Dave & Buster's Entertainment, Inc. (NasdaqGS:PLAY) entered into a binding agreement and plan of merger to acquire Main Event Entertainment, Inc. from Ardent Leisure Group Limited (ASX:ALG), RedBird Capital Partners LLC and others for approximately $850 million on April 6, 2022. The total consideration is $835 million plus up to $14.8 million deferred and contingent consideration which will be paid in cash on a cash-free debt-free basis. In connection with entry into the Merger Agreement, Dave & Buster's Entertainment entered into a Commitment Letter with Deutsche Bank Securities Inc. and Deutsche Bank AG New York Branch (collectively “DB”), JPMorgan Chase Bank, N.A. (“JPM”), and BMO Harris Bank N.A. (“BMO”). Pursuant to the terms of the Term Loan Commitment Letter, DB, JPM and BMO have committed to provide the company and act as joint lead arrangers and joint book runners in respect of a senior secured term loan B facility in an aggregate principal amount of up to $850 million, the proceeds of which will be used, in part, to finance the transaction and pay fees and expenses in connection therewith. Dave & Buster's expects to utilize cash on hand also for the acquisition. If the merger agreement is terminated, Ardent Leisure and RedBird shall each be required to pay a termination fee of $8.35 million (for an aggregate fee of $16.7 million). Dave & Buster's Entertainment will pay a termination fee of $50 million in case of termination.

The purchase price represents an unsynergized valuation multiple of approximately 9x Main Event's 12-month Adjusted EBITDA as of December 31, 2021. In connection with the transaction, Dave & Buster's announced that the Board will appoint Christopher Morris as Chief Executive Officer of the company and as a member of the Board, effective at the closing of the transaction. The Board announced that Dave & Buster's current Interim Chief Executive Officer, Kevin Sheehan, will leave his role upon the consummation of the transaction.

The transaction is subject certain customary conditions such as the expiration of applicable waiting periods under the Hart-Scott-Rodino Act with respect to the merger and Ardent Leisure shareholders to vote on the transaction at an EGM later this year. The Ardent Leisure Board and Dave & Buster's board has unanimously approved the agreement. As of May 19, 2022 the HSR Act waiting period has expired (a condition of the transaction) and therefore US antitrust clearance for Dave & Buster's acquisition of Main Event has been obtained. The transaction is expected to close later this year, but specific timing for closing is subject to customary closing conditions, including approval by Ardent Leisure stockholders and regulatory review. Outside date of the transaction is January 6, 2023. Subject to purchase price adjustments on closing, Ardent Leisure, RedBird and Main Event management are expected to receive approximately $487 million, $187 million and $60 million respectively. Ardent Leisure will use the proceeds to repay its outstanding debt facility to the Queensland Treasury Corporation and the deferred settlement payable to the ATO, pay Transaction costs, fund the continued growth and investment in the Theme Parks business, and return AUD 430 million ($324.112459 million) to Ardent Leisure shareholders following completion of the transaction. Dave & Buster's expects the acquisition to be accretive both from an earnings and growth perspective.

The Goldman Sachs Group, Inc. (NYSE:GS) and JPMorgan Chase & Co. (NYSE:JPM) acted as financial advisors and Annemargaret Connolly, Brianne L. Kucerik, Graham Magill, James R. Griffin, John E. Scribner, Karen N. Ballack, Nicholas J. Pappas, Paul J. Wessel, Vadim M. Brusser, Vynessa Nemunaitis, Thomas D. Goslin, Brendan C. Conley, Luis Gonzalez and Blake Bitter of Weil, Gotshal & Manges LLP acted as legal advisor to Main Event Entertainment, Inc. Adam D'Andreti and Sean Meehan of Gilbert and Tobin acted as legal advisor to Ardent Leisure Group Limited. Mark H. Lucas of Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal advisor to RedBird Capital Partners LLC. Deutsche Bank Securities Inc. acted as financial advisor and Douglas A. Ryder, Melissa D. Kalka, Jack R. Shirley, Camille Elizabeth Walker, Julian J. Seiguer, Logan Weissler, Rachael L. Lichman, J. Rob Fowler, Andy R. Van Noord, James H. Mutchnik, Sara B. Zablotney and Joseph Tootle of Kirkland & Ellis LLP acted as legal advisors to Dave & Buster's Entertainment, Inc. Lonergan Edwards & Associates Limited acted as fairness opinion provider to Ardent Leisure Group Limited.

Dave & Buster's Entertainment, Inc. (NasdaqGS:PLAY) completed the acquisition of Main Event Entertainment, Inc. from Ardent Leisure Group Limited (ASX:ALG), RedBird Capital Partners LLC and others for approximately $870 million on June 29, 2022. For fiscal year ending June 2021, Main Event reported net revenue of $267 million and adjusted EBITDA of $37 million. As of July 7, 2022, Dave & Buster's Entertainment, Inc. appointed Tony Wehner as its Senior Vice President and Chief Operating Officer, effective August 1, 2022. In connection with this appointment, Margo Manning will be leaving her role as Chief Operating Officer of the company effective July 31, 2022 and will transition to a Senior Advisor role to support merger integration efforts through September 23, 2022. Other people part of the leadership team include Antonio Bautista as Chief International Development Officer, Rob Edmund as Chief People and Legal Officer, Steve Klohn as Chief Information Officer, Les Lehner as Chief Procurement Officer and Head of Main Event Development, John Mulleady as Chief Development Officer, Michael Quartieri as Chief Financial Officer, and Ashley Zickefoose as Chief Marketing Officer. Chris Morris joined as Chief Executive Officer. The deal was completed following regulatory review and approval from Ardent Leisure shareholders.