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Horizon Acquisition Corporation

Horizon Acquisition Corporation

Oct 19, 2020 by Roman Developer

PROPOSED BUSINESS COMBINATION: Vivid Seats Inc.

ENTERPRISE VALUE: $2.059 billion
ANTICIPATED SYMBOL: SEAT

Horizon Acquisition Corporation proposes to combine with Vivid Seats Inc. Vivid Seats is one of North America’s most trusted independent marketplaces for tickets to live sports, concerts and theater events, and the industry’s leading provider of technology platforms and service solutions. Founded in 2001, the Chicago-based tech company offers exceptional affordability across one of the widest selections of premium tickets and event packages, as well as a loyalty program, Vivid Seats Rewards, that helps the everyday fan and superfans alike earn credit back. Selected by organizations like ESPN, Rolling Stone, the Los Angeles Clippers and University of Tennessee to serve as official ticketing partners, Vivid Seats supports all confirmed orders with a dedicated, award-winning customer service team to ensure the safest and most convenient purchase experience.

Vivid Seats Investment Highlights

  • Successful and growing marketplace serving the concert, sports and theater markets through leading technology and service platforms
  • Scaled marketplace supporting over 12 million customers and 3,400 sellers transacting across more than 200,000 listed events
  • Delivers unique and unparalleled value through Vivid Seats Rewards, a customer loyalty program that delivers additional value to fans, and industry leading customer service
  • Compelling cash flow profile with minimal capital spending and favorable working capital dynamics
  • Strong reputational gains with buyers and sellers driven by accommodating policies throughout the COVID-19 pandemic create unique opportunity to drive outsized growth during post-pandemic recovery

The new company, which will be led by Vivid Seats CEO Stan Chia, will continue to be managed by its highly experienced management team, including CFO Lawrence Fey. Todd L. Boehly, Chairman and CEO of Horizon and Eldridge, will join the Vivid Seats Board of Directors.


TRANSACTION

  • Institutional investors have committed to a private investment of $225 million in Class A common stock of the combined company that will close concurrently with the business combination.
  • Horizon has $544 million of cash in its trust account, of which $155 million was previously invested by Sponsor.
  • $750 million of proceeds used for debt repayment and capital structure optimization
  • Existing Vivid Seats shareholders will roll 100% of their equity into the new company, with all proceeds from this transaction being used for debt repayment and capital structure optimization.
  • It is anticipated that the combined company will have an equity market capitalization at closing of approximately $1.95 billion.

hzac trans overview


PIPE

  • $225 million in Class A common stock at $10.00 per share.

NOTABLE CONDITIONS TO CLOSING

  •  If the amount of cash available in the Trust Account (the “Available Horizon Cash”) after (i) deducting the amount required to satisfy the Horizon Share Redemption Amount and (ii) including the PIPE Subscriptions is reasonably expected to be less than $380,000,000 as of the Closing, then Sponsor and its Affiliates shall be entitled, with the prior written consent of Topco, to arrange for the purchase by third Persons of additional shares of Horizon Common Stock at a price per share of $10.00 in an aggregate amount such that the Available Horizon Cash is, at or immediately prior to the Closing, equal to at least the Minimum Available Horizon Cash Amount after giving effect to such purchases, and such purchases made pursuant to this sentence shall be added to the definition and amount of Available Horizon Cash

NOTABLE CONDITIONS TO TERMINATION

  • Either party may terminate the agreement if closing has not occurred on or prior to October 21, 2021

EXCHANGE AGREEMENT

Sponsor agreed to irrevocably tender to Horizon 13,599,608 shares of Horizon Class B Common Stock for cancellation in exchange for:

  • Warrants to purchase 17,000,000 shares of Horizon Class A Common Stock, at an exercise price of $10.00 per share
  • Warrants to purchase 17,000,000 shares of Horizon Class A Common Stock at an exercise price of $15.00 per share
  • 50,000 shares of Horizon Class A Common Stock

LOCK-UP

Sponsor and target shareholders agree not to transfer shares or warrants for a lock up period as follows:

  • 50.0% of such shares and warrants will be subject to lock-up restrictions until the six (6) month anniversary of Closing
  • 50.0% of such shares and warrants will be subject to lock-up restrictions until the twelve (12) month anniversary of Closing; provided that 50.0% of these shares and warrants shall be released from the lock-up early upon the occurrence of both (a) the post-Closing share price exceeding $15.00 per share for twenty (20) trading days within a consecutive thirty (30)-trading day period commencing at least five (5) months after Closing and (b) the average daily trading volume exceeding one million (1,000,000) during such period

ADVISORS

  • Evercore is acting as exclusive financial and capital advisor to Vivid Seats.
  • Latham & Watkins LLP is acting as legal advisor to Vivid Seats.
  • Credit Suisse is acting as lead financial and capital markets advisor to Horizon.
  • Deutsche Bank Securities and RBC Capital Markets are also acting as financial and capital markets advisors to Horizon.
  • Kirkland & Ellis LLP is acting as legal advisor to Horizon.
  • Credit Suisse and Evercore acted as co-placement agents on the private offering.

MANAGEMENT & BOARD


Executive Officers

Todd L. Boehly, 46
Chief Executive Officer, Chief Financial Officer & Director

Mr. Boehly is the Co-founder, Chairman and Chief Executive Officer of Eldridge, a holding company with a unique network of businesses across finance, technology, real estate and entertainment. Prior to founding Eldridge in 2015, Mr. Boehly worked at Guggenheim Partners, the global asset manager, from 2002 to 2015, and was President of Guggenheim Partners from 2011 to 2015. Mr. Boehly is a Board member of Kennedy-Wilson. Mr. Boehly received his B.B.A. from the College of William & Mary in 1996. He has also studied at the London School of Economics.


Robert Ott, 34
Vice President

Mr. Ott is a Senior Director at Eldridge Industries. Mr. Ott has been with Eldridge since its inception in 2015, where he has worked as in-house counsel focusing on negotiating and structuring transactions across the firm’s investment platform. Mr. Ott currently serves on the Board of Directors of Maranon Capital. Prior to joining Eldridge, Mr. Ott worked as in-house counsel for the investment management business at Guggenheim Partners from 2011 to 2014. He earned his B.S. in Finance from the University of Maryland and his J.D. from William & Mary Law School. Mr. Ott is also a CFA charterholder.


Kunal Arora, 28
Vice President

Mr. Arora is a Director at Eldridge Industries. Mr. Arora has been with Eldridge since its inception in 2015, where he has been involved in investments across corporate credit, structured credit, private equity, and venture capital. He currently helps oversee Eldridge’s early stage and technology investment platform, focusing on fintech, insurtech, real estate, consumer, sports, and media. Mr. Arora currently serves on the Board of Directors and Credit Committee of Farmhold Financial. Prior to joining Eldridge, Mr. Arora was an investment associate at Security Benefit. He earned his B.A. from the University of Virginia.


 

Board of Directors

David Minella, 67
Director

Mr. Minella has served as the managing member of Minella Capital Management LLC, since 2006. In 2007, Mr. Minella founded Prospect, a special purpose acquisition company that completed its $250 million initial public offering that year. In 2009, Prospect merged with Kennedy-Wilson (NYSE: KW), creating a publicly-traded REIT with the capital to take advantage of distressed opportunities in the real estate market. Mr. Minella remains a Board member of Kennedy-Wilson. From 1997 to 2007, Mr. Minella served as the CEO and a director of Value Asset Management LLC. From 1995 to 1997, Mr. Minella served as the president and CEO of the asset management division of Liechtenstein Global Trust, a wealth and asset management firm. Mr. Minella received a BS in Accounting from Bentley University.


Safwan Shah, 58
Director

Mr. Shah founded PayActiv, a Public Benefit Corporation and Certified B Corp, in 2012 and currently serves as its Chief Executive Officer. Prior to founding PayActiv, Mr. Shah founded Infonox in 1999, which was acquired by TSYS (now Global Payments) and served as its Group Executive from 2009 to 2011. Mr. Shah is a noted public speaker and his work has been featured in the New York Times, Wall Street Journal, LA Times and NPR. Mr. Shah’s book, It’s About TIME, calls for businesses to embrace the mantle of saving the world and has been published by Conscious Capitalism Press. In 2019, Mr. Shah received the George Norlin Award, the highest alumni honor for his devotion towards the betterment of society from Colorado University Boulder, where he got his PhD in aerospace engineering and worked for Bioserve Space Technologies, a NASA center for commercialization of space. Mr. Shah has taught at the Haas School of Business, Berkeley and Baskin School of Engineering in Santa Cruz, and is a graduate of the Stanford Executive Program. Mr. Shah earned a PhD Aero and MS EE from Colorado University Boulder and BS EEE from NED University of Engineering and Technology, Karachi.


Haroon Mokhtarzada, 40
Director 

Mr. Mokhtarzada co-founded Truebill, a budget and bill tracker app, in 2015 and currently serves as its Chief Executive Officer. Prior to founding Truebill, Mr. Mokhtarzada served as the Chief Executive Officer and Chief Product Officer of Webs.com from 2001 to 2011. Webs.com was a popular website creation platform that grew to 50 million users before being acquired by Vistaprint where Haroon led digital product strategy from 2012 to 2016. Mr. Mokhtarzada has a BA in Economics from the University of Maryland, College Park and a JD from Harvard Law.


Michele Trogni, 55
Director 

Ms. Trogni has been an Operating Partner at Eldridge Industries since January 2020. She also currently serves as Chairman of SE2, a leader in technology-driven third-party administration services for the U.S. life and annuity insurance industry. As a technology innovator and agent of change, Ms. Trogni has operated as a global business leader in banking and financial services for more than 30 years. Since 2018, Ms. Trogni has been engaged in venture capital investing and advisory in the fintech space, and throughout her role at Markit was engaged in a number of fintech acquisitions. Ms. Trogni is currently a member of the Deutsche Bank Supervisory board, and also a board member of Morneau Shepell. From 2013 until 2017, Ms. Trogni was Executive Vice President of Consolidated Markets and Solutions for IHS Markit, where she led a portfolio of businesses that deliver data insights, analytics, and technology solutions to financial markets, engineering, and technology companies. Prior to joining Markit in 2013, Michele spent 25 years with UBS, the global wealth management and banking firm. Most recently, she served as UBS’ CIO and Head of Operations. Ms. Trogni earned a BA (Honors) in Accounting from Northumbria University and is a Qualified UK Accountant.