AUSTERLITZ ACQUISITION CORPORATION I Item 1.01 Entry Into a Material Agreement
On
Business Combination Agreement
The Business Combination
The Business Combination Agreement provides for, among other things, the
consummation of the following transactions (the "Business Combination"): (i) AAC
will transfer by way of continuation from the
Upon consummation of the Business Combination,
• Class A ordinary shares, par value $0.0001 per share (the "WIL Class A
Ordinary Shares"), which will be publicly traded and will be entitled to
one vote per share.
• Class C ordinary shares, par value $0.0001 per share (the "WIL Class C
Ordinary Shares"), which, prior to the Domestication, were initially
purchased by Austerlitz Acquisition Sponsor, LP I (the "Sponsor") in a
private placement prior to AAC's IPO. The WIL Class C Ordinary Shares
will be voting (one vote per share held) and will automatically convert
into shares of WIL Class A Ordinary Shares on a one-for-one basis if,
following the closing of the Business Combination (the "Closing"), the
last reported sale price of the WIL Class A Ordinary Shares for any 20
trading days within a 30-trading day period equals or exceeds: $15.25 per
share for before the third anniversary of the Closing; $23.00 per share
before the sixth anniversary of the Closing; or $35.00 per share before
the ninth anniversary of the Closing. The WIL Class C Ordinary Shares
will also convert into WIL Class A Ordinary Shares earlier upon the
consummation of a merger, share exchange, reorganization or other similar
transaction that results in both a change of control and Wynn Interactive
Limited public shareholders having the right to exchange their Class A
ordinary shares for cash, securities or other property. If the WIL
Class C Ordinary Shares have not converted into WIL Class A Ordinary
Shares before the ninth anniversary of the Closing, the WIL Class C
Ordinary Shares will be returned for cancellation. Upon conversion,
holders of WIL Class C Ordinary Shares will also be entitled to receive a
dividend catch-up payment equal to the amount of dividends paid per WIL
Class A Ordinary Shares since the Closing.
• Class V Ordinary Shares, par value $0.0001 per share ("WIL Class V
Ordinary Shares"), which will be entitled to 10 votes per share held, and
will be exchangeable for an equal number of shares of WIL Class A
Ordinary Shares at the option of the holder or upon transfer to third
parties.
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Consideration Paid to Company Shareholders; Treatment of Company Options
The consideration to be paid to the existing shareholders of the Company will
be, in the aggregate, a number of WIL Class A Ordinary Shares and WIL Class V
Ordinary Shares (the "Merger Consideration") equal to (a) the quotient obtained
by dividing (i) the agreed company equity value of
At the effective time of the Merger (the "Effective Time"), the ordinary shares of the Company will be converted into the right to receive, in the aggregate, the Merger Consideration.
At the Effective Time, by virtue of the Merger and without any action on the part of any of the parties or the holder thereof, each Company option under the existing Company equity plan (whether vested or unvested) that is unexpired, unexercised and outstanding as of immediately prior to the Effective Time shall be substituted with an option, granted under the Omnibus Incentive Plan (as defined in the Business Combination Agreement).
Effect on AAC Ordinary Shares
In connection with the Business Combination, upon the Domestication (a) each AAC
Class A Ordinary Shares, par value
In connection with the Business Combination, each of AAC's public warrants that are outstanding immediately prior to the Effective Time will, pursuant to and in accordance with the warrant agreement covering such warrants, automatically and irrevocably be modified to provide that such warrant will no longer entitle the holder thereof to purchase the amount of AAC Class A Ordinary Shares set forth therein, and in substitution thereof such warrant will entitle the holder thereof to acquire the same number of WIL Class A Ordinary Shares per warrant on the same terms.
Representations and Warranties, Covenants
Under the Business Combination Agreement, AAC, Merger Sub and the Company each made customary representations and warranties for transactions of this type regarding themselves and their respective businesses. The representations and warranties made under the Business Combination Agreement will not survive the Closing. In addition, the parties to the Business Combination Agreement agreed to be bound by certain covenants that are customary for transactions of this type. The covenants made under the Business Combination Agreement generally will . . .
Item 1.02. Termination of a Material Definitive Agreement.
Termination of the Cannae Forward Purchase Agreement
In connection with the signing of the Business Combination Agreement, AAC and
Cannae entered into a mutual termination agreement (the "FPA Termination
Agreement") to terminate that certain forward purchase agreement dated as of
The foregoing description of the FPA Termination Agreement is not complete and is qualified in its entirety by reference to the FPA Termination Agreement, which is attached as Exhibit 10.3 to this Current Report and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On
Attached as Exhibit 99.2 and incorporated by reference herein is an investor
presentation dated
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is furnished and shall not be deemed "filed" for purposes of Section 18 of the 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 AAC under the Securities Act or the Exchange Act of 1933, as amended (the "Securities Act"), regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2.
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Additional Information about the Business Combination and Where to Find It
In connection with the proposed business combination, the Form S-4 is expected
to be filed by AAC with the
Participants in the Solicitation
AAC and Wynn Interactive and their respective directors, executive officers and
other members of their management and employees, under
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of AAC or Wynn Interactive, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or exemptions therefrom.
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Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. 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, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. AAC's and Wynn Interactive'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 (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, AAC's and Wynn Interactive's expectations with respect to future performance and anticipated financial impacts of the proposed business combination, the satisfaction or waiver of the closing conditions to the proposed business combination, and the timing of the completion of the proposed business combination.
These forward-looking statements involve significant risks and uncertainties
that could cause the actual results to differ materially, and potentially
adversely, from those expressed or implied in the forward-looking statements.
Most of these factors are outside AAC's and Wynn Interactive's control and are
difficult to predict. Factors that may cause such differences include, but are
not limited to: (1) the occurrence of any event, change, or other circumstances
that could give rise to the termination of the business combination agreement
(the "Agreement"); (2) the outcome of any legal proceedings that may be
instituted against AAC and/or Wynn Interactive following the announcement of the
Agreement and the transactions contemplated therein; (3) the inability to
complete the proposed business combination, including due to failure to obtain
approval of the shareholders of AAC, certain regulatory approvals, or satisfy
other conditions to closing in the Agreement; (4) the occurrence of any event,
change, or other circumstance that could give rise to the termination of the
Agreement or could otherwise cause the transaction to fail to close; (5) the
impact of COVID-19 on Wynn Interactive's business and/or the ability of the
parties to complete the proposed business combination; (6) the inability to
obtain or maintain the listing of AAC's ordinary shares on the NYSE or NASDAQ
following the proposed business combination; (7) the risk that the proposed
business combination disrupts current plans and operations as a result of the
announcement and consummation of the proposed business combination; (8) the
ability to recognize the anticipated benefits of the proposed business
combination, which may be affected by, among other things, competition, the
ability of Wynn Interactive to grow and manage growth profitably, and retain its
key employees; (9) costs related to the proposed business combination;
(10) changes in applicable laws or regulations; and (11) the possibility that
AAC or Wynn Interactive may be adversely affected by other economic, business,
and/or competitive factors. The foregoing list of factors is not exclusive.
Additional information concerning certain of these and other risk factors is
contained in AAC's most recent filings with the
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Item 9.01. Financial Statement and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1* Business Combination Agreement, dated as ofMay 10, 2021 , by and amongAusterlitz Acquisition Corporation I ,Wave Merger Sub Limited , andWynn Interactive Ltd. 10.1* Amended and Restated Sponsor Agreement, dated as ofMay 10, 2021 , by and amongAusterlitz Acquisition Corporation I , Austerlitz Acquisition Sponsor, LP I and the Insiders. 10.2 Backstop Agreement, dated as ofMay 10, 2021 , by and amongAusterlitz Acquisition Corporation I and Cannae Holdings, Inc. 10.3 FPA Mutual Termination Agreement, dated as ofMay 10, 2021 , by and amongAusterlitz Acquisition Corporation I and Cannae Holdings, Inc. 99.1 Joint Press Release ofAusterlitz Acquisition Corporation I and WynnInteractive Ltd. , datedMay 10, 2021 . 99.2 Investor Presentation datedMay 2021 . * Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K.Austerlitz Acquisition Corporation I agrees to furnish supplementally a copy of any omitted schedule to theSecurities and Exchange Commission upon request.
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