Genius Sports Limited
Equity Offering
On June 8, 2021, Genius Sports Limited (“Genius Sports” or the “Company”) issued a press release announcing the launch of an underwritten public offering (the “Offering”) of 20,000,000 ordinary shares, consisting of 12,000,000 shares being offered by Genius Sports and 8,000,000 shares being offered by certain of its shareholders (the “Selling Shareholders”). On June 9, 2021, Genius Sports issued a press release announcing the upsizing and pricing of the Offering of 22,000,000 ordinary shares, consisting of 13,000,000 shares being offered by Genius Sports and 9,000,000 shares being offered by the Selling Shareholders, in each case, at the public offering price of $19.00 per share, for a total offering size of $418 million. Genius Sports granted the underwriters a 30-day option to purchase up to an additional 3,300,000 shares. Copies of the press releases announcing the launch and pricing of the Offering are attached hereto as Exhibit 99.1 and 99.2, respectively.
On June 14, 2021, Genius Sports closed the Offering. Genius Sports did not receive any proceeds from the sale of ordinary shares offered by the Selling Shareholders. Genius Sports intends to use the net proceeds it receives from the offering for general corporate purposes.
Acquisition of Second Spectrum
As previously reported, on May 6, 2021, Genius Sports, Genius Sports SS Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Genius (“NewCo”), Stadium Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Genius (“Merger Sub I”), Genius Sports SS, LLC, a Delaware limited liability company and a wholly owned subsidiary of NewCo (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), Second Spectrum, Inc., a Delaware corporation (“Second Spectrum”), and Fortis Advisors, LLC, a Delaware limited liability company, in its capacity as the Securityholders’ Agent, entered into an Agreement and Plan of Merger (the “Merger Agreement”).
On June 15, 2021, Genius consummated the transactions contemplated by the Merger Agreement and, pursuant to the terms and conditions of the Merger Agreement, (i) Merger Sub I merged with and into Second Spectrum (the “First Merger”), with Second Spectrum continuing as the surviving corporation and (ii) immediately following the First Merger, Second Spectrum (as the surviving corporation in the First Merger) merged with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub II continuing as the surviving entity and a wholly owned subsidiary of NewCo. The aggregate purchase price paid to the securityholders of Second Spectrum was $200.0 million, subject to customary holdbacks and adjustments. In addition, at closing, a portion of the purchase price was deposited into two escrow accounts to secure potential post-closing obligations of the securityholders of Second Spectrum. The aggregate purchase price was paid in cash and shares of common stock of Genius (the “Genius Common Stock”) as set forth below:
| | • | | Each share of common stock, par value $0.00001 per share, of Second Spectrum (“SS Common Stock”) (other than shares of SS Common Stock owned by Genius, NewCo, the Merger Subs or Second Spectrum or any direct or indirect wholly owned subsidiary of Genius or Second Spectrum) issued and outstanding immediately prior to the effective time of the First Merger (the “First Effective Time”) was automatically cancelled and converted into the right to receive (i) the purchase price per share, satisfied 50% in cash and 50% in shares of Genius Common Stock plus (ii) an amount in cash equal to any additional merger consideration resulting from adjustments or the return of amounts deposited into the escrow accounts at closing, subject to potential proportionate adjustment to the percentages of cash and shares of Genius Common Stock in connection with a savings provision intended to preserve the qualification of the Mergers as a tax free reorganization; and |
| | • | | Each outstanding and unexercised option to purchase SS Common Stock that was vested as of the First Effective Time was cancelled and converted into the right to receive an amount in cash equal to (i) the purchase per share price less the applicable exercise price plus (ii) an amount equal to any additional merger consideration resulting from adjustments or the return of amounts deposited into the escrow accounts at closing. |
Genius issued the shares of Genius Common Stock at the closing in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions set forth in Section 4(a)(2) of the Securities Act and Rule 506 under Regulation D. Genius has agreed to use commercially reasonable efforts to file a Registration Statement on Form F-1 covering the resale of such shares of Genius Common Stock.
