Vivid Seats Inc. (“Vivid Seats” or the “Company”), a leading
marketplace that utilizes its technology platform to connect
millions of buyers with thousands of ticket sellers across hundreds
of thousands of events each year, today announced that its
registration statement on Form S-4 (the “Registration Statement”),
in connection with its previously announced proposed business
combination (the “Business Combination”) with Horizon Acquisition
Corporation (“Horizon”) (NYSE:HZAC), has been declared effective by
the U.S. Securities and Exchange Commission (“SEC”). The
Registration Statement provides important information about
Horizon, Vivid Seats and the Business Combination and can be found
on the SEC’s website at https://www.sec.gov under the ticker
“SEAT.”
Horizon also announced today a record date of
September 7, 2021 (the “Record Date”) and a meeting date of October
14, 2021 for its extraordinary general meeting (the “Special
Meeting”) to approve the Business Combination. The closing of the
Business Combination is subject to approval by Horizon’s
shareholders, and the satisfaction of other customary closing
conditions. The Business Combination is expected to close promptly
after the Special Meeting.
Upon closing, the combined company is expected
to be listed on the NASDAQ under the ticker symbol “SEAT.” For more
information about the transaction, please visit
www.horizonacquisitioncorp.com/.
Horizon recommends all stockholders vote "FOR"
ALL PROPOSALS in advance of the Meeting by telephone, via the
Internet or by signing, dating and returning the proxy card upon
receipt by following the easy instructions on the proxy card.
Your Vote FOR ALL Proposals Is
Important, No Matter How Many or How Few Shares You
Own.
If you have questions about voting or need
assistance voting, please contact Morrow Sodali LLC by calling
(800) 662-5200 (individuals) or (203) 658-9400 (banks and brokers)
or by email to: HZAC.info@investor.morrowsodali.com.
About Vivid Seats Founded in
2001, Vivid Seats is a leading online ticket marketplace committed
to becoming the ultimate partner for connecting fans to the live
events, artists, and teams they love. Based on the belief that
everyone should “Experience It Live”, the Chicago-based company
provides exceptional value by providing one of the widest
selections of events and tickets in North America and an industry
leading Vivid Seats Rewards program where all fans earn on every
purchase. Vivid Seats has been chosen as the official ticketing
partner by some of the biggest brands in the entertainment industry
including ESPN, Rolling Stone, and the Los Angeles Clippers.
Through its proprietary software and unique technology, Vivid Seats
drives the consumer and business ecosystem for live event ticketing
and enables the power of shared experiences to unite people. Vivid
Seats is recognized by Newsweek as America’s Best Company for
Customer Service in ticketing. Fans who want to have the best live
experiences can start by downloading the Vivid Seats mobile app,
going to vividseats.com, or calling at 866-848-8499.
About Horizon Acquisition Corporation
(“Horizon”)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 Horizon Sponsor
LLC, an affiliate of Eldridge Industries, LLC (“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
www.horizonacquisitioncorp.com/.
Additional Information about the
Business Combination and Where to Find ItIn connection
with the proposed business combination, Horizon will merge with and
into Vivid Seats, Inc., which will be the surviving entity and the
going-forward public company, and filed a registration statement on
Form S-4 (the “Registration Statement”) with the SEC which was
declared effective on September 23, 2021, which includes 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 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
SolicitationHorizon and its directors and executive
officers may be deemed participants in the solicitation of proxies
from Horizon’s members 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 , which was filed with the SEC on March 31, 2021 and amended
on May 10, 2021, and is available free of charge at the SEC's web
site at www.sec.gov, or by directing a request to Horizon
Acquisition Corporation, 600 Steamboat Road, Suite 200, Greenwich,
CT 06830. 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.
No Offer or SolicitationThis
document does not constitute a solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the
proposed transaction. This document also does not constitute an
offer to sell or exchange, or the solicitation of an offer to buy
or exchange, any securities, nor will there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation, or sale or exchange 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.
Forward-Looking Statements
LegendCertain statements made in this document are
"forward-looking statements" within the meaning of the "safe
harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995 with respect to the transaction
between Vivid Seats and including statements regarding the benefits
of the transaction, the anticipated timing of the transaction, the
services offered by Vivid Seats and the markets in which it
operates, and Vivid Seats’ projected future results. These
forward-looking statements generally are identified by the words
"estimates," "projected," "expects," "anticipates," "forecasts,"
"plans," "intends," "believes," "seeks," “targets”, "may," "will,"
"should," “would,” “will be,” “will continue,” “will likely
result,” "future," "propose," “strategy,” “opportunity” and
variations of these words or similar expressions (or the negative
versions of such words or expressions) that predict or indicate
future events or trends or are not statements of historical matters
are intended to identify forward-looking statements. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
any investor as, guarantees, assurances, predictions or definitive
statements of fact or probability regarding 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 in a timely
manner or at all (including due to the failure to receive required
shareholder approvals, or the failure of other closing conditions
such as the satisfaction of the minimum trust account amount
following redemptions by Horizon’s public stockholders and the
receipt of certain governmental and regulatory approvals), which
may adversely affect the price of Horizon’s securities; the
inability of the business combination to be completed by Horizon’s
business combination deadline and the potential failure to obtain
an extension of the business combination deadline if sought by
Horizon; the occurrence of any event, change or other circumstance
that could give rise to the termination of the transaction; the
inability to recognize the anticipated benefits of the proposed
business combination; the inability to obtain or maintain the
listing of Vivid Seats’ shares on a national exchange following the
proposed business combination; costs related to the proposed
business combination; the risk that the proposed business
combination disrupts current plans and operations, business
relationships or business generally as a result of the announcement
and consummation of the proposed business combination; Vivid Seats’
ability to manage growth; Vivid Seats’ ability to execute its
business plan and meet its projections; potential disruption in
Vivid Seats’ employee retention as a result of the transaction;
potential litigation, governmental or regulatory proceedings,
investigations or inquiries involving Vivid Seats or Horizon,
including in relation to the transaction; changes in applicable
laws or regulations and general economic and market conditions
impacting demand for Vivid Seats or Horizon products and services,
and in particular economic and market conditions in the live events
industry in the markets in which Vivid Seats operates; and other
risks and uncertainties indicated from time to time in the proxy
statement/prospectus relating to the proposed business combination,
including those under “Risk Factors” therein, and in Horizon’s
other filings with the SEC. Forward-looking statements speak only
as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and Vivid Seats and
Horizon assume no obligation and do not undertake 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. Neither Vivid Seats nor Horizon gives any
assurance that either Vivid Seats or Horizon will achieve its
expectations.
Contacts:
InvestorsAshley DeSimone, ICR
Ashley.DeSimone@icrinc.com 646-677-1827
Brett Milotte, ICR Brett.Milotte@icrinc.com
332-242-4344
MediaJulia Young, ICR
Julia.Young@icrinc.com 646-277-1280
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