Vivid Seats LLC entered into a definitive agreement to acquire Horizon Acquisition Corporation (NYSE:HZAC) from Horizon Sponsor, LLC, Integrated Core Strategies (US) LLC managed by Millennium Management LLC, Linden Advisors LP, Eldridge Industries LLC and others in a reverse merger transaction on April 21, 2021. Each Horizon ordinary share that is issued and outstanding immediately prior to the effective time (other than any Horizon ordinary shares held in the treasury of Horizon) will be cancelled and converted into one share of Vivid Seats Class A common stock; and each Horizon warrant that is issued and outstanding immediately prior to the effective time will be converted into a corresponding Vivid Seats warrant exercisable for one share of Vivid Seats Class A common stock at an exercise price set forth in the applicable warrant agreement. It is anticipated that the combined company will have an equity market capitalization at closing of approximately $1.95 billion. Post-closing, Vivid Seats shareholder will own approximately 61% of resulting issuer, Horizon public shareholder will own approximately 20%, PIPE investors will own approximately 12% and Horizon Sponsor will own approximately 8% of the resulting issuer. Institutional investors, including Fidelity Management & Research Company LLC, and Eldridge Industries, LLC, have committed to a private investment of $225 million in Class A common stock of the combined company that will close concurrently with the business combination. As of October 14, 2021, Eldridge Industries, LLC has entered into an agreement with DraftKings to make a private placement PIPE investment in connection with the closing of transaction. Existing Vivid Seats shareholders will roll 100% of their equity into the new company. Upon consummation, the Class A common stock and warrants of the combined company will list on Nasdaq under the symbols “SEAT” and “SEAT WS,” respectively.

The combined company, which will be led by Vivid Seats' Chief Executive Officer Stan Chia, will continue to be managed by its management team, including Chief Financing Officer Lawrence Fey. Todd L. Boehly, Chairman and Chief Executive Officer of Horizon and Eldridge, will join the Vivid Seats Board of Directors. This Board of resulting issuer will be chaired by David Donnini, and will consist of nine directors, Todd Boehly, Stan Chia, Martin Taylor, Jane DeFlorio, Julie Masino, Craig Dixon, Mark M. Anderson, and Mark M. Anderson. The transaction is subject to the registration statement being declared effective by the Securities and Exchange Commission, approval by the shareholders or members, as applicable, of Vivid Seats and Horizon and the resulting company Class A Common Stock shall have been approved for listing on a national exchange. The transaction is also subject to all approvals or consents, and all waiting or other periods shall have been obtained or have expired or been terminated. The respective boards of Vivid Seats and Horizon have unanimously approved the proposed business combination. The meeting of the shareholders of Horizon is scheduled on July 21, 2021. The registration statement on Form S-4/A filed with the SEC will be effective as of the closing of the transaction. As of September 24, 2021, the registration statement has been declared effective by the U.S. Securities and Exchange Commission. As of October 14, 2021, Horizon Acquisition Corporation's shareholders approved the Business Combination. Completion of the transaction is expected in the second half of 2021. As of October 8, 2021, the transaction is expected to close on October 18, 2021. All transaction proceeds will be used for debt repayment and capital structure optimization and to position Vivid Seats to continue to invest in growth and improve customer experiences.

Neil Shah, Nathan Graf, Jonathan Knee, John Scuorzo, Darshil Shah, Eli Sevin, Connor Steckly, George Ibrahim, Kieran McDonald, Sofia Sema and Ian Edwards of Evercore is acting as exclusive financial and capital advisor to Vivid Seats. Bradley C. Faris, Justin G. Hamill, Patrick Shannon, Shagufa Hossain, Andra Troy, Larry Stein, William Kessler, Bradd Williamson, Jennifer Van Driesen, Benjamin Berman, Jeffrey Tochner, Hanno Kaiser, Patrick English, Robert Collins, and Jennifer Archie of Latham & Watkins LLP is acting as legal advisor to Vivid Seats. Credit Suisse is acting as lead financial and capital markets advisor to Horizon. Deutsche Bank Securities and RBC Capital Markets are also acting as financial and capital markets advisors to Horizon. Damon Fisher, Bianca Levin-Soler, Christian Nagler, Aslam Rawoof, Anne Kim and William Dong of Kirkland & Ellis LLP is acting as legal advisor to Horizon. Citigroup Inc. acted as financial advisor to Vivid Seats LLC and will receive a fee of $1 million. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent for Horizon. D.A. Davidson & Co. acted as financial advisor for Horizon for a cash advisory fee of $0.4 million. William Blair & Company, L.L.C. acted as capital markets advisor to Horizon and will receive a fee of $1.5 million. Morrow & Co., LLC acted as the proxy solicitor to Horizon for a fee of $47,500.

Vivid Seats LLC completed the acquisition of Horizon Acquisition Corporation (NYSE:HZAC) from Horizon Sponsor, LLC, Integrated Core Strategies (US) LLC managed by Millennium Management LLC, Linden Advisors LP, Eldridge Industries LLC and others in a reverse merger transaction on October 18, 2021. Horizon has merged with and into Vivid Seats, with Vivid Seats as the surviving corporation. Beginning on October 19, 2021, Vivid Seats' common stock and warrants are expected to begin trading on the NASDAQ Global Select Market (“NASDAQ”) under the ticker symbol “SEAT” and “SEATW”, respectively.