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dMY Technology Group, Inc. II

dMY Technology Group, Inc. II

Oct 19, 2020 by Roman Developer

PROPOSED BUSINESS COMBINATION: Genius Sports Group

ENTERPRISE VALUE: $1.5 billion
ANTICIPATED SYMBOL: GENI

dMY Technology Group, Inc. II proposes to merge with Genius Sports Group Limited (“GSG”), the leading provider of sports data and technology powering the sports, betting and media ecosystem. The transaction implies a pro forma enterprise value of approximately $1.5 billion.  Upon closing, NewCo expects its ordinary shares and warrants to trade on the NYSE under the symbols “GENI” and “GENI WS”, respectively. The transaction is expected to close in Q1 2021.

GSG acquires data from sports events around the world and supplies it to sports betting operators, providing them with secure, high-quality, mission critical data and content that helps them better engage with and protect their customers. The Company has a leading portfolio of rights to official data – the feed of live sports statistics that is sanctioned, and otherwise owned, by the relevant governing league. GSG provides data on over 240,000 events each year – effectively every hour of every day. It is the official provider for over 170,000 of these events.

The Company maintains long-term partnerships with over 500 sports organizations globally, including the NBA, NCAA, FIBA, FIFA, English Premier League and NASCAR. Its proprietary technology and data feeds are mission critical to the success of its sportsbook partners.

SUBSEQUENT EVENT – 11/18/22 – LINK

  • Genius Sports Limited announced that it has commenced a solicitation of consents from holders of the Company’s outstanding warrants as of November 16, 2022, to amend the Exercise Period in its Warrant Agreement so the warrants will expire on January 18, 2023, instead of on April 20, 2026 (the “Warrant Amendment”).
  • If holders of more than 50% of the outstanding Public Warrants provide their consent, the Company would provide warrant holders with the opportunity to exercise on a cashless basis and receive 0.260 common shares for each exercised warrant.
  • The Warrant Amendment would also revise the Exercise Period such that it would expire on January 18, 2023, effectively ensuring that, if the consent is successful, there would be no warrants outstanding on or after January 19, 2023.
  • On November 18, 2022, the Company issued to warrant holders a notice indicating that the Company has lowered the exercise price of the warrants from $11.50 to a price that is 74% of the closing price of the ordinary shares on the New York Stock Exchange on the trading day prior to the date of delivery of an exercise notice.
  • The notice to the warrant holders further indicated that the Company has entered into an amendment to the Warrant Agreement (the “Cashless Exercise Amendment”) with the Warrant Agent that provides all warrant holders the option, but not the obligation, to exercise their warrants on a cashless basis during the Exercise Period.
  • Each of the reduced exercise price and the Cashless Exercise Amendment is conditioned on obtaining the requisite consents to give effect to the Warrant Amendment, which condition may be waived by the Company in its sole discretion.
  • If the Warrant Amendment is approved, the warrants will cease trading on the New York Stock Exchange on January 18, 2023 (20 business days from and including December 19, 2022) and all previously unexercised warrants shall expire worthless on such date.
  • Prior to obtaining the requisite consents to approve the Warrant Amendment and the effectiveness of the Warrant Amendment, any exercise of the warrants shall be on the terms set forth in the Warrant Agreement as in effect on the date hereof, without giving effect to the reduced exercise price or the Cashless Exercise Amendment.
  • The Consent Solicitation will expire on the Expiration Date, which is 11:59 p.m., Eastern Time, on December 16, 2022, or such later time and date to which the Company may extend.
  • As of November 17, 2022, a total of 7,668,381 warrants were outstanding.
  • The Company has engaged BofA Securities, Inc. as the solicitation agent for the Consent Solicitation.

TRANSACTION

The transaction values NewCo at an anticipated initial enterprise value of approximately $1.5 billion, or 8.0x GSG’s currently projected 2021 revenue of $190 million.

The consideration payable to GSG’s existing shareholders will consist of a combination of cash and rollover equity in NewCo. The proceeds of the $330 million PIPE transaction will be used to repay shareholder loans and to redeem and make certain preference share payments on preferred shares held by corporate shareholders.

Assuming no redemptions by dMY II’s public stockholders, it is anticipated that NewCo will have approximately $150 million of unrestricted cash and a substantially debt-free balance sheet at closing.

dmy technology ii gsg

PIPE

  • Common stock PIPE of approximately $330 million at $10.00 per share.
  • The proceeds of the $330 million PIPE transaction will be used to repay shareholder loans and to redeem and make certain preference share payments on preferred shares held by corporate shareholders.

FOUNDERS FORFEITUE AGREEMENT

  • The Founder Holders have agreed to forfeit for no consideration up to 1,035,000 shares of dMY Class A Common Stock in the aggregate to the extent that the Minimum Cash does not equal at least $415,000,000

NOTABLE CONDITIONS TO CLOSING

  • dMY having Minimum Cash equaling at least $315 million (where Minimum Cash means the cash in dMY’s trust account, less amounts required for the dMY Share Redemptions and less 33% of the aggregate amount of transaction expenses incurred by the parties to the Business Combination Agreement plus the aggregate proceeds received by NewCo from the PIPE Investment

NOTABLE CONDITIONS TO TERMINATION

  • By the Company or dMY if the Closing has not occurred on or before the date that is the June 11, 2021

BOARD (POST-CLOSING)

  • Mark Locke will continue to lead the business as Chief Executive Officer of NewCo.
  • NewCo’s Board of Directors will include dMY II’s Chairman Harry You and dMY II’s CEO Niccolo de Masi.

ADVISORS

  • Goldman Sachs & Co. LLC is acting as exclusive financial advisor to dMY II.
  • Oakvale Capital LLP is acting as exclusive financial advisor to GSG.
  • Goldman Sachs & Co. LLC acted as lead placement agent for the PIPE transaction.
  • Credit Suisse Securities (USA) LLC and Oakvale Capital LLP also acted as capital markets advisors and placement agents for the PIPE transaction.
  • Kirkland & Ellis LLP is serving as legal advisor to GSG.
  • White & Case LLP served as legal advisor to dMY II.
  • Goldman Sachs & Co. LLC acted as the sole bookrunner of dMY II’s IPO.
  • Needham & Co. also acted as underwriter.

MANAGEMENT & BOARD

Executive Officers

Niccolo de Masi, 39
Chief Executive Officer & Director

Mr. de Masi is also the chief executive officer and director of dMY Technology Group, Inc. Mr. de Masi has been a member of the board of directors of Glu (Nasdaq: GLUU) since January 2010, and has served as chairman since December 2014, as interim chairman from July 2014 to December 2014 and as president and chief executive officer from January 2010 to November 2016. Mr. de Masi has been the chief innovation officer at Resideo Technologies, Inc. (NYSE: REZI) since February 2019, a member of its board of directors since October 2018, and was president of products and solutions from February 2019 until January 2020. Mr. de Masi served as the president of Essential from November 2016 to October 2018. Mr. de Masi served on the board of directors of Xura and its audit committee from November 2015 until August 2016. From 2008 to 2009, Mr. de Masi led Hands-On Mobile as its chief executive officer. From 2004 to 2007, Mr. de Masi was the chief executive officer of Monstermob. Mr. de Masi serves on the Leadership Council of the UCLA Grand Challenges. Mr. de Masi received his B.A. and MSci. degrees in physics from Cambridge University.

 

Board of Directors

Harry L. You, 61
Chairman of the Board

Mr. de Masi is also the chairman of dMY Technology Group, Inc. Mr. You served as the executive vice president of EMC (formerly NYSE: EMC) in the office of the chairman from 2008 to 2016. From 2008 to 2016, Mr. You served as the executive vice president of EMC in the office of the chairman. In September 2016, Mr. You founded GTY (Nasdaq: GTYH), in which Mr. You served as its president, chief financial officer and director until February 2019 when GTY consummated its initial business combination, served as its president from February 2019 to May 2019 and as its chief financial officer from February 2019 through August 2019, and has served as its vice chairman since May 2019. Mr. You also served as GTY’s president from May 7, 2019 to May 20, 2019. Mr. You served as a director of Korn/Ferry International from 2004 to October 2016 and has been a trustee of the U.S. Olympic Committee Foundation since August 2016. Mr. You was chief executive officer of BearingPoint from 2005 to 2007. He also served as BearingPoint’s interim chief financial officer from 2005 to 2006. From 2004 to 2005, Mr. You served as executive vice president and chief financial officer of Oracle (NYSE: ORCL), and was also a member of the board of directors of Oracle Japan. From 2001 to 2004, Mr. You served as chief financial officer of Accenture. Mr. You also previously spent fourteen years on Wall Street, including serving as a managing director in the Investment Banking Division of Morgan Stanley, where he headed the Computer and Business Services Group. Mr. You has served as a member of the board of directors of Broadcom Inc. (Nasdaq: AVGO) since January 2019. Mr. You holds an M.A. in Economics from Yale University and a B.A. in Economics from Harvard College.

Darla Anderson, 60
Director

Ms. Anderson is an Academy Award and Golden Globe winning feature film producer. From 1993 to March 2018, Ms. Anderson was a producer at Pixar Animation Studios, where she produced films such as “Coco,” “Toy Story 3,” “Cars,” “A Bug’s Life,” “Monsters, Inc.”. Following her tenure at Pixar, Ms. Anderson joined Netflix as a producer. Ms. Anderson was elected to the Producers Council Board of the Producers Guild of America in July 2008. Prior to joining Pixar, Ms. Anderson worked with Angel Studios as the executive producer of their commercial division. Ms. Anderson has served as a member of the board of directors of Glu (Nasdaq: GLUU) since March 2019 and is currently a director of dMY Technology Group, Inc. Ms. Anderson holds a Bachelor of Arts degree in Environmental Science from San Diego State University.

Francesca Luthi, 44
Director

Ms. Luthi currently serves as the executive vice president and chief communications and marketing officer at Assurant, Inc. since 2016. After joining Assurant in 2012, Ms. Luthi was the senior vice president of investor relations, marketing and communications from 2014 until 2015. Prior to joining Assurant, Ms. Luthi served as the senior vice president of corporate communication and investor relations at Accretive Health. Before this, Ms. Luthi held senior-level investor relations and communication roles at BearingPoint and Accenture. Ms. Luthi also helped establish the investor relations department at Omnicom Group after serving as a financial analyst in the Investment Banking Division at Morgan Stanley. Ms. Luthi is currently a director of dMY Technology Group, Inc, Ms. Luthi holds a Bachelor of Science degree in Economics from Georgetown University’s School of Foreign Service.

Charles E. Wert, 75
Director

Mr. Wert has served as a director and chairman of the audit committee of GTY (Nasdaq: GTYH) since completion of its initial public offering in 2016. From 2014 to 2016, Mr. Wert served as the vice chairman and as a director at Evercore Trust Company, N.A., or Evercore, which he formed and organized and was previously the president and chief executive officer from 2009 to 2014. Prior to joining Evercore, Mr. Wert served as an executive vice president and senior trust officer of U.S. Trust Company N.A. for over 20 years. Mr. Wert also founded United Mercantile Bank and Trust Company and served as its president and senior trust officer from 1982 until 1987. Mr. Wert is the principal of Fiduciary Resolutions, where he has been a fiduciary expert since June 2016, providing expert witness services and analysis as well as reviewing corporate governance and other processes use by fiduciaries. Mr. Wert is currently a director of dMY Technology Group, Inc. Mr. Wert holds a bachelor’s degree in Business Administration and Finance from California State University at Los Angeles.

ByRoman Developer