DraftKings, Inc. and SBTech (Global) Limited entered into a non-binding term sheet to acquire Diamond Eagle Acquisition Corp. (NasdaqCM:DEAC) in a reverse merger transaction on October 14, 2019. DraftKings, Inc. and SBTech (Global) Limited signed a definitive business combination agreement to acquire Diamond Eagle Acquisition Corp. in a reverse merger transaction, on December 22, 2019. Following the completion of the business combination agreement, Jason Robins shall have 90% of the voting power of the capital stock of New DraftKings. As per filing on April 7, 2020, $10 million of the cash consideration to be received by the SBTech sellers and the holders of cashed- out SBTech Options will be placed into escrow at the closing of the business combination for a period of two years, and additional shares of class A common stock of the post-business combination company to be received by the SBTech Sellers and underlying the Exchanged SBTech Options totaling $20 million in value as of the closing will be subject to a lock-up for a period of two years from closing to cover certain indemnification obligations of the SBTech Sellers and holders of Cashed- Out SBTech option relating to a cybersecurity incident. In connection with the closing of the transaction, Diamond Eagle intends to change its name to DraftKings Inc., reincorporate in Nevada and remain Nasdaq-listed under a new ticker symbol “DKNG”. In case of termination of the transaction, DraftKings must pay to SBTech a termination fee of $3 million. The new DraftKings will continue to be led by Co-Founder and Chief Executive Officer, Jason Robins, and will retain DraftKings' highly experienced management team, including Co-Founders Paul Liberman and Matt Kalish. The SBTech management team who bring a wealth of international markets, trading and risk management experience will also be integrated into the organization. As per filing on March 27, 2020, the Board of Directors and management of the resulting issuer will be Jason D. Robins, Chief Executive Officer and Chairman of the Board; Harry Evans Sloan, Vice Chairman of the Board; Michael Gavin Isaacs, Director; Matthew Kalish, President, DraftKings North America, Director; Woodrow H. Levin, Director; Paul Liberman, President, Global Technology and Product, Director; Shalom Meckenzie, Director; Ryan R. Moore, Director; Steven J. Murray, Director; Hany M. Nada, Director; Richard Rosenblatt, Director; John S. Salter, Director; Marni M. Walden, Director; R. Stanton Dodge, Chief Legal Officer and Secretary and Jason K. Park as Chief Financial Officer.

The deal is subject to customary closing conditions, including the registration statement being declared effective by the Securities and Exchange Commission ("SEC"), Diamond Eagle Acquisition Corp. having at least $400 million of cash at the closing of the business combination, New DK Class A Common Stock to be issued as SBT Share Consideration and DK Merger Consideration shall have been approved for listing on the NASDAQ, ancillary agreements shall have been duly executed, antitrust approvals, approval by the shareholders or members, as applicable, of DraftKings and SBTech (each of which has been obtained) and the stockholders of Diamond Eagle, and certain regulatory approvals. The respective Boards of Directors or managers, as applicable, of DraftKings, SBTech and Diamond Eagle have unanimously approved the proposed business combination. As of January 27, 2020, FTC granted the early termination notice. The transaction is expected to close in the first half of 2020. A of March 12, 2020, the transaction is expected to close in the second fiscal quarter of 2020. A special meeting of Diamond Eagle stockholders will be held on April 9, 2020 to approve the business combination. As of April 9, 2020, special meeting of Diamond Eagle stockholders adjourned and will reconvene on April 23, 2020 to approve the transaction. The required approvals of DraftKings' stockholders and SBT's shareholders have been obtained. As of April 15, 2020, registration statement on Form S-4 has been declared effective by SEC. As on April 23, 2020, the transaction was approved by the Diamond Eagle shareholders.

Deutsche Bank Securities Inc. and Goldman Sachs & Co. LLC are acting as capital markets advisors and Goldman Sachs and Credit Suisse are acting as private placement agents to Diamond Eagle. Goldman Sachs is acting as exclusive financial advisor to Diamond Eagle. Raine Group is acting as exclusive financial advisor to DraftKings. Scott D. Miller, Ronald E. Creamer, Nader A. Mousavi and Regina L. Readling of Sullivan & Cromwell LLP is acting as legal advisors to DraftKings. Joel L. Rubinstein, Jason Osborn, Elliott Smith, Jonathan Rochwarger, Rob Heller, Neely Agin and Jen Stadler of Winston & Strawn LLP is acting as legal advisor to Diamond Eagle. Stifel is acting as financial advisor and Gil White, Ran Hai, Erez Abu, Yehoshua Shohat Gurtler, Yuval Navot, Ehab Farah, Shachar Porat, Daniel Lowbeer, Karen Elburg, Jenia Melkhior and Ido Manor of Herzog, Fox & Neeman and Skadden, Arps, Slate, Meagher & Flom LLP are acting as legal advisors to SBTech. Morrow & Co., LLC acted as proxy solicitor to Diamond Eagle Acquisition and Diamond Eagle has agreed to pay Morrow a fee of $35,000, plus disbursements. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent for Diamond Eagle Acquisition.