Item 7.01. Regulation FD Disclosure.
On April 9, 2020, Diamond Eagle Acquisition Corp. (the "Company") issued a press
release announcing that it has adjourned its special meeting of stockholders
(the "Special Meeting") in connection with its previously announced business
combination (the "Business Combination") with DraftKings Inc. ("DraftKings") and
SBTech (Global) Limited ("SBTech"). In light of public health concerns regarding
the coronavirus (COVID-19), the Special Meeting will be held in a virtual
meeting format only. The Special Meeting, initially called for April 9, 2020,
will reconvene at 9:00 a.m., New York City time, on April 23, 2020. Stockholders
will be able to attend, vote and examine the list of Diamond Eagle stockholders
at the Special Meeting by visiting
https://www.cstproxy.com/diamondeagleacquisitioncorp/sm2020 and entering the
control number found on their proxy card. In connection with the adjournment,
the Company is extending the deadline for the Company's stockholders to exercise
their redemption rights in connection with the Business Combination to 12:00
p.m., New York City time, on April 22, 2020. The record date for the Special
Meeting has not changed. Holders of record of the Company's common stock at the
close of business on March 20, 2020 will be entitled to vote at the Special
Meeting and any adjournments or postponements of the Special Meeting.
A copy of the press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated herein by reference. The information in this Item
7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise subject to liabilities under that section, and
shall not be deemed to be incorporated by reference into the filings of the
Company under the Securities Act of 1933, as amended (the "Securities Act"), or
the Exchange Act, regardless of any general incorporation language in such
filings. This Current Report on Form 8-K will not be deemed an admission as to
the materiality of any information of the information in this Item 7.01,
including Exhibit 99.1.
Important Information About the Business Combination and Where to Find It
In connection with the proposed Business Combination, DEAC Nevada, the Company's
wholly-owned subsidiary, filed a registration statement on Form S-4 (File No.
333-235805) (the "Registration Statement") with the SEC, which includes a
preliminary proxy statement/prospectus, and certain other related documents,
which will be both the proxy statement to be distributed to holders of shares of
the Company's common stock in connection with the Company's solicitation of
proxies for the vote by the Company's stockholders with respect to the Business
Combination and other matters as may be described in the Registration Statement,
as well as the prospectus relating to the offer and sale of the securities of
DEAC Nevada to be issued in the Business Combination. The Registration Statement
has not yet been declared effective by the SEC. This material is not a
substitute for the definitive proxy statement/prospectus regarding the Business
Combination. The Company's stockholders and other interested persons are advised
to read the preliminary proxy statement/prospectus included in the Registration
Statement, the amendments thereto and, when available, the definitive proxy
statement/prospectus, as these materials will contain important information
about the parties to the Business Combination Agreement, the Company and the
Business Combination. The Company will mail a definitive proxy
statement/prospectus and other relevant documents to its stockholders of record
as of March 20, 2020 when available. Stockholders will also be able to obtain
copies of the proxy statement/prospectus and other documents filed with the SEC
that will be incorporated by reference in the proxy statement/prospectus,
without charge, once available, at the SEC's web site at www.sec.gov, or by
directing a request to: Diamond Eagle Acquisition Corp., 2121 Avenue of the
Stars, Suite 2300, Los Angeles, California, Attention: Eli Baker, President,
Chief Financial Officer and Secretary, (310) 209-7280.
Participants in the Solicitation
The Company and its directors and executive officers may be deemed participants
in the solicitation of proxies from the Company's stockholders with respect to
the Business Combination. A list of the names of those directors and executive
officers and a description of their interests in the Company is contained in the
Registration Statement, and is available free of charge from the sources
indicated above.
Each of DraftKings and SBTech and their respective directors and executive
officers may also be deemed to be participants in the solicitation of proxies
from the stockholders of the Company in connection with the Business
Combination.
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. The Company's, DraftKings' and SBT's actual results may
differ from their expectations, estimates and projections and consequently, you
should not rely on these forward looking statements as predictions of future
events. Words such as "expect," "estimate," "project," "budget," "forecast,"
"anticipate," "intend," "plan," "may," "will," "could," "should," "believes,"
"predicts," "potential," "continue," and similar expressions are intended to
identify such 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 the Company's, DraftKings' or SBT'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); potential adverse effects of the ongoing global
coronavirus (COVID-19) pandemic; the inability to recognize the anticipated
benefits of the proposed Business Combination; the inability to obtain or
maintain the listing of the shares of the post-business combination company
("New DraftKings") on Nasdaq 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; New DraftKings' ability to manage growth; New
DraftKings' ability to execute its business plan and meet its projections;
potential litigation involving the Company, DraftKings, SBT, or after the
closing, New DraftKings; changes in applicable laws or regulations, particularly
with respect to gaming, and general economic and market conditions impacting
demand for DraftKings or SBTech products and services, and in particular
economic and market conditions in the media/entertainment/gaming/software
industry in the markets in which DraftKings and SBTech 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 the Company's and/or New DraftKings' other filings with the SEC.
None of the Company, DraftKings or SBTech 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 Current Report on Form 8-K shall not constitute a solicitation of a proxy,
consent or authorization with respect to any vote in any jurisdiction in respect
of the Business Combination. This Current Report on Form 8-K shall also not
constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall 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 shall be made except by means of a
prospectus meeting the requirements of section 10 of the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release, dated April 9, 2020.
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