- Vivid Seats has entered into a definitive merger agreement with
Horizon Acquisition Corporation (“Horizon”) (NYSE: HZAC)
- Vivid Seats is a leading marketplace that utilizes its powerful
technology platform to connect millions of fans with thousands of
ticket sellers across hundreds of thousands of events each
year
- The Vivid Seats mission is to empower fans to Experience It
Live and enjoy life’s most exciting moments by facilitating
transactions through an easy-to-use, trusted marketplace
- Vivid Seats is poised to benefit from pent-up demand created
during the pandemic as fans are craving the opportunity to see
their favorite sports, concert and theater events
- The transaction will provide approximately $769 million of
gross proceeds to Vivid Seats, including a $225 million fully
committed common stock PIPE at $10.00 per share provided by
institutional investors, including Fidelity Management &
Research Company LLC, and Eldridge Industries, LLC
(“Eldridge”)
- Eldridge has also committed to make an additional investment in
common stock PIPE at $10.00 per share in an amount equal to
Horizon’s shareholder redemptions, if any
- All transaction proceeds will be used for debt repayment and
capital structure optimization and to position Vivid Seats to
continue to invest in growth and improve customer experiences
- Investor call with Vivid Seats and Horizon scheduled for today
at 8:30 am ET
Vivid Seats Inc. (“Vivid Seats” or “the Company”) has entered
into a definitive transaction agreement with Horizon, a
publicly-traded special purpose acquisition company, Horizon
Sponsor, LLC (“Sponsor”) and certain other parties thereto, that
will result in Vivid Seats Inc. becoming a public company.
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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.
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
“We are thrilled to partner with Horizon, bringing together the
trusted Vivid Seats brand and our deep expertise in the live events
industry with a portfolio of unique and accretive relationships
brought by Horizon that can accelerate our growth,” Stan Chia, CEO
of Vivid Seats, said. “With our Vivid Seats Rewards loyalty program
and outstanding customer service, we are poised to drive growth
while continuing to innovate and improve the user experience for
our loyal customers.”
Todd L. Boehly, Chairman and CEO of Horizon said, “We are
pleased to bring Vivid Seats to the public markets. With its
favorable mix of live events, and its growing list of strategic
partners, Vivid Seats has built an impressive technology platform,
as well as a substantial customer base. Vivid Seats is a scaled,
growing and highly profitable marketplace that will be well
positioned to drive continual long-term growth.”
Transaction Overview
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.
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.
The respective boards of Vivid Seats and Horizon have approved
the proposed business combination. Completion of the proposed
business combination is expected in the second half of 2021. The
transaction will be effected pursuant to the terms and conditions
of the Transaction Agreement entered into by Vivid Seats, Horizon,
and the other parties thereto, which contains customary closing
conditions, including, without limitation, the registration
statement being declared effective by the Securities and Exchange
Commission (“SEC”) and approval by the shareholders or members, as
applicable, of Vivid Seats and Horizon.
Additional information about the proposed transaction, including
a copy of the transaction agreement and investor presentation, will
be provided in a Current Report on Form 8-K to be filed by Horizon
with the SEC and will be available at www.sec.gov.
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.
Investor Conference Call and Additional Materials
Investors may listen to a conference call regarding the proposed
business combination today, April 22, 2021, at 8:30 am ET. The call
can be accessed on the Horizon website, accessible here and at
https://www.horizonacquisitioncorp.com/.
Investors may also access an investor presentation available on
the Horizon website and filed with the SEC as an exhibit to a
Current Report on Form 8-K prior to the call, and available on the
SEC website at www.sec.gov.
Additional Information about the Business Combination and
Where to Find It
In connection with the proposed business combination, Horizon
Acquisition Corporation will merge with and into Vivid Seats, Inc.,
which will be the surviving entity and the going-forward public
company, and intends to file a registration statement on Form S-4
(the “Registration Statement”) with the SEC, which will include a
proxy statement/prospectus, and certain other related documents, to
be used at the meeting of stockholders to approve the proposed
business combination. INVESTORS AND SECURITY HOLDERS OF HORIZON
ACQUISITION CORPORATION ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS, ANY AMENDMENTS THERETO AND OTHER RELEVANT
DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT VIVID SEATS, HORIZON AND THE BUSINESS
COMBINATION. The proxy statement/prospectus will be mailed to
shareholders of Horizon Acquisition Corporation as of a record date
to be established for voting on the proposed business combination.
Investors and security holders will also be able to obtain copies
of the Registration Statement and other documents containing
important information about each of the companies once such
documents are filed with the SEC, without charge, at the SEC's web
site at www.sec.gov.
Participants in the Solicitation
Horizon and its directors and executive officers may be deemed
participants in the solicitation of proxies from Horizon's
shareholders with respect to the proposed business combination. A
list of the names of those directors and executive officers and a
description of their interests in Horizon is contained in Horizon’s
filings with the SEC, including Horizon’s annual Report on Form
10-K for the fiscal year ended December 31, 2020 (the “Annual
Report”), which was filed with the SEC on March 31, 2021,, and is
available free of charge at the SEC's web site at www.sec.gov.
Additional information regarding the interests of such participants
will be set forth in the Registration Statement for the proposed
business combination when available. Vivid Seats and its directors
and executive officers may also be deemed to be participants in the
solicitation of proxies from the shareholders of Horizon in
connection with the proposed business combination. A list of the
names of such directors and executive officers and information
regarding their interests in the business combination will be
contained in the Registration Statement for the proposed business
combination when available.
About Vivid Seats
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. Fans who want to sit closer and see more of
their favorite live events can order directly on vividseats.com, by
downloading the Vivid Seats mobile app or by phone at
866-848-8499.
About Horizon Acquisition Corporation
Horizon is a blank check company formed for the purpose of
effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one
or more businesses. Horizon is sponsored by the Sponsor, an
affiliate of Eldridge. Horizon is led by Todd L. Boehly, the
Co-founder, Chairman and Chief Executive Officer of Eldridge.
Horizon’s securities are traded on the New York Stock Exchange (the
“NYSE”) under the ticker symbols HZAC, HZAC WS and HZAC.U. Learn
more at https://www.horizonacquisitioncorp.com/.
Forward-Looking Statements
Certain statements made in this release are "forward looking
statements" within the meaning of the "safe harbor" provisions of
the United States Private Securities Litigation Reform Act of 1995.
When used in this press release, the words "estimates,"
"projected," "expects," "anticipates," "forecasts," "plans,"
"intends," "believes," "seeks," "may," "will," "should," "future,"
"propose" and variations of these words or similar expressions (or
the negative versions of such words or expressions) are intended to
identify forward-looking statements. These forward-looking
statements are not guarantees of future performance, conditions or
results, and involve a number of known and unknown risks,
uncertainties, assumptions and other important factors, many of
which are outside Vivid Seats’ or Horizon’s control, that could
cause actual results or outcomes to differ materially from those
discussed in the forward-looking statements. Important factors,
among others, that may affect actual results or outcomes include
the inability to complete the business combination (including due
to the failure to receive required shareholder approvals, failure
to receive approvals or other determinations from certain gaming
regulatory authorities, or the failure of other closing
conditions); the inability to recognize the anticipated benefits of
the proposed business combination; the inability to obtain or
maintain the listing of Horizon’s shares on the NYSE following the
business combination; costs related to the business combination;
the risk that the business combination disrupts current plans and
operations as a result of the announcement and consummation of the
business combination; Horizon and Vivid Seats’ ability to manage
growth; Horizon and Vivid Seats’ ability to execute its business
plan and meet its projections; potential litigation involving Vivid
Seats or Horizon Acquisition Corporation; changes in applicable
laws or regulations, particularly with respect to gaming, and
general economic and market conditions impacting demand for Vivid
Seats or Horizon Acquisition Corporation products and services, and
in particular economic and market conditions in the
entertainment/technology/software industry in the markets in which
Vivid Seats and Horizon Acquisition Corporation operate; and other
risks and uncertainties indicated from time to time in the proxy
statement/prospectus relating to the business combination,
including those under “Risk Factors” therein, and in Horizon’s
other filings with the SEC. None of Vivid Seats or Horizon
Acquisition Corporation undertakes any obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.
No Offer or Solicitation
This press release does not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed transaction. This press release also
does not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor will there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities will be made except by means of a
prospectus meeting the requirements of section 10 of the Securities
Act of 1933, as amended, or an exemption therefrom.
Information Sources
This press release has been prepared for use by Horizon and
Vivid Seats in connection with the transaction. The information
herein does not purport to be all-inclusive. The information herein
is derived from various internal and external sources, and all
information relating to the business, past performance, results of
operations and financial condition of Horizon was derived entirely
from Horizon and all information relating to the business, past
performance, results of operations and financial condition of Vivid
Seats was derived entirely from Vivid Seats. No representation is
made as to the reasonableness of the assumptions made with respect
to the information herein, or to the accuracy or completeness of
any projections or modeling or any other information contained
herein. Any data on past performance or modeling contained herein
is not an indication as to future performance.
The data contained herein relating to the operations and
performance of the combined entities has been derived by Vivid
Seats from various internal and external sources. No representation
is made as to the reasonableness of the assumptions made within or
the accuracy or completeness of any projections or modeling or any
other information contained herein. Any data on past performance or
modeling contained herein is not an indication as to future
performance. Horizon and Vivid Seats assume no obligation to update
the information in this presentation.
No Representations
No representations or warranties, express or implied, are given
in respect of this press release. To the fullest extent permitted
by law in no circumstances will Horizon or Vivid Seats, or any of
their respective subsidiaries, affiliates, stockholders,
representatives, partners, directors, officers, employees, advisors
or agents, be responsible or liable for any direct, indirect or
consequential loss or loss of profit arising from the use of this
press release, its contents (including without limitation any
projections or models), any omissions, reliance on information
contained within it, or on opinions communicated in relation
thereto or otherwise arising in connection therewith, which
information relating in any way to the operations of Vivid Seats
has been derived, directly or indirectly, exclusively from Vivid
Seats and has not been independently verified by Horizon. Neither
the independent auditors of Horizon nor the independent auditors of
Vivid Seats audited, reviewed, compiled or performed any procedures
with respect to any projections or models for the purpose of their
inclusion in this presentation and, accordingly, neither of them
expressed any opinion or provided any other form of assurances with
respect thereto for the purposes of this presentation.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210422005400/en/
Investors Ashley DeSimone, ICR Ashley.DeSimone@icrinc.com
646-677-1827
Media Julia Young, ICR Julia.Young@icrinc.com
646-277-1280
Nadia Damouni, Prosek Partners ndamouni@prosek.com
646-818-9217
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