IG Acquisition Corporation *

IG Acquisition Corporation *

Oct 19, 2020 by Roman Developer

LIQUIDATION – 1/6/23 – LINK

  • As of the close of business on January 11, 2023, the Public Shares will be deemed canceled and will represent only the right to receive the redemption amount of $10.12

The below-announced combination was terminated on 1/6/23.  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: PlayUp Limited

ENTERPRISE VALUE: $399.7 million
ANTICIPATED SYMBOL: tbd

IG Acquisition Corporation proposes to combine with PlayUp Limited, a global sports, entertainment, and betting operator that develops its own proprietary technology to power its brand and offering.

  • As an entertainment and technology company offering online sports betting and iGaming in the United States and online betting, Daily Fantasy Sports and eSports throughout Australia, PlayUp has developed BEST to be a highly scalable and robust online betting platform that provides an integrated product experience.
  • The BEST platform will allow users to have a single account, single wallet and single app in the United States or Australia to make bets across all supported betting products.
  • All BEST intellectual property is self-developed and owned by PlayUp.
  • PlayUp is already live in the United States (New Jersey and Colorado with sports betting and across more than 25 States with Slots+) and has positioned itself for growth by capitalizing on its experience as an Australian operator since 2017 and having strong market access in the United States (11 online sports betting and/or iGaming market access agreements across 8 states).
  • PlayUp has also assembled an experienced in-house risk management team that trades all United States and Australian sports, as well as racing.

SUBSEQUENT EVENT – 12/8/22 – LINK

  • On December 8, 2022, IGAC, the Company, Parent and Merger Sub entered into an Amendment Agreement to amend the BCA and the SID.
    • The Amendment Agreement removes all exclusivity provisions from the BCA and the SID and permits IGAC, on the one hand, and the Company, Parent and Merger Sub, on the other hand, to discuss alternative potential business combinations with alternative target companies.
    • The Amendment Agreement also provides that either IGAC, on the one hand, or the Company, Parent and Merger Sub, on the other hand, may immediately terminate the BCA and the SID if either has agreed final terms (such as a letter of intent) with a third party to enter into a business combination and intends to enter into those business combination terms with the third party.

EXTENSION – 9/30/22 – LINK

  • The Company’s approved an extension of the date by which the Company has to consummate a business combination from October 5, 2022, to April 5, 2023.
  • The Company will deposit $101,433.52 into the Trust Account in connection with the first drawdown under the Note as well as $101,433.52 into the Trust Account for each calendar month (commencing on November 6, 2022, and ending on the 5th day of each subsequent month), that is needed by the Company to complete an initial business combination.
  • In connection with the Meeting, stockholders holding 27,464,162 Public Shares exercised their right to redeem their shares for a pro-rata portion of the funds in the Trust Account.
  • As a result, approximately $275.7 million (approximately $10.04 per Public Share) will be removed from the Trust Account to pay such holders and approximately $25.5 million will remain in the Trust Account.
  • Following redemptions, the Company will have 2,535,838 Public Shares outstanding.

TRANSACTION

  • The transaction values PlayUp at $350 million at closing.
  • The transaction is expected to close in the first quarter of 2023.
  • PlayUp Limited announced that it is working through completion of the certification process by GLI and, therefore, is closing in on approval to launch its proprietary Betting, Entertainment and Sports Technology Platform (“BEST“) in the United States markets.

IG Transaction Overview


STANDBY EQUITY PURCHASE AGREEMENT

  • Concurrently with the parties entering into the BCA and SID, Parent entered into a Standby Equity Purchase Agreement (“SEPA”) with YA II PN, Ltd. (“Yorkville”) pursuant to which Parent has the option, but not the obligation, to issue an aggregate amount of up to $70 million of Parent Shares at the time of Parent’s choosing during the term of the agreement, subject to certain limitations, including caps on issuance and subscriptions based on trading volumes.
  • Each advance under the SEPA may be for an aggregate amount of Parent Shares purchased at 97% of the Market Price during a one or three-day pricing period elected by Parent.
  • The “Market Price” is defined in the SEPA as the VWAP during the trading day, in the case of a one-day pricing period, or the lowest daily VWAP of the three consecutive trading days, in the case of a three-day pricing period, commencing on the trading day on which Parent submits an Advance notice to Yorkville.
  • The “VWAP” means, for any trading day, the daily VWAP of Parent Shares for such date on Nasdaq as reported by Bloomberg L.P. during regular trading hours.
  • The SEPA will continue for a term of three years commencing from the sixth trading day following the closing of the Proposed Business Combination.

LOCK-UP

Company:

  • Prior to the Second Court Date, certain shareholders will enter into lock-up agreements with Parent pursuant to which such shareholders will agree not to sell any Parent Shares beneficially owned by such shareholders immediately following the closing for a period of time beginning on the closing date of the Proposed Business Combination and ending on the one-year anniversary of the closing date.

Sponsor:

  • Sponsor and certain directors and officers of IGAC will enter into lock-up agreements, pursuant to which, they will not sell shares held by them until one year or until a $12.00 VWAP is reached for 20 out of 30 consecutive trading days.

NOTABLE CONDITIONS TO CLOSING

  • Consummation of the Proposed Business Combination and the Scheme is subject to committed but unfunded equity and debt financing, being equal to or greater than $60 million, with at least $36 million in funds available or available to be drawn at closing (the “Minimum Committed Funds Condition”).

NOTABLE CONDITIONS TO TERMINATION

  • The SID & BCA may be terminated by either party if the Federal Court of Australia or another government agency (including any other court) has taken any action permanently restraining or otherwise prohibiting or preventing the Proposed Business Combination and the action or refusal has become final and cannot be appealed or reviewed or the party, acting reasonably, believes that there is no realistic prospect of a successful appeal or review succeeding by June 30, 2023 (the “End Date”)

ADVISORS

  • Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal counsel to IG Acquisition Corp.
  • Richards, Layton & Finger, PA is acting as special Delaware counsel to IG Acquisition Corp.
  • DLA Piper is acting as legal counsel to PlayUp.
  • Innovation Capital, LLC is acting as financial advisor to PlayUp.

MANAGEMENT & BOARD


Executive Officers

Christian Goode, 45
Chief Executive Officer and Directorr

Mr. Goode has served as Co-Founder and Chief Executive Officer of Ivory Gaming Group, a casino management company, since January 2015. From October 2011 to January 2015, Mr. Goode was President of Genting Americas, the U.S. subsidiary of The Genting Group, a global conglomerate. From September 2010 to October 2011, he served as the Chief Financial Officer of Resorts World Casino, where he was responsible for the development of the Resorts World New York City project that opened in 2011. From August 2007 to September 2010, Mr. Goode was a partner with G. Michael Brown & Associates, a gaming industry focused advisory firm. He has also served as Controller and Director of Legal Compliance for several casinos, including Seneca Gaming Corporation (from February 2006 to August 2007) and Penn National Gaming, Inc. (from August 2005 to February 2006). Mr. Goode graduated with a J.D./M.B.A and a B.S. in Business Administration from University of Buffalo. 


Edward Farrell, 56
Chief Financial Officer

Mr. Farrell has worked in the casino industry for over 30 years. From January 2016 to June 2020, Mr. Farrell served as Chief Financial Officer and President of Genting Americas where he oversaw operations in North America for The Genting Group. From June 2011 to May 2019, he served as the President of Resorts World Las Vegas, Resorts World Miami, Resorts World Bimini and Resorts World Casino New York City. Mr. Farrell worked at the MGM Reno from September 1987 to November 1988 and participated in the opening of several casino properties, including The Mirage in Las Vegas in 1989. He served as Senior Vice President of Finance for Foxwoods and MGM at Foxwoods in southern Connecticut from May 2009 to November 2010. He served on the board of directors of Resorts World Miami and Resorts World Bimini from November 2014 to June 2020. Mr. Farrell graduated from the University of Nevada Reno with a Bachelor of Science in Accounting.


 

Board of Directors

Bradley Tusk, 46
Chairman

Mr. Tusk is a venture capitalist, political strategist, philanthropist and writer. Since June 2015, he has served as Chief Executive Officer and co-founder of Tusk Ventures, a venture capital fund that invests solely in early stage start-up companies in highly regulated industries. He has served as founder and Chief Executive Officer of Tusk Strategies, a political consulting firm, since 2010. Since 2015, he has served as co-founder and Chairman of Ivory Gaming Group, a casino management company. Mr. Tusk received a B.A. in English from the University of Pennsylvania and a J.D. from the University of Chicago.


Abigail May, 45
Director 

Ms. May is a private equity fund veteran with operational experience in the financial services industry. Since June 2017, she has served as a Senior Advisor to Flatiron Venture Partners, an early-stage venture fund based in New York. From March 2015 to June 2017, she served as a Managing Director at Atlas Merchant Capital, an investment firm focused on direct investments in the financial services industry. From August 2010 to January 2012, Ms. May served as a Managing Director at BAWAG P.S.K, an Austrian commercial bank, working in both their risk department and international corporate investment division. She worked at Cerberus Capital Management from 1998 to 2010, where she focused on private equity, direct lending, distressed investment opportunities and secondary market transactions for both trading and control positions. She was a member of multiple boards of directors of portfolio companies of her employer. Ms. May graduated from the University of Pennsylvania with a Bachelor of Arts in Economics and Sociology.


Kenneth Kweku, 50
Director 

Mr. Kweku has over three decades experience in information technology, business development, and over a decade of experience in hospitality, real estate development and construction. Since January 2016, he has served as the president of Kweku Development Corporation, a design and build firm focused on residential and commercial development. Since September 2006, he has served as the founder and president of the Smart Home Group, LLC, a property management firm with vacation and corporate rental assets. From 1987 to 2010, Mr. Kweku served as the President of Kweku Technology Solutions, a full-service technology consulting firm he established. From 2002 to 2009, he founded and served as the President of Signal Media Group, a tech media firm which delivered IT and business-related information to entrepreneurs and small businesses. Mr. Kweku studied business while attending Mercy College.


Catharine Dockery, 28
Director 

Ms. Dockery is the founding partner of Vice Ventures, a venture fund started in June 2019 that invests in early-stage companies in such industries as cannabis, alcohol, e-sports, and addiction recovery. Prior to launching Vice Ventures, Ms. Dockery was an early member of the digitally native vertical brands M&A team at Walmart from March 2018 through August 2018, working in the e-commerce division. Prior to joining Walmart, Ms. Dockery managed the venture investments of a family office and acted as its chief of staff from November 2016 to March 2018. From June 2014 to January 2016, Ms. Dockery was an Analyst on a high yield trading desk at Citigroup. Ms. Dockery was president of her class at New York University’s Gallatin School of Individualized Study, where she studied a self-directed major on the intersection of neuroscience and finance.


Peter Ward, 62
Director 

Mr. Ward is the owner of Ward Strategies LLC, a consultancy he founded in August 2020. From 1979 until his retirement in August 2020, he served in various positions, including President, of the New York Hotel & Motel Trades Council, AFL-CIO, the union that represents more than 35,000 hotel workers in New York City, Northern New Jersey and the Westchester and Albany-Saratoga areas. He is a former board member of the Convention and Visitors Bureau, the predecessor of NYC & Company, a former co-chair of the Hudson Yards coalition, and a former board member of the Metropolitan Transportation Authority.