Marquee Raine Acquisition Corp.
PROPOSED BUSINESS COMBINATION: Enjoy Technology
ENTERPRISE VALUE: $1.06 billion
ANTICIPATED SYMBOL: ENJY
Marquee Raine Acquisition Corp. proposes to combine with Enjoy Technology, a technology-powered service platform reinventing “Commerce at Home”.
Enjoy’s mission is to reinvent “Commerce at Home” and disrupt the physical retail model by bringing a personalized, convenient retail experience through the door and into the comfort of a customer’s home. This at-home experience is powered by proprietary technology and data science tools, including real-time applications that manage inventory, routing and staffing, with the support of full-time, trained Experts. Enjoy’s mobile stores enable consumer brands to deepen engagement with their customers and provide customers with a convenient, full-service experience that e-commerce cannot deliver.
Enjoy has formed commercial relationships with several of the world’s leading consumer brands, including AT&T in the United States, BT Group in the United Kingdom, Rogers Communications in Canada, and Apple in select U.S. cities. Enjoy’s mobile stores have a track record of delivering industry-leading customer satisfaction and generating incremental revenue opportunities during Enjoy’s mobile retail experiences.
Enjoy has a significant near-term revenue opportunity in a $265 billion total addressable market in its current categories. With its asset-light model, near-zero customer acquisition costs and significant early infrastructure investments, that opportunity will only grow as the Company moves into new geographies and product categories. The Company has achieved a 100% compound annual revenue growth rate from 2018 to 2020 and expects to achieve more than $1 billion in annual revenue and a 30% adjusted EBITDA margin by 2025, representing a 78% compound annual revenue growth rate from 2020 through 2025.
SUBSEQUENT EVENT – 9/14/21 – 8-K LINK
Second Amendment to the Merger Agreement
- The Second Amendment modifies the Merger Agreement by reducing the amount of the “Base Purchase Price” (as defined in the Merger Agreement) to $882,000,000, which has the effect of reducing the implied equity value of Enjoy on a pre-Business Combination basis by $146,738,000.
Backstop Agreements
- In connection with Business Combination, on September 13, 2021, MRAC entered into backstop agreements with each of Ron Johnson and an entity affiliated with the Ricketts family, pursuant to which the Backstop Subscribers have each agreed to subscribe for and purchase up to 5,000,000 shares of the MRAC’s common stock, par value $0.0001 per share, in the event that more than 26,375,000 public shares of MRAC are submitted for redemption in connection with the Business Combination, for a purchase price of $10.00 per share.
- The number of shares to be purchased pursuant to the Backstop Agreements, in the aggregate, will be equal to the number of public shares submitted for redemption, if any, in excess of 26,375,000 (up to 10 million shares).
Amendment to the Sponsor Agreement
- The Sponsor Agreement Amendment modifies the Sponsor Agreement by increasing the number of founder shares that the Sponsor has agreed to subject to potential forfeiture in the event that certain share price targets are not achieved prior to the fifth (5th) anniversary of the closing of the Business Combination (or a change of control occurs with respect to the post-combination company at or above such share price targets during such period) from 1,121,250 to 2,201,250.
TRANSACTION
- The transaction values the combined company at an implied pro forma enterprise value of approximately $1.06 billion, representing 4.8x the Company’s estimated 2022 revenues.
- The transaction is expected to deliver up to $454 million of gross proceeds to Enjoy, consisting of the contribution of up to approximately $374 million of cash held in Marquee Raine’s trust account and $80 million of additional capital, through a private placement of common stock of the combined company, priced at $10.00 per share.
- Before giving effect to any redemptions by the public stockholders of Marquee Raine:
- Enjoy shareholders will own approximately 67% including options and warrants
- Marquee Raine public shareholders will own approximately 23%
- Private placement investors will own approximately 5%
- Marquee Raine’s sponsor will own approximately 5% of the issued and outstanding shares of common stock
- Enjoy will be capitalized with up to $460 million in cash, including proceeds received from the transaction, Enjoy’s expected rollover cash and after paydown of approximately $47 million in debt.
PIPE
- $80 million at $10.00 per share
SPONSOR AGREEMENT
- Agreed to subject 1,121,250 shares of New Enjoy Common Stock to potential forfeiture in the event that the volume-weighted average closing price of New Enjoy Common Stock does not equal or exceed $15.00 on 20 out of any 30 consecutive trading days after consummation of the Business Combination and prior to and including the fifth (5th) anniversary of the Closing.
LOCK-UP
- with respect to New Enjoy Warrants issued in exchange for the warrants purchased by the Sponsor in a private placement transaction occurring simultaneously with the closing of MRAC’s initial public offering, 30 days following the Closing
- with respect to the shares of New Enjoy Common Stock issued to certain securityholders of Enjoy in connection with the Business Combination, 6 months following the Closing
- with respect to the shares of New Enjoy Common Stock issued to the Sponsor and the independent directors of MRAC in respect of the MRAC Class B Ordinary Shares held by such persons immediately prior to the Business Combination, up to 1 year following the Closing
- with respect to the shares of New Enjoy Common Stock issued as consideration to stockholders of Enjoy in connection with the Merger and to directors, officer and employees of New Enjoy upon the settlement or exercise of equity awards outstanding immediately following the Closing in respect of awards of Enjoy outstanding immediately prior to the Closing, such restrictions will apply for 180 days following the Closing;
NOTABLE CONDITIONS TO CLOSING
- The amount of:
- (x) cash available in the trust account after deducting the amount required to satisfy MRAC’s obligations to its shareholders (if any) that exercise their rights to redeem (but prior to payment of:
- (a) any deferred underwriting commissions being held in the Trust Account and
- (b) any transaction expenses of MRAC or its affiliates) (the “Trust Amount”) plus
- (y) the PIPE Investment Amount, is at least equal to or greater than $250,000,000 minus the amount of any Excluded Financing (not to exceed $60 million).
- (x) cash available in the trust account after deducting the amount required to satisfy MRAC’s obligations to its shareholders (if any) that exercise their rights to redeem (but prior to payment of:
NOTABLE CONDITIONS TO TERMINATION
- If the Closing has not occurred on or before October 28, 2021.
ADVISORS
- The Raine Group (“Raine”) is acting as lead financial advisor to Marquee Raine.
- Houlihan Lokey is acting as financial advisor to Marquee Raine.
- Credit Suisse Securities (USA) LLC (“Credit Suisse”) is acting as lead capital markets advisor and financial advisor to Enjoy.
- Goldman Sachs & Co. LLC (“Goldman Sachs”) is also acting as financial advisor to Enjoy.
- Weil, Gotshal & Manges LLP is acting as legal advisor to Marquee Raine
- Cooley LLP is acting as legal advisor to Enjoy.
- Raine, Credit Suisse and Goldman Sachs are acting as placement agents on the private placement.
MANAGEMENT & BOARD
Executive Officers
Crane H. Kenney, 57
Co-Chief Executive Officer
Mr. Kenney has been the President of Business Operations of the Cubs since 2009. Following the Ricketts family’s acquisition of the Cubs in 2009, Mr. Kenney led the organization’s talent acquisition, strategic planning and execution of the ten-year turnaround that helped transform the Cubs into one of the most valuable teams in Major League Baseball. Prior to his current role at the Cubs, Mr. Kenney was the General Counsel of Tribune Company (then the owner of the Cubs) from 1998 to 2008. Prior to joining Tribune Company, Mr. Kenney was a corporate attorney at Schiff, Hardin & Waite. Mr. Kenney has served on a variety of boards, including Marquee Sports Network, NBC Sports Chicago, The Television Food Network, MLB’s Long Term Strategic Planning Committee, Winona Capital Management (a Chicago-based private equity firm), and the University of Notre Dame Student Advisory Council.
Brett Varsov, 45
Co-Chief Executive Officer
He has been a Partner and Head of M&A at Raine since January 2016, where he is responsible for the firm’s global Mergers and Acquisitions practice and works closely with all of the firm’s partners and sector heads on advisory and investing transactions across the firm’s businesses. Prior to this, he was a Managing Director at Raine from April 2012 to December 2015. At Raine, and during his career, Mr. Varsov has initiated and executed mergers and acquisitions, strategic advisory assignments, investments and financing transactions for many of the world’s leading and emerging media and technology companies. He has also worked on multiple successful SPAC transactions as an advisor to and investor in target companies that have gone public via SPAC merger. Prior to joining Raine, he was in the Technology, Media and Telecom and Mergers and Acquisitions groups at Goldman Sachs where he focused on media and technology companies and worked on public and private M&A, initial public offerings and other strategic and financial advisory transactions. Prior to this, Mr. Varsov worked in the Media and Telecom group at Citigroup within the Investment Banking division. Previously, he acted as director of business development for Digital Club Network (an early digital music venture), founded and published a regional newspaper, and worked in the marketing group of Miller Publishing. Mr. Varsov is on the board of directors of Reigning Champs, a Raine portfolio company. He has a B.A. from the University of Pennsylvania and an M.B.A. from Columbia Business School.
Alexander D. Sugarman, 40
Executive Vice President
Mr. Sugarman has served as Executive Vice President, Business Operations and Chief Strategy Officer of the Cubs since February 2018. Mr. Sugarman has been with the Cubs since 2010, serving in a variety of roles including Senior Vice President, Strategy and Development from January 2015 to June 2015 and Senior Vice President, Strategy and Ballpark Operations from June 2015 to February 2018. Prior to joining the Cubs, Mr. Sugarman served as an associate with GSP from 2006 to 2009. Prior to his time at GSP, Mr. Sugarman was a financial analyst for the National Hockey League.
Joseph Beyrouty, 41
Chief Financial Officer
He has served as the Chief Financial Officer—Management Company at Raine since July 2013. In that role, Mr. Beyrouty oversees accounting, tax and financial reporting for Raine. Prior to joining Raine, he was a Vice President at Moelis & Company Holdings LP, a global investment bank, where he was responsible for overseeing US-based accounting operations. He has also worked at FTI Consulting, providing turnaround and restructuring advice to unsecured creditor committees, Deloitte & Touche LLP, as an auditor and Value Line, Inc., as an equity research analyst. Mr. Beyrouty has a B.B.A. from Emory University and an M.S. in Accountancy from CUNY–Baruch College. He is also a Certified Public Accountant in New York.
Evan Ellsworth, 34
Vice President
Prior to joining Raine, Mr. Ellsworth was a member of the Real Estate, Gaming and Lodging and Financial Sponsors groups within Credit Suisse’s Investment Banking and Capital Markets division, where he worked on a variety of M&A and financing transactions across a range of industries on behalf of public and private corporate clients and financial sponsors. He began his career as an active duty officer in the United States Army. Mr. Ellsworth has a B.A. from Wheaton College and an M.B.A. from the UCLA Anderson School of Management.
Jason Sondag, 37
Vice President
Mr. Sondag has served as Vice President, Strategy and Development of the Cubs since December 2019 and is responsible for driving the strategic planning efforts for the organization, incubating new businesses, and managing external investment opportunities. Other positions Mr. Sondag has held with the Cubs include Director, Strategy and Development from January 2015 to August 2016 and Senior Director, Strategy and Development from August 2016 to December 2019. Prior to joining the Cubs, Mr. Sondag served as an Associate in the Special Situations Group at American Capital from 2007 to 2009. Prior to that he was an investment banking analyst in the financial restructuring group at Houlihan Lokey, Inc. from 2005 to 2007.
Board of Directors
Thomas Ricketts, 55
Co-Chairman and Director
Mr. Ricketts has served as the Executive Chairman of the Cubs since 2009. He also serves as the Chairman of Incapital. Mr. Ricketts currently serves on the boards of Meijer, Inc., Choose Chicago, The Field Museum, The Executive’s Club of Chicago, and The Wood Family Foundation. He was also a founding Director of the Bond Dealers of America. Mr. Ricketts has also been a Director at Ameritrade and, subsequently, TD Ameritrade. Prior to starting Incapital, Mr. Ricketts worked at ABN AMRO Inc., The Chicago Corporation and Mesirow Financial. He was a market maker on the Chicago Board Options Exchange from 1988 through 1994.
Brandon Gardner, 46
Co-Chairman and Director
Mr. Gardner is Co-Founder and Partner of The Raine Group, and serves as the firm’s President and Chief Operating Officer. He is a member of The Raine Group’s investment committee and is active across all aspects of The Raine Group’s business, overseeing the growth of the firm from inception to over $3 billion in assets, with six offices and over 130 employees. Prior to The Raine Group, Mr. Gardner was part of the founding team and the senior operating officer of Serengeti, a multi-strategy investment advisor based in New York City with in excess of $1 billion in assets under management. During his tenure at Serengeti, Mr. Gardner was an active member of the investment team, managing sector- and strategy-specific portfolios. Prior to launching Serengeti in 2007, he was a practicing attorney at Cleary Gottlieb from 1999 to 2007. While at Cleary Gottlieb, Mr. Gardner gained significant experience in complex mergers and acquisitions and structured securities transactions and financing arrangements, representing and advising a wide variety of investment banking and corporate clients. He is on the board of directors of Foursquare, Moonbug Entertainment, Imagine, Thrill One, Reigning Champs and Olo, all portfolio companies of The Raine Group. Mr. Gardner has a B.A. from the University of Pennsylvania, a B.S. from The Wharton School and a J.D. from Columbia University, where he was a Harlan Fiske Stone Scholar.
Thomas Freston, 75
Director
Mr. Freston is a Principal of Firefly3, an investment and consultancy firm focusing on the media and entertainment industries. Mr. Freston has also been a senior advisor to Raine since 2015. He is the former Chief Executive Officer of Viacom, where he also served as Chief Operating Officer. For seventeen years, Mr. Freston was Chairman and Chief Executive Officer of MTV Networks Inc., MTV Inc., Nickelodeon International Ltd., VH1, Comedy Central and other networks. Prior to that Mr. Freston ran a textile business in Afghanistan and India. Currently, he is Board Chairman of the ONE Campaign, an advocacy organization to fight extreme poverty, and serves on the boards of DreamWorks Animation, Moby Media in Afghanistan, Vice in New York, a company in which an investment fund managed by Raine is invested, and is also a Trustee of The Asia Society.
Matthew Maloney, 45
Director
Mr Maloney is founder and Chief Executive Officer of Grubhub, a leading online and mobile food-ordering and delivery marketplace with the largest and most comprehensive network of restaurant partners. Under Mr. Maloney’s leadership, Grubhub has grown its active diner network to more than 27 million users who can order from more than 300,000 takeout restaurants in over 4,000 cities. He led the company through five rounds of investment funding, a 2013 merger with Seamless North American LLC and a 2014 initial public offering. Mr. Maloney currently serves as an advisory board member for The University of Chicago Booth School of Business Polsky Center for Entrepreneurship and a member of ChicagoNEXT, an organization dedicated to driving growth and opportunity in the Chicago business community. He also serves on the board of directors of the Museum of Science and Industry in Chicago. He was named one of America’s most powerful CEOs 40 and under in Forbes Magazine in 2016 and one of the top 50 business people of 2014 by Fortune Magazine. He holds a bachelor’s degree from Michigan State University and two master’s degrees, including an M.B.A., from the University of Chicago.
Assia Grazioli-Venier, 40
Director
In 2016, Ms. Grazioli-Venier launched Muse Capital with her business partner Rachel Springate. Muse Capital is a seed-stage consumer fund investing in Future of Motherhood/Parenting, Education, Telehealth & Wellness, Gaming, Fintech, and Product-lead Communities. Prior to Muse Capital, Ms. Grazioli-Venier also served on the board of advisors of Northzone, one of Europe’s leading technology investment partnerships whose portfolio includes Spotify and iZettle, sold to PayPal in 2018. For several years an innovation investment advisor to Andrea Agnelli at LAMSE, S.p.a. Starting in 2010, Ms. Grazioli-Venier was advisor to Spotify (NYSE: SPOT) for over five years, where she was involved in global strategic initiatives and business expansion efforts, such as forging deals with Tinder, Dubset, helping to establish the Los Angeles office, as well as building out the artist services division across Europe, that contributed to Spotify’s growth and innovation. Ms. Grazioli-Venier kicked-off her career in 2004, creating and launching TV, Radio & Digital for Ministry of Sound, one of the leading dance music brands/record labels in Europe, which later sold to Warner Music. Ms. Grazioli-Venier also currently serves on the board of directors of Italy’s Juventus Football Club (JVTSF). Ms. Grazioli-Venier also serves as co-chair of AllRaise in Los Angeles, which is a non-profit organization championing diversity in the funder and founder ecosystem, and sits on the board of Impact46, a social impact advisory firm catering to family office foundations.

