DraftKings, Inc. and SBTech Limited entered into a non-binding term sheet to acquire Diamond Eagle Acquisition Corp. in a reverse merger transaction.
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.