Horizon Acquisition Corp. (NYSE: HZAC) (“Horizon” or the “Company”)
announced today that Eldridge Industries, LLC (“Eldridge”), an
affiliate of Horizon’s sponsor, Horizon Sponsor, LLC, has entered
into an agreement with DraftKings (NASDAQ: DKNG) to make
a private placement PIPE investment in connection with
the closing of the previously announced merger between Horizon and
Vivid Seats. The investment will be part of the previously
announced PIPE financing for the transaction, with DraftKings
assuming a portion of Eldridge’s commitment. The closing of the
investment is conditioned upon completion of the business
combination between Horizon and Vivid Seats, which is subject to
approval of Horizon’s shareholders.
Stan Chia, Chief Executive Officer of Vivid
Seats, stated, “Todd and the Horizon team continue to provide
strategic value as our merger partner, just one of our
transaction’s unique, differentiating factors. We are delighted to
have the support of DraftKings, a premier, customer-centric
destination for fans.”
Todd Boehly, Chairman and Chief Executive
Officer of Horizon Acquisition Corp., commented, “We are pleased to
announce this investment from DraftKings, one of the country’s
leading and most visible sports tech entertainment companies.
Today’s announcement is a nod to Vivid Seats’ growing and powerful
ticketing marketplace, and will aid the company with its overall
mission to empower fans to ‘Experience It Live.”
Jason Robins, Chief Executive Officer of
DraftKings, commented, “Like DraftKings, Vivid Seats is a
technology-driven company aligned very closely with our
customer-centric business model. We look forward to exploring
future marketing and promotional collaborations with Vivid Seats
that further enhance DraftKings’ ability to offer an unmatched
consumer experience.”
As part of the investment, Eldridge has agreed
to provide DraftKings the option to sell its Vivid Seats shares to
Eldridge on the business day following the first anniversary of
Horizon and Vivid Seats’ business combination closing at price of
$9.77 per share, conditioned upon DraftKings continuously holding
the Vivid Seats shares until such date and certain other terms and
conditions.
“As an investor in both DraftKings and Vivid
Seats, we are excited about the strategic benefits that both firms
can derive from working with one another and are happy to stand
behind DraftKings’ investment for a limited period to help enhance
their relationship,” said Mr. Boehly.
About Horizon Acquisition
CorporationHorizon is a blank check company formed for the
purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with
one or more businesses. Horizon is sponsored by Horizon Sponsor,
LLC, an affiliate of Eldridge. Horizon is led by Todd Boehly, the
Co-founder, Chairman and Chief Executive Officer of Eldridge.
Horizon’s securities are traded on NYSE under the ticker symbols
HZAC, HZAC WS and HZAC.U. Learn more at
https://www.horizonacquisitioncorp.com/.
About Vivid SeatsFounded in
2001, Vivid Seats is a leading online ticket marketplace committed
to becoming the ultimate partner for connecting fans to the live
events, artists, and teams they love. Based on the belief that
everyone should “Experience It Live”, the Chicago-based company
provides exceptional value by providing one of the widest
selections of events and tickets in North America and an industry
leading Vivid Seats Rewards program where all fans earn on every
purchase. Vivid Seats has been chosen as the official ticketing
partner by some of the biggest brands in the entertainment industry
including ESPN, Rolling Stone, and the Los Angeles Clippers.
Through its proprietary software and unique technology, Vivid Seats
drives the consumer and business ecosystem for live event ticketing
and enables the power of shared experiences to unite people. Vivid
Seats is recognized by Newsweek as America’s Best Company for
Customer Service in ticketing. Fans who want to have the best live
experiences can start by downloading the Vivid Seats mobile app,
going to vividseats.com, or calling at 866-848-8499.
Additional Information about the
Business Combination and Where to Find ItIn connection
with the proposed business combination, Horizon will merge with and
into Vivid Seats Inc., which will be the surviving entity and the
going-forward public company and has filed a registration statement
on Form S-4 (the “Registration Statement”) with the SEC, which
includes a proxy statement/prospectus, and certain other related
documents, to be used at the meeting of stockholders to approve the
proposed business combination. INVESTORS AND SECURITY HOLDERS OF
HORIZON ACQUISITION CORPORATION ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS, ANY AMENDMENTS THERETO AND OTHER RELEVANT
DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT VIVID SEATS, HORIZON AND THE BUSINESS
COMBINATION. The proxy statement/prospectus will be mailed to
shareholders of Horizon as of a record date to be established for
voting on the proposed business combination. Investors and security
holders will also be able to obtain copies of the Registration
Statement and other documents containing important information
about each of the companies once such documents are filed with the
SEC, without charge, at the SEC's web site at www.sec.gov.
Participants in
SolicitationHorizon and its directors and executive
officers may be deemed participants in the solicitation of proxies
from Horizon’s members with respect to the proposed business
combination. A list of the names of those directors and executive
officers and a description of their interests in Horizon is
contained in Horizon’s filings with the SEC, including Horizon’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2020, which was filed with the SEC on March 31, 2021 and amended on
May 10, 2021, and is available free of charge at the SEC's web site
at www.sec.gov, or by directing a request to Horizon Acquisition
Corporation, 600 Steamboat Road, Suite 200, Greenwich, CT 06830.
Additional information regarding the interests of such participants
will be set forth in the Registration Statement for the proposed
business combination when available. Vivid Seats and its directors
and executive officers may also be deemed to be participants in the
solicitation of proxies from the shareholders of Horizon in
connection with the proposed business combination. A list of the
names of such directors and executive officers and information
regarding their interests in the business combination will be
contained in the Registration Statement for the proposed business
combination when available.
No Offer or SolicitationThis
document does not constitute a solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the
proposed transaction. This document also does not constitute an
offer to sell or exchange, or the solicitation of an offer to buy
or exchange, any securities, nor will there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation, or sale or exchange would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities will be made except by
means of a prospectus meeting the requirements of section 10 of the
Securities Act of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
LegendCertain statements made in this document are
"forward-looking statements" within the meaning of the "safe
harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995 with respect to the transaction
between Vivid Seats and including statements regarding the benefits
of the transaction, the anticipated timing of the transaction, the
services offered by Vivid Seats and the markets in which it
operates, and Vivid Seats’ projected future results. These
forward-looking statements generally are identified by the words
"estimates," "projected," "expects," "anticipates," "forecasts,"
"plans," "intends," "believes," "seeks," “targets”, "may," "will,"
"should," “would,” “will be,” “will continue,” “will likely
result,” "future," "propose," “strategy,” “opportunity” and
variations of these words or similar expressions (or the negative
versions of such words or expressions) that predict or indicate
future events or trends or are not statements of historical matters
are intended to identify forward-looking statements. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
any investor as, guarantees, assurances, predictions or definitive
statements of fact or probability regarding future performance,
conditions or results, and involve a number of known and unknown
risks, uncertainties, assumptions and other important factors, many
of which are outside Vivid Seats’ or Horizon’s control, that could
cause actual results or outcomes to differ materially from those
discussed in the forward-looking statements. Important factors,
among others, that may affect actual results or outcomes include
the inability to complete the business combination in a timely
manner or at all (including due to the failure to receive required
shareholder approvals, or the failure of other closing conditions
such as the satisfaction of the minimum trust account amount
following redemptions by Horizon’s public stockholders and the
receipt of certain governmental and regulatory approvals), which
may adversely affect the price of Horizon’s securities; the
inability of the business combination to be completed by Horizon’s
business combination deadline and the potential failure to obtain
an extension of the business combination deadline if sought by
Horizon; the occurrence of any event, change or other circumstance
that could give rise to the termination of the transaction; the
inability to recognize the anticipated benefits of the proposed
business combination; the inability to obtain or maintain the
listing of Vivid Seats’ shares on a national exchange following the
proposed business combination; costs related to the proposed
business combination; the risk that the proposed business
combination disrupts current plans and operations, business
relationships or business generally as a result of the announcement
and consummation of the proposed business combination; Vivid Seats’
ability to manage growth; Vivid Seats’ ability to execute its
business plan and meet its projections; potential disruption in
Vivid Seats’ employee retention as a result of the transaction;
potential litigation, governmental or regulatory proceedings,
investigations or inquiries involving Vivid Seats or Horizon,
including in relation to the transaction; changes in applicable
laws or regulations and general economic and market conditions
impacting demand for Vivid Seats or Horizon products and services,
and in particular economic and market conditions in the live events
industry in the markets in which Vivid Seats operates; and other
risks and uncertainties indicated from time to time in the proxy
statement/prospectus relating to the proposed business combination,
including those under “Risk Factors” therein, and in Horizon’s
other filings with the SEC. Forward-looking statements speak only
as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and Vivid Seats and
Horizon assume no obligation and do not undertake any obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by law. Neither Vivid Seats nor Horizon gives any
assurance that either Vivid Seats or Horizon will achieve its
expectations.
Contacts:
InvestorsAshley DeSimone,
ICRAshley.DeSimone@icrinc.com 646-677-1827
Brett Milotte, ICRBrett.Milotte@icrinc.com 332-242-4344
MediaJulia Young,
ICRJulia.Young@icrinc.com 646-277-1280
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