FBG Enterprises Opco, LLC entered into a stock and equity sale agreement to acquire PointsBet USA Inc. from PointsBet Holdings Limited (ASX:PBH) for $150 million on May 14, 2023. As for consideration the purchase price is $150 million on a cash free, debt free basis Transaction is subject to a number of conditions including regulatory approvals and PointsBet shareholders to vote on the Proposed Transaction at a Shareholder Meeting expected to be held in late June 2023. The PointsBet Board unanimously recommends that shareholders vote in favor of the Proposed Transaction at the Shareholder Meeting, in the absence of a Superior Proposal. Following completion of the sale of the US Business, the Company intends to distribute to shareholders the net sale proceeds (after applicable taxes and transaction costs) together with the majority of the Company?s current corporate cash reserves that will be surplus to the needs of the remaining business. PointsBet must pay a fee of $1.5 million if FBG Enterprises Opco, LLC terminates the Sale Agreement because PointsBet?s board or any board member fails to make or changes its recommendation that PointsBet?s shareholders approve the Proposed Transaction. As of June 28, 2023, PointsBet has amended its Stock and Equity Sale Agreement with FBG, increasing cash consideration to $225 million or $75 million higher than originally agreed. The consideration will be paid in two-stages, with $175 million (including the full $75 million increase in headline cash consideration) to be received at the initial completion and $50 million to be received at the subsequent completion, subject to agreed adjustments. As of June 30, 2023, the board and the shareholders of PointsBet Holdings approved the transaction. As of July 28, 2023, PointsBet to approach Shareholders for approval on the the proposed transaction expected timing of the Initial Completion in Early-September 2023 and subsequent completion in March 2024, at the Hybrid Extraordinary General Meeting to held on August 29, 2023. As of August 31, 2023, regulatory approval received.

Moelis & Company LLC and Flagstaff Partners Pty Ltd acted as financial advisors to PointsBet Holdings Limited. Jenner & Block LLP, Lance Sacks, Adrian Lawrence of Baker & McKenzie and Orrick, Herrington & Sutcliffe LLP acted as legal advisors to PointsBet Holdings Limited. Randi Mason, Jessica Lipson, Isaac Grossman, Jeff Laska, Jeff Englander, and Seth Segan of Morrison Cohen LLP acted as legal advisor to FBG Enterprises.

FBG Enterprises Opco, LLC completed the acquisition of PointsBet USA Inc. from PointsBet Holdings Limited (ASX:PBH) on April 3, 2024. Mark Hughes and Aonghus Mulvihill will join the executive leadership team at Fanatics Betting and Gaming from PointsBet USA. In addition, more than 200 PointsBet employees are joining FBG in a variety of roles and the company has taken over the leases of the former PointsBet offices in Denver, CO and Dublin, Ireland.