Item 1.01 Entry Into a Material Agreement
Backstop Agreement
On May 10, 2021, Austerlitz Acquisition Corporation I ("AAC") entered into a
Business Combination Agreement (the "Business Combination Agreement") by and
among AAC, Wave Merger Sub Limited, an exempted company incorporated in Bermuda
and a direct, wholly owned subsidiary of AAC ("Merger Sub"), and Wynn
Interactive Ltd., an exempted company incorporated in Bermuda (the "Company").
The Business Combination Agreement provides for, among other things, the
consummation of certain transactions whereby the Company will become a wholly
owned subsidiary of AAC (the "Business Combination").
In connection with the signing of the Business Combination Agreement, AAC and
Cannae Holdings Inc. ("Cannae") entered into that certain Backstop Facility
Agreement (the "Backstop Agreement") whereby Cannae has agreed, subject to the
other terms and conditions included therein, at the BPS Closing (as defined in
the Backstop Agreement), to subscribe for AAC Class A Ordinary Shares in order
to fund redemptions by shareholders of AAC in connection with the Business
Combination, in an amount of up to $690,000,000 ( the "Cannae Subscription"), in
consideration for a placement fee of $3,450,000.
The foregoing description of the Backstop Agreement is not complete and is
qualified in its entirety by reference to the Backstop Agreement, which is
attached as Exhibit 10.1 to this Current Report and incorporated herein by
reference.
Amended and Restated Sponsor Agreement
In connection with the execution of the Business Combination Agreement and the
Backstop Agreement, AAC amended and restated (a) that certain letter agreement
(the "Sponsor Agreement"), dated March 2, 2021, between AAC and Austerlitz
Acquisition Sponsor, LP I (the "Sponsor") and (b) that certain letter agreement,
dated as of March 2, 2021, by and between AAC and the Sponsor and each of the
directors and officers of AAC (collectively, the "Insiders"), and entered into
that certain amended and restated sponsor agreement (the "Amended and Restated
Sponsor Agreement") with Cannae, the Sponsor and the Insiders. Pursuant to the
Amended and Restated Sponsor Agreement, among other things, Cannae along with
the Sponsor and the Insiders agreed (i) to vote any AAC securities in favor of
the Business Combination and other AAC Shareholder Matters (as defined in the
Business Combination Agreement), (ii) not to seek redemption of any AAC
securities and not to transfer any AAC securities for a period be one (1) year
following the Closing Date (or, if the volume weighted average price of the WIL
Class A Ordinary Shares (as defined in the Business Combination Agreement)
equals or exceeds $12.00 per share for any 20 trading days within a 30 trading
day commencing 150 days after the Closing Date), and (iii) to be bound to
certain other obligations as described therein.
The foregoing description of the Amended and Restated Sponsor Agreement is not
complete and is qualified in its entirety by reference to the Amended and
Restated Sponsor Agreement, which is attached as Exhibit 10.2 to this Current
Report and incorporated herein by reference.
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
February 25, 2021, pursuant to which Cannae agreed to purchase, immediately
prior to the closing of AAC's initial business combination transaction, an
aggregate of 5,000,000 AAC Class A Ordinary Shares and 1,250,000 AAC public
warrants.
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.
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