Genius Sports Limited Announces Extension of Consent Solicitation Relating to Warrants
Genius Sports Limited (NYSE: GENI) has extended its Consent Solicitation for outstanding warrants to January 19, 2023. This extension allows warrant holders to exercise their warrants at a reduced price of 74% of the reference price, or receive 0.260 Ordinary Shares for each warrant exercised. Unexercised warrants will automatically convert at 76.6% of the reference price. The solicitation aims to simplify the capital structure and mitigate potential dilution. BofA Securities is the solicitation agent.
- Extension of Consent Solicitation provides additional time for warrant holders to respond.
- Reduced exercise price of warrants could incentivize participation and strengthen capital structure.
- Dependency on obtaining at least 50% consents from warrant holders may pose a risk for the company.
- Potential dilution impact remains a concern for existing shareholders if warrants are exercised.
The Company intends to file amendments to its Schedule TO and Form F-4 to amend the terms set forth therein to (i) provide holders of warrants with the opportunity to exercise their warrants on a cash or cashless basis at a reduced exercise price of
The purpose of the Consent Solicitation is to simplify the Company’s capital structure and reduce the potential dilutive impact of the warrants thereby providing the Company with greater financial flexibility and providing investors and prospective investors with greater certainty as to Genius’ capital structure.
Prior to obtaining the requisite consents to approve the Warrant Amendment and the effectiveness of the Warrant Amendment, any exercise of the warrants shall be on the terms set forth in the Warrant Agreement as in effect on the date hereof, without giving effect to the transactions described above.
The Company has engaged
Important Additional Information Has Been Filed with the
In connection with the Consent Solicitation, the Company has filed with the
This announcement is for informational purposes only and shall not constitute an offer to purchase or a solicitation of an offer to sell the warrants or an offer to sell or a solicitation of an offer to buy any ordinary shares in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. The Consent Solicitation is being made only through the Schedule TO and prospectus and the complete terms and conditions of the Consent Solicitation are set forth in the Schedule TO and prospectus.
Holders of the warrants are urged to read the Schedule TO and prospectus carefully before making any decision with respect to the Consent Solicitation because they contain important information, including the various terms of, and conditions to, the Consent Solicitation.
None of the Company, any of its management or its board of directors, or the solicitation agent, the transfer agent or the information and tabulation agent makes any recommendation as to whether or not holders of warrants should consent to the Warrant Amendment in the Consent Solicitation.
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We are the trusted partner to over 400 sports organizations, including many of the world’s largest leagues and federations such as the NFL, EPL,
Forward-Looking Statements
This press release contains forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve significant risks and uncertainties. All statements other than statements of historical facts are forward-looking statements. These forward-looking statements include information about our possible or assumed future results of operations or our performance. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “estimates,” and variations of such words and similar expressions are intended to identify such forward looking statements. Forward-looking statements in this press release may include, for example, statements about the consummation of the Consent Solicitation, the entry into the Warrant Amendment and the effects of the Consent Solicitation on our capital structure. Although the Company believes that the forward-looking statements contained in this press release are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in such forward-looking statements, including but not limited to: our ability to successfully complete the Consent Solicitation; the effect of COVID-19 on our business; risks related to our reliance on relationships with sports organizations and the potential loss of such relationships or failure to renew or expand existing relationships; fraud, corruption or negligence related to sports events, or by our employees or contracted statisticians; risks related to changes in domestic and foreign laws and regulations or their interpretation; compliance with applicable data protection and privacy laws; pending litigation and investigations; the failure to protect or enforce our proprietary and intellectual property rights; claims for intellectual property infringement; our reliance on information technology; risks related to our ability to achieve the anticipated benefits from the business combination with dMY
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to publicly update or revise any forward-looking statements contained herein, to reflect any change in our expectations with respect to such statements or any change in events, conditions or circumstances upon which any statement is based.
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Media
+1 (202) 766-4430
chris.dougan@geniussports.com
Investors
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FAQ
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