Wynn Interactive is delivering one-of-a-kind
digital gaming experiences to mobile users through proprietary,
differentiated technology
Combined company expected to have
post-transaction enterprise value of approximately $3.2 billion
Business combination includes approximately
$640 million of cash proceeds from Austerlitz Acquisition Corp I,
led and founded by William P. Foley II, to help fuel growth
Cannae Holdings, Inc. has agreed to fully
backstop share redemptions, assuring availability of cash proceeds
at closing
Current shareholders of Wynn Interactive will
retain approximately 79% of the combined Company, including 58% to
be held by Wynn Resorts, Ltd.
Wynn Resorts, Limited (NASDAQ: WYNN) (“Wynn Resorts”) and
Austerlitz Acquisition Corporation I (NYSE: AUS.U) (“Austerlitz I”)
today announced that they have entered into a definitive agreement
under which Austerlitz I will combine with Wynn Interactive Ltd.
(“Wynn Interactive” or the “Company”), a subsidiary of Wynn
Resorts, to create an independent public company. Upon closing of
the proposed transaction, the combined company will retain the
“Wynn Interactive, Ltd.” name and relist its shares on the Nasdaq
Stock Exchange under the new ticker symbol “WBET.”
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20210510005887/en/
Wynn Interactive, the online gaming division of Wynn Resorts,
offers a world-class collection of casino and sports betting mobile
options to consumers across the U.S. and U.K. through its WynnBET,
BetBull and WynnSLOTS brands. The Company delivers one-of-a-kind
experiences in digital gaming that drive enhanced user acquisition
and retention through unique social betting mechanics, a
proprietary tech stack and high-quality user interface. Wynn
Interactive currently has market access to 15 states covering
approximately 51% of the U.S. population and expects to gain access
to additional states in the near-term, resulting in its footprint
covering approximately 77% of the U.S. population.
“We are confident that this transaction will unlock the
tremendous potential of Wynn Interactive to further accelerate
growth and enable the business to capture the massive opportunity
in North America. Bill Foley is the ideal partner to ensure
continued success – his track record with business combinations,
extensive experience growing marquee consumer brands and partnering
to maximize value in businesses like ours will be invaluable as we
continue scaling,” said Matt Maddox, CEO of Wynn Resorts and
Chairman of Wynn Interactive.
“Wynn Interactive is rapidly establishing a leadership position
in what will ultimately be a $45 billion North American online
sports betting and iGaming market through our relentless focus on
product features, user experience and customer service. We look
forward to working with Bill Foley and Austerlitz I to support Wynn
Interactive’s long-term growth,” said Craig Billings, President and
Executive Director of Wynn Interactive.
William P. Foley, II, Founder of Austerlitz I, commented, “I am
excited to be a partner and future owner of Wynn Interactive. Wynn
is the premier brand in gaming and luxury resorts and we believe
our investment in Wynn Interactive fits the criteria for the type
of company and management team with which we like to co-invest. I’m
optimistic about the future of U.S. online casino gaming and sports
betting and am confident in the ability of Matt and the Wynn
Interactive team to execute the business plan and exceed their
financial projections against what will be a massive addressable
market.”
The business combination will provide Wynn Interactive with
additional capital and expertise to accelerate its vision as a
standalone company. Beyond its base of live operations in six U.S.
states, together with Austerlitz I and Wynn Resorts, the Company is
well-positioned to capitalize on opportunities to scale in the
highly complementary and rapidly expanding online sports betting
and iCasino markets, which brokers expect to grow at a 10-year CAGR
of approximately 32% to $45 billion by 2030, driven in part by
legislative momentum in the U.S. and Canada. Wynn Interactive plans
to accelerate growth through customer acquisition initiatives,
executing a broad-based, national marketing and branding campaign,
including investment in mass media and partnerships, and continued
product enhancements leveraging BetBull’s proprietary
technology.
Transaction Overview
The combined company is expected to have an enterprise value of
approximately $3.2 billion at closing, representing 4.5x Wynn
Interactive’s projected 2023 revenue.
Cannae Holdings, Inc. has agreed to fully backstop share
redemptions, assuring availability of cash proceeds at closing. As
a result, irrespective of share redemptions by the public
stockholders of Austerlitz I, approximately $640 million in cash
will be available to fund the combined Company’s operations and
support new and existing growth initiatives of Wynn
Interactive.
Upon closing of the transaction, assuming no share redemptions
by the public stockholders of Austerlitz I, Wynn Interactive’s
current shareholders will retain an equity interest in the Company
of approximately 79%, inclusive of 58% equity interest (and 72%
voting interest) by Wynn Resorts, Ltd., Austerlitz I’s stockholders
will hold approximately 18% and Austerlitz I’s sponsor will hold
approximately 3%.
The proposed business combination, which has been unanimously
approved by the boards of directors of both Wynn Resorts and
Austerlitz I, is expected to close by the end of 2021, subject to
approval by Austerlitz I’s stockholders, gaming regulatory approval
and other customary closing conditions.
Following the closing of the proposed business combination, Matt
Maddox will continue to serve as Chairman, Craig Billings will
continue to serve as President and Executive Director, Wynn
Interactive co-founder Sadok Kohen will continue to serve as CPO
and Director, and Norbert Teufelberger and Ellen F. Whitemore will
continue to serve as Directors. Additionally, William P. Foley, II
intends to serve as a Director on the Company’s Board.
Advisors
Credit Suisse and Moelis & Company LLC are serving as
financial and capital markets advisors and Kirkland & Ellis LLP
is serving as legal counsel to Wynn Resorts. Bank of America is
serving as financial advisor with Weil, Gotshal & Manges LLP
serving as legal counsel to Austerlitz Acquisition Corporation
I.
Investor Conference Call Information
Wynn Resorts and Austerlitz I will provide an investor slide
presentation and pre-recorded audio-video presentation discussing
the proposed business combination on their respective investor
relations websites on May 10, 2021 at 5:30 p.m. EDT / 2:30 p.m.
PDT. The presentations can be accessed on the “Company Info” page
of the Wynn Resorts Investor Relations website
(https://www.wynnresorts.com/) or the Investor Relations website of
Austerlitz I (https://investor.austerlitz1.com).
An archive of the audio-video presentation, along with this
press release and the investor slide presentation are available in
the “investor” sections of the Austerlitz I website
(https://investor.austerlitz1.com) and Wynn Resorts Investor
Relations website at (https://www.wynnresorts.com/).
In addition, Austerlitz I will file the investor presentation
with the SEC as an exhibit to a Current Report on Form 8-K prior to
the call, which will be available on the SEC’s website at
www.sec.gov.
About Wynn Resorts
Wynn Resorts, Limited is traded on the Nasdaq Global Select
Market under the ticker symbol WYNN and is part of the S&P 500
Index. Wynn Resorts owns and operates Wynn Las Vegas
(wynnlasvegas.com), Encore Boston Harbor (encorebostonharbor.com),
Wynn Macau (wynnmacau.com), and Wynn Palace, Cotai
(wynnpalace.com).
Wynn and Encore Las Vegas feature two luxury hotel towers with a
total of 4,748 spacious hotel rooms, suites and villas,
approximately 194,000 square feet of casino space, 22 dining
experiences featuring signature chefs and 11 bars, two
award-winning spas, approximately 560,000 rentable square feet of
meeting and convention space, approximately 160,000 square feet of
retail space as well as two showrooms, two nightclubs, a beach club
and recreation and leisure facilities. Wynn Las Vegas also operates
the recently redesigned Wynn Golf Club and 18-hole, 129-acre
championship golf course, and in February 2020 debuted a
430,000-square-foot meeting and convention space expansion powered
by 100 percent renewable energy.
Encore Boston Harbor is a luxury resort destination featuring a
210,000 square foot casino, 671 hotel rooms, an ultra-premium spa,
specialty retail, 16 dining and lounge venues, and approximately
71,000 square feet of state-of-the-art ballroom and meeting spaces.
Situated on the waterfront along the Mystic River in Everett,
Massachusetts, the resort has created a six-acre public park and
Harborwalk along the shoreline. It is the largest private,
single-phase development in the history of the Commonwealth of
Massachusetts.
Wynn Macau is a luxury hotel and casino resort located in the
Macau Special Administrative Region of the People's Republic of
China with two luxury hotel towers with a total of 1,010 spacious
rooms and suites, approximately 252,000 square feet of casino
space, 12 food and beverage outlets, approximately 31,000 square
feet of meeting and convention space, approximately 59,000 square
feet of retail space, and recreation and leisure facilities
including two opulent spas, a salon and a rotunda show.
Wynn Palace is a luxury integrated resort in Macau. Designed as
a floral-themed destination, it boasts 1,706 exquisite rooms,
suites and villas, approximately 424,000 square feet of casino
space, 14 food and beverage outlets, approximately 37,000 square
feet of meeting and convention space, approximately 106,000 square
feet of designer retail, SkyCabs that traverse an eight-acre
Performance Lake, an extensive collection of rare art, a lush spa,
salon and recreation and leisure facilities.
About Wynn Interactive
Wynn Interactive is the online gaming division of Wynn Resorts,
Ltd. (Nasdaq: WYNN) offering a world-class collection of casino and
sports betting mobile options for discerning players who understand
the difference between placing a bet and experiencing a bet. Wynn
Interactive’s products, operated under the WynnBET, WynnSLOTS, and
BetBull brands, are designed to digitally deliver the legendary
service and guest experience Wynn Resorts is known for, backed by
the Company's trusted legacy as the world's premier international
casino operator.
WynnBET is anchored by its eponymous mobile sports and casino
betting app providing one-of-a-kind experiences, unique social
betting mechanics, and a high-quality user interface. Currently
available in New Jersey, Colorado, Michigan, Virginia, Indiana, and
Tennessee, WynnBET is poised for rapid expansion in 2021 with
market access opportunities in nine states and several pending
license applications in process. WynnBET is an Authorized Gaming
Operator of NASCAR and proud partner of the Memphis Grizzlies and
Detroit Pistons, with more partnerships to be announced. For more
information, visit WynnInteractive.com or WynnBET.com.
About Austerlitz Acquisition Corporation I
Austerlitz Acquisition Corporation I is a newly incorporated
blank check company whose business purpose is to effect a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses or entities. For more information, please visit
https://investor.austerlitz1.com/.
About Cannae Holdings, Inc.
Cannae Holdings, Inc. (NYSE: CNNE) is engaged in actively
managing and operating a group of companies and investments, as
well as making additional majority and minority equity portfolio
investments in businesses in order to achieve superior financial
performance and maximize the value of these assets. Cannae was
founded and is led by investor William P. Foley, II. Foley is
responsible for the creation and growth of over $140 Billion in
publicly traded companies including Fidelity National Information
Services (“FIS”), Fidelity National Financial (“FNF”), and Black
Knight, Inc. (“BKI”). Cannae’s current principal holdings include
Dun & Bradstreet Holdings, Inc. (“DNB”), which recently
completed a successful business transformation and IPO. Cannae
holds an approximately 18% interest in Dun & Bradstreet or
approximately 76.0 Million shares. Cannae’s second principal
holding is Ceridian (“CDAY”), which Foley transformed from a legacy
payroll bureau into a leading cloud-based provider of human capital
management software. Cannae owns 9.4% of Ceridian representing
approximately 14 Million shares. Cannae also holds approximately
54.0 Million shares, or approximately 7.5% of Paysafe (“PFSE”), as
well as 8.1 Million Paysafe warrants.
Additional Information about the Business Combination and
Where to Find It
In connection with the proposed business combination, a
registration statement on Form S-4 (the “Form S-4”) is expected to
be filed by Austerlitz I with the U.S. Securities and Exchange
Commission (“SEC”) that will include a proxy statement to be
distributed to holders of Austerlitz I ordinary shares in
connection with Austerlitz I’s solicitation for proxies for the
vote by Austerlitz I’s shareholders regarding the proposed business
combination with Wynn Interactive and other matters as described in
the Form S-4, as well as a prospectus of Austerlitz I relating to
the offer of the securities to be issued in connection with the
completion of the business combination. Austerlitz I and Wynn
Interactive urge investors, shareholders and other interested
persons to read, when available, the Form S-4, including the proxy
statement/prospectus, as well as other documents filed with the SEC
in connection with the proposed business combination, as these
materials will contain important information about Austerlitz I,
Wynn Interactive and the proposed business combination. Such
persons can also read Austerlitz I’s final prospectus dated
February 25, 2021 (SEC File No. 333-252932), for a description of
the security holdings of Austerlitz I’s officers and directors and
their respective interests as security holders in the consummation
of the proposed business combination. After the Form S-4 has been
filed and declared effective, the definitive proxy
statement/prospectus will be mailed to Austerlitz I’s shareholders
as of a record date to be established for voting on the proposed
business combination. Shareholders will also be able to obtain
copies of such documents, without charge, once available, at the
SEC’s website at www.sec.gov, or by directing a request to
Austerlitz Acquisition Corporation I, 1701 Village Center Circle,
Las Vegas, NV 89134, or (702) 323-7330.
Participants in the Solicitation
Austerlitz I and Wynn Interactive and their respective
directors, executive officers and other members of their management
and employees, under SEC rules, may be deemed to be participants in
the solicitation of proxies of Austerlitz I’s shareholders in
connection with the proposed business combination. Investors and
security holders may obtain more detailed information regarding the
names, affiliations and interests of Austerlitz I’s directors and
executive officers in Austerlitz I’s final prospectus dated
February 25, 2021 (SEC File No. 333-252932), which was filed with
the SEC on March 1, 2021. Information regarding the persons who
may, under SEC rules, be deemed participants in the solicitation of
proxies of Austerlitz I’s shareholders in connection with the
proposed business combination will be set forth in the proxy
statement/prospectus for the proposed business combination when
available. Information concerning the interests of Austerlitz I’s
and Wynn Interactive’s participants in the solicitation, which may,
in some cases, be different than those of Austerlitz I’s and Wynn
Interactive’s equity holders generally, will be set forth in the
proxy statement/prospectus relating to the proposed business
combination when it becomes available.
No Offer or Solicitation
This communication is not a proxy statement or solicitation of a
proxy, consent, or authorization with respect to any securities or
in respect of the proposed business combination and shall not
constitute an offer to sell or a solicitation of an offer to buy
the securities of Austerlitz I or Wynn Interactive, nor shall there
be any sale of any such securities in any state or jurisdiction in
which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended, or exemptions
therefrom.
Forward-Looking Statements
This communication includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as and must not be relied on by
any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Austerlitz I’s and
Wynn Interactive’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 (or the negative versions of
such words or expressions) are intended to identify such
forward-looking statements. These forward-looking statements
include, without limitation, Austerlitz I’s and Wynn Interactive’s
expectations with respect to future performance and anticipated
financial impacts of the proposed business combination, the
satisfaction or waiver of the closing conditions to the proposed
business combination, and the timing of the completion of the
proposed business combination.
These forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ
materially, and potentially adversely, from those expressed or
implied in the forward-looking statements. Most of these factors
are outside Austerlitz I’s and Wynn Interactive’s control and are
difficult to predict. Factors that may cause such differences
include, but are not limited to: (1) the occurrence of any event,
change, or other circumstances that could give rise to the
termination of the business combination agreement (the
“Agreement”); (2) the outcome of any legal proceedings that may be
instituted against Austerlitz I and/or Wynn Interactive following
the announcement of the Agreement and the transactions contemplated
therein; (3) the inability to complete the proposed business
combination, including due to failure to obtain approval of the
shareholders of Austerlitz I, certain regulatory approvals, or
satisfy other conditions to closing in the Agreement; (4) the
occurrence of any event, change, or other circumstance that could
give rise to the termination of the Agreement or could otherwise
cause the transaction to fail to close; (5) the impact of COVID-19
on Wynn Interactive’s business and/or the ability of the parties to
complete the proposed business combination; (6) the inability to
obtain or maintain the listing of Austerlitz I’s ordinary shares on
the NYSE or NASDAQ following the proposed business combination; (7)
the risk that the proposed business combination disrupts current
plans and operations as a result of the announcement and
consummation of the proposed business combination; (8) the ability
to recognize the anticipated benefits of the proposed business
combination, which may be affected by, among other things,
competition, the ability of Wynn Interactive to grow and manage
growth profitably, and retain its key employees; (9) costs related
to the proposed business combination; (10) changes in applicable
laws or regulations; and (11) the possibility that Austerlitz I or
Wynn Interactive may be adversely affected by other economic,
business, and/or competitive factors. The foregoing list of factors
is not exclusive. Additional information concerning certain of
these and other risk factors is contained in Austerlitz I’s most
recent filings with the SEC and will be contained in the Form S-4,
including the proxy statement/prospectus expected to be filed in
connection with the proposed business combination. All subsequent
written and oral forward-looking statements concerning Austerlitz I
or Wynn Interactive, the transactions described herein or other
matters and attributable to Austerlitz I or Wynn Interactive or any
person acting on their behalf are expressly qualified in their
entirety by the cautionary statements above. Readers are cautioned
not to place undue reliance upon any forward-looking statements,
which speak only as of the date made. Each of Austerlitz I and Wynn
Interactive expressly disclaims any obligations or undertaking to
release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in their
expectations with respect thereto or any change in events,
conditions, or circumstances on which any statement is based,
except as required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210510005887/en/
For inquiries regarding Wynn Resorts and Wynn
Interactive:
Investors Vincent Zahn,
Senior Vice President and Treasurer 702-770-7555
investorrelations@wynnresorts.com
Media Michael Weaver, Chief
Communications Officer 702-770-7777
michael.weaver@wynnlasvegas.com
For inquiries regarding Austerlitz Acquisition Corporation
I:
Shannon Devine Solebury Trout sdevine@soleburytrout.com
203-428-3228
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