Goal Acquisitions Corp. *
PROPOSED BUSINESS COMBINATION: Digital Virgo Group
ENTERPRISE VALUE: $598 million
ANTICIPATED SYMBOL: tbd
Goal Acquisitions Corp. proposes to combine with Digital Virgo Group
Digital Virgo is a mobile payment specialists, implementing powerful monetization ecosystems for telecom operators and merchants, serving as a single destination for customers’ mobile content, entertainment, and commerce needs. Digital Virgo deploys global strategies to optimize the payment that consider strategic aspects such as localization, monetization, digital marketing, customer care or regulatory & compliance framework. Digital Virgo’s technological hub made of innovative platforms and tools enables them to respond to their partners’ main challenges of scalability, complexity and security to drive their growth while improving their users’ experience. With more than 2 billion connected users and operating in 40+ countries, Digital Virgo’s global network of local offices allows them to roll out scalable and secure mobile commerce experiences worldwide.
EXTENSION – 8/8/24 – LINK
- The SPAC approved the extension from August 8, 2024 to May 8, 2025.
- 41,152 shares were redeemed at the meeting.
- No contribution will be made into the trust account.
EXTENSION – 2/7/24 – LINK
- The SPAC approved the extension from February 10, 2024 to August 8, 2024.
- 52,181 shares were redeemed at the meeting for $10.75 per share.
- No contribution will be made into the trust account.
EXTENSION – 11/14/23 – LINK
- The SPAC approved the extension from November 15, 2023 to February 10, 2024.
- 571,909 shares were redeemed at the meeting for $10.70 per share.
- No contribution will be made into the trust account.
EXTENSION – 8/14/23 – LINK
- The SPAC approved the extension from August 16, 2023 to August 23, 2023, subject to extension by the board of directors on a day-by-day basis, with the ability to extend up to seven days at a time in advance, for a maximum of ninety-days.
- 8,708,098 shares were redeemed at the meeting for $10.48 per share.
- No contribution will be made into the trust account.
EXTENSION – 2/13/23 – LINK
- The SPAC approved the extension from February 16, 2023 to March 18, 2023, subject to extension by the board of directors for up to five additional thirty-day periods
- $287.5K per month will be deposited into the trust account.
- 16,328,643 shares were redeemed for approximately $10.13
TRANSACTION
- The transaction was unanimously approved by the Digital Virgo Strategic Committee and the Goal Board of Directors. It is expected to close in the first quarter of 2023
SPAC FUNDING
- The execution of definitive agreements for a $100 million committed capital-on-demand facility.
EARNOUT
- 5 million shares of common stock of Goal (valued at $10 per share), subject to certain earn-out provisions, which will be deposited in escrow and will be released if certain adjusted EBITDA and share price targets are met.
- 2.5M shares will be released if the share price exceeds $15.00 for 20/30 trading days from the Closing Date until the ending of December 31, 2026
- 2.5M shares will be released if the Company’s EBITDA for any fiscal year ending on or before December 31, 2027 is equal or greater than $60,000,000
LOCK-UP
- Sponsor and Company
- 6 months from the Closing Date
FORFEITURE AGREEMENT
- The Sponsor agreed to forfeit 646,875 shares of Common Stock for no consideration effective as of the Closing.
NOTABLE CONDITIONS TO CLOSING
- A minimum of $20 million in cash being available at closing
- The delivery by the Company of a fully executed and binding CCOD for at least $100,000,000 of post-Closing capital meeting certain terms set forth in the Business Combination Agreement
- The Company has at least US$5,000,001 of net tangible assets remaining after giving effect to redemptions.
NOTABLE CONDITIONS TO TERMINATION
- If the Closing has not occurred by February 15, 2023 (the “Termination Date”), which Termination Date shall automatically be extended for a three (3)-month period if the Closing has not occurred by reason of
- (A) the SEC review process taking longer than anticipated resulting in the special meeting being unable to be held prior to the Termination Date or
- (B) regulatory approvals are not received prior to the Termination Date, and such failure in closing on or before the Termination Date is not due to the breach of the Business Combination Agreement by the party seeking to terminate
- Each party will be required to pay a $2M termination fee to the other party if either party breaks any of the conditions to closing.
ADVISORS
- JMP Securities, a Citizens Company, is serving as financial advisor to Goal Acquisitions.
- Winston & Strawn LLP and Peltier Juvigny Marpeau & Associés are serving as legal counsel to Digital Virgo.
- Proskauer Rose LLP is serving as legal counsel to Goal Acquisitions.
- Latham & Watkins LLP is serving as legal counsel to JMP Securities, a Citizens Company.
MANAGEMENT & BOARD
Executive Officers
Harvey Schiller, 81
Chief Executive Officer
General Schiller is Chairman of Charlestowne Holdings, a financial advisory firm (2018-present). He is Vice Chairman of the digital, media and sports practice of the Diversified Search Group (2015-present). He previously served as Commissioner of the Southeastern Conference (1986-1990) and America’s Cup (2015-2017), executive director of the United States Olympic Committee (1990-1995), president of Turner Sports (1995-2000), president of Atlanta Thrashers NHL hockey team (1997-1999), Chairman of the financial services firm Assante USA (2002-2004), Chairman of the security firm Global Options (2006-2013), and Chairman of YankeeNets, owners of the New York Yankees, New Jersey Devils, and New Jersey Nets (2000-2002) and developer of the YES network (2001-2002). He is lead director of Mesa Air Group (2015-present), and board member of Blinktbi (2018-present) and chair of Sportsgrid and the Collegiate Sports Management Group (2018-present). General Schiller served a distinguished career as an Air Force pilot (1962-1986) and was a Presidential appointed permanent professor (1980-1986) at the U.S. Air Force Academy and White House Commission on Presidential Scholars (2005-2009). Other appointments include NCAA executive committee (1982-1988), Olympic Games consultant (1984-2012), International Baseball President, board member of the Baseball Hall of Fame (present) and World Baseball Classic (present). General Schiller is a distinguished graduate of The Citadel and earned a PhD in Chemistry from the University of Michigan.
William T. Duffy, 64
Chief Financial Officer and Chief Operating Officer
Mr. Duffy serves as the Vice Chairman of The Aspire Sports Marketing Group, LLC (“Aspire”), a sports consulting firm which he co-founded in 2008. From 2016 to 2019, he was the CEO of Aspire and he previously held other positions at Aspire, including two years as COO, and has served on its board of managers since 2014. Mr. Duffy’s career has focused on turnarounds of underperforming franchises with a focus on maximizing employee performance and revenue generation and reducing operating costs, while creating cultures of accountability through hands on leadership and career development of employees. His international experience at Aspire includes consulting on projects with The R & A, Leicester City FC and Tijuana Xolos (Liga MX). From 2010 to 2013, Mr. Duffy briefly left Aspire and oversaw finance and arena operations in a variety of roles at Bobcats Sports and Entertainment, including roles as EVP, CFO and CAO. He served as liaison to the City of Charlotte for the expansion NBA Franchise Charlotte Bobcats and Time Warner Cable Arena. Prior to Aspire, Mr. Duffy held the positions of CFO of the San Francisco 49ers (1996-1999), CAO of the Buffalo Bills (1999-2000), CFO of the Florida Panthers (2001-2003) and EVP, CFO of Atlanta Spirit, LLC (2004-2008), a group that bought the operating rights of the Atlanta Hawks, Atlanta Thrashers and Philips Arena in 2004 Mr. Duffy holds a Masters of Science in Accounting from New York University, and AB in Economics from Princeton University and has earned a CPA.
Board of Directors
David Falk, 70
Director, Senior Advisor
Mr. Falk is the founder of Falk Associates Management Enterprises (FAME) which provides specialized and personal representation services to the company’s elite clientele of NBA superstars. Prior to founding FAME in 1992, Mr. Falk served as vice chairman of ProServ where he represented numerous professional athletes. Mr. Falk has successfully negotiated a number of large and notable NBA contracts, including Alonzo Mourning’s historical $100 million contract in 1995 and Michael Jordan’s 1996 one-year contract for $30 million. Mr. Falk was also influential in the creation of the “Air Jordan” brand and was an executive producer of the movie “Space Jam.” Mr. Falk is an investor in Consumable, a digital advertising company, Hyperwave, a cooking technology company, Ostendo, a quantum photonics technology company, Wheels Up, an aviation company, and Block Six Analytics. Mr. Falk first attended and is now a member of the Board of Trustees for Syracuse University. Mr Falk endowed and founded the David B. Falk College of Sports and Human Dynamics at Syracuse University, a leading sports program in the U.S.
Donna Orender, 63
Director
Ms. Orender spent 17 years at the PGA TOUR where she served as one of three senior executives in the Office of the Commissioner. During her time there, she exponentially grew the TOUR’s television rights and led a major expansion of global production, programming distribution and digital business while also founding PGA TOUR Radio with partner Sirius XM. From 2005 to 2010, Ms. Orender served as the President of the WNBA. During her term business metrics that saw growth included sponsorship, television ratings, profitability and attendance growth (following an eight year decline). Ms. Orender began her current role as Chief Executive Officer of Orender Unlimited, a consulting and advisory firm, in 2011. Ms. Orender serves on the nominating and compensation committees for the V Foundation for Cancer Research board, the board of the World Surf League, and is the founder of Generation W, an organization that focuses on educating, inspiring and connecting women and girls in the service of building better communities. Ms. Orender received a B.A. from Queens College and is a multiple hall of fame athlete. Ms. Orender received a B.A. from Queens College.
Kenneth L. Shropshire, 65
Director
Mr. Shropshire has been a faculty member of the Wharton School at the University of Pennsylvania (“Wharton”) since 1986, where he is now an emeritus professor, with an expertise in sports business and law. During his tenure at Wharton, Mr. Shropshire founded the Wharton Sports Business Initiative in 2004, a sports business research center and served as a director until 2017. One such example of the innovative programming Mr. Shropshire developed at Wharton includes the NFL/NFLPA Player Business Education Transition Program. Currently, in addition to being a professor emeritus at Wharton, Mr. Shropshire is the Chief Executive Officer of the Global Sport Institute, and serves as the Adidas Distinguished Professor of Global Sport at Arizona State University since joining in 2017. Mr. Shropshire has served as a director of Moelis & Company since 2014. In addition, Mr. Shropshire acts as an advisor to multiple organizations in the sports industry, including Altius Sports Partners, Arctos Sports Partners, Overtime Elite, and Pro Sports Assembly. Mr. Shropshire earned an undergraduate degree in economics from Stanford University and a law degree from Columbia University, and is a member of the California bar. He joined the law firm of Manatt, Phelps, Rothenberg and Tunney in Los Angeles prior to working with the 1984 Olympic Games and beginning his lengthy career at Wharton. Mr. Shropshire was also the former President of the Sports Lawyers Association, the largest organization of sports lawyers in the world.