Sports Ventures Acquisition Corporation

Sports Ventures Acquisition Corporation

Oct 16, 2020 by Roman Developer

The below-announced combination was terminated on 6/16/22.  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. In connection with the execution of the Termination Agreement, DNEG has paid a fee of $1,500,000 to Sponsor.

PROPOSED BUSINESS COMBINATION: DNEG [TERMINATED on 6/16/22 – LINK]

ENTERPRISE VALUE: $1.706 billion
ANTICIPATED SYMBOL: TBD

Sports Ventures Acquisition Corporation proposes to combine with DNEG, a high-growth, technology-enabled visual effects and animation company executing ground-breaking, award-winning work for the world’s largest content creators.

DNEG is a leading technology-enabled visual effects (VFX) and animation company for Hollywood studios, streaming services and production companies worldwide, with operations based in North America (Los Angeles, Montréal, Toronto and Vancouver), Europe (London) and Asia (Bangalore, Chandigarh, Chennai and Mumbai). With more than 20 years of industry experience, DNEG has been awarded six out of the last ten Academy Awards® for ‘Best Visual Effects.’ Formed through the 2014 merger of Prime Focus (founded in 1997) and Double Negative (founded in 1998), DNEG has focused historically on building close working relationships with filmmakers.

DNEG is positioned to be a true, global media powerhouse, with its fast-growing visual effects and animation businesses and significant opportunity to expand into new geographic markets, as well as adjacent products such as gaming, further accelerating its lead in visual effects and animation.


TRANSACTION

  • The transaction implies an enterprise value of approximately $1.7 billion for the combined company, representing approximately 11.4x FY2023E (ending March 31, 2023) adjusted EBITDA.
  • Current DNEG equity holders will retain approximately 71% ownership in DNEG and will, assuming no redemptions by Sports Ventures’ existing public stockholders, roll 85% of their equity interests into the pro forma company.
  • Concurrently with the consummation of the proposed business combination, investors have committed to purchase $168 million of common stock of the combined company at a purchase price of $10 per share.
    • The $168 million PIPE investment is anchored by top-tier institutional and private investors including affiliates of Sports Ventures, Novator Capital Limited, affiliates of Fairfax Financial and Arbor Financial.
  • Contingent upon and concurrently with the closing of the proposed transaction, DNEG will enter into new senior secured credit facilities, consisting of a $325 million term loan facility that will be fully drawn at closing, and a $125 million revolving credit facility.

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PIPE

  • $168 million of common stock of the combined company at a purchase price of $10 per share.
    • The $168 million PIPE investment is anchored by top-tier institutional and private investors including affiliates of Sports Ventures, Novator Capital Limited, affiliates of Fairfax Financial and Arbor Financial.
  • In addition, SVAC is continuing discussions with certain other potential private investors. The PIPE Investment will be consummated substantially concurrently with the Closing.

LOCK-UP

Company and Sponsors

  • (25%) One year lock-up with an early expiration at 6 months if the shares are trading at $12 for 20/30 trading days
  • (75%) 6-month early exploration if the price thresholds are hit and the rest will unlock 2 years after the business combination.

BACKSTOP AGREEMENT

  • An affiliate of Sports Ventures has agreed to backstop a portion of the $350 million minimum cash condition
    • (ii) “Backstop Subscription Share Amount” shall be equal to the quotient of (x) the Minimum Cash Shortfall divided by (y) the BPS Per Share Price.
  • The price per share of the Backstop Purchase Shares shall be $10.00 (the “BPS Per Share Price”).

NOTABLE CONDITIONS TO CLOSING

  • SVAC shall have available cash equal or greater to $350,000,000

NOTABLE CONDITIONS TO TERMINATION

  • If the Closing has not occurred on or before August 31, 2022 (the “End Date”).

ADVISORS

  • Deutsche Bank Securities Inc. is acting as exclusive financial advisor to DNEG and is acting as joint placement agent on the PIPE investment.
  • Latham & Watkins LLP is serving as legal advisor to DNEG.
  • J.P. Morgan Securities LLC is acting as exclusive financial advisor to Sports Ventures, and joint placement agent to Sports Ventures in connection within the PIPE investment.
  • Arent Fox LLP is serving as legal advisor to Sports Ventures and Sidley Austin LLP is serving as legal advisor to the placement agents.

MANAGEMENT & BOARD


Executive Officers

Alan Kestenbaum, 58
Chairman of the Board and Chief Executive Officer

Alan Kestenbaum has extensive investing and operating experience as well as a track record in turnarounds and restructurings. Mr. Kestenbaum formed and served as chairman and CEO of one of the early and most successful special purpose acquisition companies in 2006, International Metals Inc., which acquired Globe Metallurgical Inc. in 2007. The combined company achieved a peak market capitalization of $1.8 billion in 2014, or $28 per share before the company merged into Ferro Atlantica to create Ferroglobe in 2016. Mr. Kestenbaum became a minority owner and limited partner of the Atlanta Falcons of the NFL, one of the largest sports-related transactions, in April 2019, which was among the highest amounts invested in the NFL history for a limited partnership stake. He has led large investor groups in pursuit of the Carolina Panthers and another high-profile sports asset. Mr. Kestenbaum has experience in other areas of content creation, as he operates a one-of-a-kind location filming destination that has been utilized by major networks, movie studios and streaming services at Stelco Inc. Mr. Kestenbaum has been serving as Executive Chairman and Chief Executive Officer of Stelco Inc. (TSX:STLC) since February 2020, and previously served as its Chief Executive Officer from July 2017 to February 2019. Mr. Kestenbaum founded Bedrock Industries in June 2015, in partnership with Lindsay Goldberg, and since then, has been serving as its Chairman and Chief Executive Officer, responsible for setting the vision, strategy, investment objectives and providing direction to achieve the strategic objectives of the company. He was also the Executive Chairman and founder of Globe Specialty Metals from 2004 to 2016 and the former Executive Chairman of Ferroglobe PLC, a silicon and specialty metals company (Nasdaq: GSM) from January to December 2016. Prior to forming Globe Specialty Metals, Mr. Kestenbaum founded Marco International, an international metals trader and investor, in 1985 and led its expansion in North America and around the globe. Prior to founding Marco International, he was employed by Glencore from 1983 to 1984 and then Philipp Brothers in 1984. Mr. Kestenbaum has a B.A. in Economics from Yeshiva University and has been involved in numerous educational and community service boards.


Robert Tilliss, 54
President, Chief Financial Officer and Director

Robert Tilliss founded Inner Circle Sports in 2002 as a sports merchant banking boutique and has been serving as its CEO and Managing Member since 2002. He has over 30 years of history as a leader in the sports advisory and finance community domestically and internationally. Mr. Tilliss has led numerous high-profile assignments including the sale, acquisition and financing of teams across the five U.S. professional sports leagues and the top sports leagues internationally. Select notable deals include minority or control transactions with the Atlanta Falcons, Boston Celtics, New Jersey Nets, Atlanta Hawks, Memphis Grizzlies, Philadelphia 76ers, Milwaukee Bucks, Kansas City Royals, New York Mets, San Francisco Giants, New York Islanders, New Jersey Devils, Florida Panthers, Atlanta FC, Columbus Crew, Liverpool FC and G2 Esports, among many others. Mr. Tilliss is responsible for creating the framework for the league-wide financing facilities for the NBA, NFL, NHL and MLB. He also has extensive stadium/arena financing expertise having structured the financing for Oracle Park, American Airlines Center, Wembley Stadium, and has performed valuation, consulting and other activities for stadiums/arenas globally. Mr. Tilliss has executed capital raises for sports technology companies in the sports business services, software and media businesses and has invested in many of these companies. More specifically, he has evaluated and personally invested in sports ticketing, SaaS, esports teams and other related operating businesses. Prior to founding Inner Circle Sports, Mr. Tilliss spent 15 years at J.P. Morgan as Managing Director and Group Head of the Sports Advisory & Finance Group from 1988 to 2002. Mr. Tilliss founded J.P. Morgan’s sports investment banking practice in 1990 and leveraged the firm’s products and services to become a leader in the sector. He was twice recognized by the Sports Business Journal as one of the “Industry’s 40 under 40” and was recently recognized by Worth magazine as one of the “60 Most Powerful People in Sports.” Mr. Tilliss is a frequent guest on Bloomberg TV, and has previously been quoted in the New York Times, Wall Street Journal, Sports Business Journal, CNBC, Variety and Crain’s, among numerous other publications. He is a frequent panelist at sports business conferences and teaches classes at New York University, Columbia University and Harvard Business School. Mr. Tilliss contributes his time to the UJA Sports for Youth Committee, Big Brothers/Big Sisters and other non-profit organizations. Mr. Tilliss has a Bachelor of Arts degree from the University of Rochester.


Daniel Strauss, 35
Chief Operating Officer

Daniel Strauss, our Chief Operating Officer, has been serving as the Chief Executive Officer of GlassBridge Enterprises (OTC: GLAE), a publicly traded asset management company, since 2019. Prior to that, he served as GlassBridge’s Chief Operating Officer from March 2017 to December 2019. Mr. Strauss is a member of the board of directors of SportBLX Inc., a sports investment platform, since 2019, ARRIVE, the venture capital arm of RocNation, since 2017, and BrookLAN, the largest, dedicated esports & video game venue in New York since 2020. Mr. Strauss has over 10 years of experience in corporate finance as a portfolio manager and investment analyst in private and public equity through which he has developed a deep understanding of corporate finance and strategic planning activities. Mr. Strauss was a Portfolio Manager at Clinton from August 2010 to December 2019. At Clinton, Mr. Strauss was responsible for evaluating and executing private equity transactions across a range of industries and the ongoing management and oversight of Clinton’s portfolio investments. From 2008 to 2010, he worked for Angelo, Gordon & Co., a diversified investment manager, as a member of the firm’s private equity and special situations area. Mr. Strauss was previously with Houlihan Lokey, an investment bank, where he focused on mergers and acquisitions from 2006 to 2008. Mr. Strauss has served on the boards of directors of Pacific Mercantile Bancorp (Nasdaq: PMBC) from 2011 until 2015 and Community Financial Shares, Inc. (OTC: CFIS) from 2012 until its sale to Wintrust Financial Corporation in 2015. Mr. Strauss received a Bachelor of Science in Finance and International Business from the Stern School of Business at New York University.


 

Board of Directors

Joseph D. Ragan III, 59
Director

Joseph D. Ragan III has been serving as the Global Chief Financial Officer for Paper Excellence Holdings Corporation, a leading global paper and pulp producer with operations in Canada, Brazil and France, since February 2020. Previously, from August 2018 to November 2019, Mr. Ragan served as Chief Financial Officer for Resideo/Honeywell Homes, a publicly traded global manufacturing and distribution firm primarily serving the thermostat and security markets. From May 2013 to August 2018, Mr. Ragan served as Chief Financial Officer for Ferroglobe PLC, a publicly traded manufacturer of metal alloys and other metallic products that was created through a merger of FerroAtlántica and Globe Specialty Metals forming a leading global silicon metals producer. Prior to that, he served as Chief Financial Officer at Boart Longyear, a publicly traded mining and manufacturing company, from September 2008 to May 2013, and UNICOM Government, Inc., previously known as GTSI, a publicly traded government contractor, from April 2006 to September 2008. He started his accounting career with Deloitte & Touche in the Washington, D.C. office in May 1990. Mr. Ragan holds an MS in Accounting from George Mason University and a BS in Accounting from The University of the State of New York. He was a licensed CPA in the Commonwealth of Virginia from 1990 to 2015. Mr. Ragan also served in the US Army as a Military Intelligence Officer from October 1986 to May 1990. He currently serves as an Independent Director on the Board of Directors of USA Judo.


Jeff Bradley, 60 [Added 4/6/2021]
Director

Mr. Bradley has been working as an advisor to a number of private equity firms looking to potentially invest in the concrete drainage pipe industry since June 2019. Prior to that, he served as the CEO of Forterra (Nasdaq:FRTA), one of the largest U.S. manufacturers of water and drainage pipe and products serving the residential, commercial and highway infrastructure markets, from September 2015 until June 2019. Prior to joining Forterra, from June 2008 to August 2015, Mr. Bradley was the CEO of Globe Specialty Metals, a publicly traded producer of silicon metal and silicon-based alloys with operations in the US, Canada, South America, Africa and China. In June 2005, he became Executive Chairman and CEO of Claymont Steel, a U.S. custom steel plate producer. In December 2006, he led the initial public offering of the company’s equity and left the company in February 2008 after the sale of the business to Evraz, a large Russian steel & mining company. Prior to Claymont Steel, Bradley held numerous key roles at Worthington Industries, an NYSE listed company. Mr. Bradley holds a Bachelor of Science degree in Business Administration from Loyola University in Baltimore, MD.