Genius Sports Limited announces commencement of warrant filing

LONDON AND NEW YORK–(COMMERCIAL THREAD)–Genius Sports Limited (NYSE: GENI) (“Genius” or the “Company”) announced today that it has initiated a solicitation of consents (the “Consent Solicitation”) from the holders of the Company’s outstanding warrants effective 16 November, 2022 to change the Exercise Period in its Warrant Agreement so that the warrants expire on January 18, 2023, rather than April 20, 2026 (such change, the “Warrant Change”).

Should the holders of more than 50% of the outstanding Public Warrants consent, the Company would offer the warrant holders the option to exercise without cash and receive 0.260 shares of common stock for each warrant exercised. The Warrant Amendment, if successfully adopted, would also revise the Exercise Period to expire on January 18, 2023, effectively ensuring that, if the consensus is successful, there will be no outstanding warrants after January 19, 2023. 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 about Genius’ capital structure.

In addition, on November 18, 2022, the Company issued a notice to warrant holders indicating that the Company has lowered the exercise price of the warrants from $11.50 to a price equal to 74% of the closing price of common stock on the New York Stock Exchange on the trading day preceding the delivery date of an exercise notice (if such reduced exercise price would be less than $11.50 per share). The notice to warrant holders further disclosed that the Company has entered into an amendment to the Warrant Agreement (the “Cashless Exercise Amendment”) with the Warrant Agent pursuant to Section 9.8 of the Warrant Agreement providing all warrant holders the option, but not the obligation to exercise their warrants without cash during the Exercise Period. Each of the reduced strike price and the Cashless Exercise Amendment is conditioned upon the obtainment of the consents required to give effect to the Warrant Amendment, which condition may be waived by the Company in its sole discretion. If the Warrant Amendment is approved, the warrants will cease trading on the New York Stock Exchange on January 18, 2023 (20 business days commencing on and including December 19, 2022, the first business day following the expiration date of the Consent Solicitation), and all previously unexercised warrants will expire worthless on that date.

Before obtaining the necessary consents to approve the Warrant Amendment and the effectiveness of the Warrant Amendment, any exercise of the warrants must be carried out in the terms established in the Warrant Agreement in force at the date hereof, without giving effect to the exercise reduced price or the Cashless Business Amendment.

The Consent Solicitation will expire on the expiration date, which is 11:59 PM Eastern time on December 16, 2022, or such later time and date as Company may extend.

The Company’s common stock and warrants are traded on the New York Stock Exchange under the symbol “GENI” and “GENI WS”, respectively. As of 17 November 2022 there were n. 7,668,381 warrants.

The Company hired BofA Securities, Inc. as solicitation agent for Consent Solicitation. The solicitation agent participates only in the consent solicitation and will not be involved, in any way, in the exercise of the warrants after the expiration date of the consent solicitation. DF King & Co., Inc. has been appointed disclosure and tabulating agent for Consent Solicitation and Continental Stock Transfer & Trust Company is the transfer agent for the Company. Requests for documents should be directed to DF King & Co., Inc. at (800) 370-1749 (for warrant holders) or (212) 269-5550 (for banks and brokers) or via the following e- email: [email protected]

Important additional information has been filed with the US Securities and Exchange Commission

In connection with the Consent Solicitation, the Company has filed with the United States Securities and Exchange Commission a registration statement on Form F-4.

The Consent Solicitation is made solely on the terms and conditions of the prospectus (which forms a part of the registration statement). Copies of the Schedule TO and the prospectus will be available free of charge on the US Securities and Exchange Commission website at www.sec.gov.

This announcement is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell the warrants or an offer to sell or a solicitation of an offer to buy any common stock in any state where such offer, solicitation or sale would be unlawful prior to registration or qualification under the laws of those states. Consent Solicitation is made via Schedule TO only and the prospectus and the full terms and conditions of the Consent Solicitation are set out in the Schedule TO and prospectus.

Warrant holders are advised to read the TO Schedule and prospectus carefully before making any decision regarding the Consent Solicitation as it contains important information, including the various terms and conditions of the Consent Solicitation.

None of the Company, none of its officers or board of directors, or the solicitation agent, transfer agent or information and tabulator makes any recommendation that warrant holders should consent or minus the Warrant Amendment in the Consent Solicitation.

About Genius Sports

Genius Sports is the official data, technology and broadcast partner powering the global ecosystem connecting sports, betting and media. Our technology is used in over 150 countries around the world, creating highly engaging products that enrich fan experiences for the entire sports industry.

We are the trusted partner of over 400 sports organizations, including many of the world’s biggest leagues and federations such as the NFL, EPL, FIBA, NCAA, NASCAR, AFA and Liga MX.

Genius Sports is uniquely positioned through cutting edge technology, scale and global reach to support our partners. Our innovative use of big data, computer vision, machine learning and augmented reality connects the entire sports ecosystem, from the rights holder to the fan.

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 fact are forward-looking statements. These forward-looking statements include information about our possible or anticipated future results of operations or our performance. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “estimates,” and variations of those 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 conclusion of the Consent Solicitation, entry into the Warrant Amendment and the effects of the Consent Solicitation on our capital structure. While the Company believes that the forward-looking statements contained in this news 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 associated with our reliance on relationships with sports organizations and the potential loss of those relationships or failure to renew or expand existing relationships; fraud, bribery or negligence in connection with sporting events, or by our employees or contract statisticians; risks associated with changes to national and foreign laws and regulations or their interpretation; compliance with applicable data protection and privacy laws; pending litigation and investigations; failure to protect or enforce our proprietary and intellectual property rights; intellectual property infringement complaints; our dependence on information technology; risks associated with our ability to obtain anticipated benefits of the business combination with dMY Technology Group, Inc. II; and other factors included under the heading “Risk Factors” in our SEC filings.

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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