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Austerlitz Acquisition Corporation I

Austerlitz Acquisition Corporation I

Feb 10, 2021 by Kristi Marvin

LIQUIDATION – 11/22/22 – LINK

  • At the extraordinary general meeting of the shareholders of Austerlitz Acquisition Corporation I held on November 22, 2022, shareholders of the Company approved:
    • (i) the amendment to the Company’s Memorandum and Articles of Association by adopting the second amended and restated memorandum and articles of association to change the date by which the Company must consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, which we refer to as our initial business combination, from March 2, 2023, to November 22, 2022 (the “Amended Termination Date”) and
    • (ii), an amendment to the Investment Management Trust Agreement, dated March 2, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, to allow the Company to change the date on which Continental must commence liquidation of the trust account established in connection with the Company’s initial public offering to November 22, 2022.
  • Since the Proposals were approved, and because the Company will not be able to complete an initial business combination by the Amended Termination Date, the Company will be obligated to redeem all issued and outstanding Class A Ordinary Shares issued in the IPO as promptly as reasonably possible but not more than ten business days after the Amended Termination Date and the Company’s warrants will expire worthless.
  • The Company expects to complete the Mandatory Redemption on or around December 2, 2022, at a per-share redemption price of $10.00.

The below-announced combination was terminated on 11/12/21.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: Wynn Interactive Ltd. [TERMINATED on 11/12/21 LINK]

ENTERPRISE VALUE: $3.2 billion
ANTICIPATED SYMBOL: WBET

Austerlitz Acquisition Corporation I proposes to combine with Wynn Interactive Ltd., a subsidiary of Wynn Resorts.

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.

The business combination will provide Wynn Interactive with additional capital and expertise to accelerate its vision as a standalone company.

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

  • 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%.
  • 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.

AUS trans overview

BACKSTOP

  • Cannae has agreed, subject to the other terms and conditions included therein, at the BPS Closing, to subscribe for AAC Class A Ordinary Shares in order to fund redemptions by shareholders of AAC in connection with the Business Combination, in an amount of up to $690,000,000 (the “Cannae Subscription”), in consideration for a placement fee of $3,450,000.

FORWARD PURCHASE AGREEMENT

Termination of the Cannae Forward Purchase Agreement

  • In connection with the signing of the Business Combination Agreement, AAC and Cannae entered into a mutual termination agreement (the “FPA Termination Agreement”) to terminate that certain forward purchase agreement dated as of February 25, 2021, pursuant to which Cannae agreed to purchase, immediately prior to the closing of AAC’s initial business combination transaction, an aggregate of 5,000,000 AAC Class A Ordinary Shares and 1,250,000 AAC public warrants.

SPONSOR AGREEMENT AND LOCKUP

  • Not to transfer any AAC securities for the period beginning on the Closing Date until the earlier of
    • (x) one (1) year following the Closing Date or
    • (y) if the volume weighted average price of the WIL Class A Ordinary Shares equals or exceeds $12.00 per share for any 20 trading days within a 30 trading day period commencing 150 days after the Closing Date.
  • The Sponsor and certain Insiders have also agreed to forfeit up to 3,696,429 AAC Class B Ordinary Shares (the “Class B Forfeiture”) and up to 3,696,429 AAC Class C Ordinary Shares (the “Class C Forfeiture”), respectively.

VOTING STRUCTURE

  • The company will have a dual voting class structure comprised of 10 votes per share for existing WIL shareholders. All other shares will have 1 vote per share.

NOTABLE CONDITIONS TO CLOSING

  • AAC having at least $5,000,001 of net tangible assets as of the closing of the Business Combination

NOTABLE CONDITIONS TO TERMINATION

  • By written notice from the Company if the closing has not occurred by February 10, 2022, which may be extended by up to two 90-day periods to the extent all conditions to closing other than the receipt of Requisite Gaming Approvals have been satisfied, waived or remain capable of being satisfied.

ADVISORS

  • Credit Suisse and Moelis & Company LLC are serving as financial and capital markets advisors to Wynn Resorts.
  • Kirkland & Ellis LLP is serving as legal counsel to Wynn Resorts.
  • Bank of America is serving as financial advisor to Austerlitz Acquisition Corporation I.
  • Weil, Gotshal & Manges LLP serving as legal counsel to Austerlitz Acquisition Corporation I.

MANAGEMENT & BOARD

Executive Officers

Richard N. Massey, 64 [Resigned 4/11/22]
Chief Executive Officer and Director Nominee

Mr. Massey serves as a Senior Managing Director of Trasimene Capital and Chief Executive Officer of Cannae Holdings. Mr. Massey served as the Chairman and principal shareholder of Bear State Financial, Inc., a publicly traded financial institution from 2011 until April 2018. Mr. Massey also serves as Chief Executive Officer of Foley Trasimene I since March 2020, as a director of Foley Trasimene I since May 2020 and as Chief Executive Officer of Austerlitz II since January 2021. Mr. Massey also serves as Chief Executive Officer of Foley Trasimene II from July 2020 and as a director of Foley Trasimene I from July 2020. Mr. Massey has served on Cannae Holdings’ board of directors since June 2018 and Dun & Bradstreet’s board of directors since February 2019, and previously served on Black Knight’s board of directors from December 2014 until July 2020. In addition, Mr. Massey served as a director of FNF from February 2006 to January 2021. Mr. Massey has been a partner in Westrock Capital, LLC, a private investment partnership, since January 2009. Prior to that, Mr. Massey was Chief Strategy Officer and General Counsel of Alltel Corporation and served as a Managing Director of Stephens Inc., a private investment bank, during which time his financial advisory practice focused on software and information technology companies, and he formerly served as a director of FIS. Mr. Massey also previously served as a director of FGL Holdings. Mr. Massey is also a director of the Oxford American Literary Project and the Chairman of the board of directors of the Arkansas Razorback Foundation. Mr. Massey formerly served as a director of FIS and Chairman of Bear State Financial, Inc. Mr. Massey’s significant financial expertise and experience on the boards of a number of public companies make him well qualified to serve as a member of our Board.

David W. Ducommun, 44
President

Mr. Ducommun has served as an Executive Vice President of Corporate Finance of Foley Trasimene I since August 2020 and previously as a Senior Vice President of Corporate Finance since March 2020. Mr. Ducommun has also served as President of Austerlitz II since January 2021, as an Executive Vice President of Corporate Finance of Foley Trasimene II from August 2020 and previously as a Senior Vice President of Corporate Finance since July 2020. Mr. Ducommun has served as a Managing Director of Trasimene Capital since November 2019. Mr. Ducommun has also served as President of Cannae Holdings since January 2021, as an Executive Vice President of Corporate Finance since August 2020 and as a Senior Vice President of Corporate Finance since November 2017. Mr. Ducommun has over 10 years of experience in the financial industry. Mr. Ducommun has served as a Senior Vice President of Mergers and Acquisitions of FNF from 2011 to November 2019. He also served as Secretary of FGL Holdings from April 2016 until December 2017.

Bryan D. Coy, 50
Chief Financial Officer

Mr. Coy has served as Chief Financial Officer of Austerlitz II since January 2021, Chief Financial Officer of Foley Trasimene I since July 2020, as Chief Financial Officer of Foley Trasimene II since July 2020 and as Chief Financial Officer of Cannae Holdings since July 2020. He also serves as Managing Director of Trasimene Capital. He also serves as Chief Financial Officer of Black Knight Sports & Entertainment, LLC, which is the private company that owns the Vegas Golden Knights, a National Hockey League team, a position he has held since October 2017. He served as Chief Financial Officer of Foley Family Wines from 2017 until 2019. Prior to that, Mr. Coy served as Chief Accounting Officer of Interblock Gaming, an international supplier of electronic gaming tables, from September 2015 to October 2017. He served as Chief Financial Officer—Americas and Global Chief Accounting Officer of Aruze Gaming America from July 2010 through September 2015.

Ryan R. Caswell, 38
Senior Vice President of Corporate Finance

Mr. Caswell is also a Managing Director of Trasimene Capital and has served as Senior Vice President of Corporate Finance of Austerlitz II since January 2021. Previously Mr. Caswell was a Managing Director in the Financial Institutions Group at BofA Securities where he executed advisory and capital raising transactions from 2008 to August 2020. Before BofA Securities, Mr. Caswell was an investment banker at Bear Stearns. Mr. Caswell has over 15 years of relevant investment and corporate finance experience across a wide variety of industries and transaction types.

Michael L. Gravelle, 59
General Counsel and Corporate Secretary

Mr. Gravelle has served as General Counsel and Corporate Secretary of Austerlitz II since January 2021, as General Counsel and Corporate Secretary of Foley Trasimene I since March 2020 and as an Executive Vice President, General Counsel and Corporate Secretary of Cannae Holdings since April 2017. Mr. Gravelle has also served as General Counsel and Corporate Secretary of Foley Trasimene II from July 2020. Mr. Gravelle has served as the Chief Compliance Officer for Trasimene Capital since January 2020. Mr. Gravelle has over 25 years of business and legal experience in the financial industry. Mr. Gravelle has served as an Executive Vice President, General Counsel and Corporate Secretary of FNF since January 2010, and also served in the capacity of an Executive Vice President, Legal since May 2006 and Corporate Secretary since April 2008. Mr. Gravelle joined FNF in 2003, serving as a Senior Vice President. Mr. Gravelle joined a subsidiary of FNF in 1993, where he served as a Vice President, General Counsel and Secretary beginning in 1996 and as a Senior Vice President, General Counsel and Corporate Secretary beginning in 2000. Mr. Gravelle has also served as an Executive Vice President and General Counsel of Black Knight and its predecessors since January 2014 and as Corporate Secretary of Black Knight from January 2014 until May 2018.

Board of Directors

William P. Foley, II, 76 [Resigned 4-22-21]
Founder and Director

Mr. Foley has served as the Chairman of Cannae Holdings since July 2017. Mr. Foley is a founder of FNF, and has served as the Chairman of the board of directors of FNF since 1984. Mr. Foley serves as a Senior Managing Director of Trasimene Capital. He served as Chief Executive Officer of FNF until May 2007 and as President of FNF until December 1994. Mr. Foley also serves as the Chairman of Foley Trasimene I since May 2020, and he was previously Executive Chairman of Foley Trasimene I from March 2020 until May 2020. Mr. Foley also serves as the Chairman of Foley Trasimene II from July 2020 and has served as a Director of Austerlitz II since January 2021. Mr. Foley also serves as Chairman of Black Knight since December 2019, and served as the Executive Chairman of Black Knight from January 2014 to December 2019 and as the co-Executive Chairman of FGL Holdings from April 2016 to June 2020. Mr. Foley also previously served as a director of Ceridian from September 2013 to August 2019. Mr. Foley also serves as the Chairman of Dun & Bradstreet, which is a Cannae Holdings portfolio company. Mr. Foley also serves as the Chairman, Chief Executive Officer and President of Foley Family Wines Holdings, Inc., a private holding company for numerous vineyards and wineries, and the Executive Chairman and Chief Executive Officer of Black Knight Sports and Entertainment LLC, which is the private company that owns the Vegas Golden Knights, a National Hockey League team. Within the past five-years, Mr. Foley served as the Vice Chairman of FIS and as the Chairman of Remy. After receiving his B.S. degree in engineering from the United States Military Academy at West Point, Mr. Foley served in the U.S. Air Force, where he attained the rank of captain. Mr. Foley’s qualifications to serve on our Board include more than 30 years as a director and executive officer of FNF, his long and deep knowledge of our business and industry, his strategic vision, his experience as a Board member and executive officer of public and private companies in a wide variety of industries, and his strong track record of building and maintaining stockholder value and successfully negotiating and implementing mergers and acquisitions.

Hugh R. Harris, 69
Director

Mr. Harris has served as a director of Cannae Holdings since November 2017. Mr. Harris is retired, and formerly served as President, Chief Executive Officer and a director of LPS from October 2011 until January 2014, when it was acquired by FNF. Prior to joining LPS, Mr. Harris had been retired since July 2007. Before his retirement, Mr. Harris served as President of the Financial Services Technology division at FNF from April 2003 until July 2007. Prior to joining FNF, Mr. Harris served in various roles with HomeSide Lending Inc. from 1983 until 2001, including President and Chief Operating Officer and later as Chief Executive Officer. Mr. Harris is also expected to serve as a member of the board of directors of Austerlitz II, upon completion of its offering.

Mark D. Linehan, 58
Director 

Mr. Linehan has served as a member of the board of directors of Foley Trasimene II since August 2020, as a director of Trebia since June 2020, as a director of Cannae Holdings since September 2019 and as a director of Hudson Pacific Properties (“Hudson Pacific”) since 2010. Mr. Linehan has served as President and Chief Executive Officer of Wynmark Company (“Wynmark”), a private real estate investment and development company, since he founded the company in 1993. Prior to founding Wynmark, he served as a Senior Vice President with Trammell Crow Company (“Trammell”) in Los Angeles, California. Prior to working for Trammell, Mr. Linehan worked for Kenneth Leventhal & Co., a Los Angeles-based public accounting firm specializing in the real estate industry which is now part of Ernst & Young LLP. Mr. Linehan previously served on the board of directors of Condor Hospitality from March 2016 to December 2017. In addition, Mr. Linehan serves as a Director of Direct Relief. Mr. Linehan has a Bachelor of Arts degree in Business Economics from UCSB and is a Certified Public Accountant. Mr. Linehan is also expected to serve as a member of the board of directors of Austerlitz II, upon completion of its offering.

Erika Meinhardt, 62
Director 

Ms. Meinhardt has served as a member of the board of directors of Foley Trasimene II since August 2020. In addition, she has served as a director of Cannae Holdings since July 2018. Since January 2018, Ms. Meinhardt has served as Executive Vice President of FNF. She previously served as President of National Agency Operations for FNF’s Fidelity National Title Group from February 2005 until January 2018. Prior to assuming that role, she served as Division Manager and National Agency Operations Manager for FNF from 2001 to 2005. Ms. Meinhardt is also expected to serve as a member of the board of directors of Austerlitz II, upon completion of its offering.

ByKristi Marvin