
obligation to update any forward-looking statements to reflect
events or circumstances after the date of this press release or to
reflect new information or the occurrence of unanticipated events,
including future developments related to the COVID-19 pandemic,
except as required by law.
Contact Information
Media Inquiries:Media@draftkings.com
Investor Inquiries:Investors@draftkings.com
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