LAS VEGAS, Sept. 27, 2021 /PRNewswire/ -- Scientific Games
Corporation (NASDAQ: SGMS) ("Scientific Games," "SGC" or the
"Company") announced that it has entered into a definitive
agreement to sell its Sports Betting business, OpenBet, to Endeavor
Group Holdings, Inc. (NYSE: EDR), a global sports and entertainment
company, in a cash and stock transaction valued at $1.2 billion. Under the terms of the agreement,
Scientific Games will receive $1
billion in cash and $200
million in Endeavor Class A common stock based on the
volume-weighted average trading price of the Class A Common Stock
for the twenty (20) trading days ending on September 24, 2021, subject to customary purchase
price adjustments. The transaction is expected to close in the
second quarter of 2022, subject to applicable regulatory approvals
and customary closing conditions.
OpenBet is one of the world's leading global online sports
betting technology companies, offering an ecosystem of sports
content, technology and services to the largest operators around
the world. It is the number one business-to-business sports betting
partner in the U.S., U.K., Australia and Canada, with a leading position in
Europe and APAC. To date, OpenBet
has over 75 global customers, including 24 sports books across 12
states and a 100% uptime record across major sporting events.
"This transaction represents the culmination of a thorough
process to divest OpenBet in order to maximize value for our
shareholders and rapidly advance our vision to become the leading
cross-platform global game company," said Barry Cottle, President and Chief Executive
Officer of Scientific Games. "The transaction is a significant
milestone towards optimizing our portfolio and de-levering the
balance sheet to enhance our financial flexibility. It will
position us to invest both organically and inorganically in key
growth areas, particularly in content and digital markets. We are
delivering on our promises and executing on our strategy to
transform our company and unlock significant value for employees,
customers and shareholders."
"We believe Endeavor will enable us to build on our exceptional
track record of innovation and reliability and unlock even greater
value for our customers and employees," said Jordan Levin, Chief Executive of Scientific
Games' Digital business. "Endeavor's deep industry relationships
and global reach make them the ideal partner. Together, these
companies will be well positioned to capitalize on emerging trends
to deliver even more innovative and tailored solutions to customers
as we define the future of sports betting entertainment."
"OpenBet has built an incredible sports betting suite anchored
in its best-in-class betting engine and now including expanded
content, services and products for sports books and fans," said
Ariel Emanuel, CEO, Endeavor. "This
capability set is the ideal complement to our IMG ARENA sports betting business, which works
directly with sports rights holders. We look forward to growing
these businesses together to capitalize on the strong secular
tailwinds in the sports betting ecosystem."
Advisors
Oakvale Capital LLP and Macquarie Capital (USA) Inc. are serving as financial advisors
and Cravath, Swaine & Moore LLP is serving as legal counsel to
Scientific Games.
About Scientific Games
Scientific Games Corporation (NASDAQ: SGMS) is a world leader in
entertainment offering dynamic games, systems and services for
casino, lottery, online gaming and sports betting. Scientific Games
offers the gaming industry's broadest and most integrated portfolio
of game content, advanced systems, cutting-edge platforms and
professional services. Committed to responsible gaming, Scientific
Games delivers what customers and players value most: trusted
security, engaging entertainment content, operating efficiencies
and innovative technology. For more information, please visit
scientificgames.com.
About Endeavor
Endeavor is a global sports and entertainment company, home to
the world's most dynamic and engaging storytellers, brands, live
events and experiences. The company is comprised of industry
leaders including entertainment agency WME; sports, fashion, events
and media company IMG; and premier mixed martial arts organization
UFC. The Endeavor network specializes in talent representation;
marketing and licensing; content development, distribution and
sales; event management; and a number of direct-to-consumer
offerings.
Investor Inquiries:
Jim Bombassei, Senior Vice
President of Investor Relations
IR@scientificgames.com
Media Inquiries:
Nick Lamplough / T.J. O'Sullivan
/ Lucas Pers, Joele Frank, Wilkinson Brimmer Katcher, +1 212
355 4449
Forward-Looking Statements:
In this press release, Scientific Games makes "forward-looking
statements" within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. Forward-looking statements can be
identified by words such as "will," "may," and "should." These
statements are based upon Scientific Games' management's current
expectations, assumptions and estimates regarding the proposed
Transaction between Scientific Games and Endeavor, the expected
benefits of the proposed Transaction, the expected timing of
completion of the proposed Transaction and anticipated future
financial and operating performance and results. Forward-looking
statements are not guarantees of timing, future results or
performance. Therefore, you should not rely on any of these
forward-looking statements as predictions of future events. Actual
results may differ materially from those contemplated in these
statements due to a variety of risks, uncertainties and other
factors, including (i) the risk that the conditions to the closing
of the proposed Transaction may not be satisfied, (ii) the risk
that a material adverse change, event or occurrence may affect
Scientific Games and Endeavor prior to the closing of the proposed
Transaction and may delay the proposed Transaction or cause the
companies to abandon the proposed Transaction, (iii) the
possibility that the proposed Transaction may involve unexpected
costs, liabilities or delays, (iv) the risk that the businesses of
the companies may suffer as a result of uncertainty surrounding the
proposed Transaction and (v) the risk that disruptions from the
proposed Transaction will harm relationships with customers,
employees and suppliers or (vi) that Scientific Games may be unable
to achieve expected financial, operational and strategic benefits
of the proposed Transaction, and those factors described in
Scientific Games' filings with the Securities and Exchange
Commission (the "SEC"), including Scientific Games' current reports
on Form 8-K, quarterly reports on Form 10-Q and its latest annual
report on Form 10-K filed with the SEC on March 1, 2021 (including under the headings
"Forward-Looking Statements" and "Risk Factors"). Forward-looking
statements speak only as of the date they are made and, except for
Scientific Games' ongoing obligations under the U.S. federal
securities laws, Scientific Games undertakes no obligation to
publicly update any forward-looking statements whether as a result
of new information, future events or otherwise.
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SOURCE Scientific Games Corporation