Penn Nationwide Gaming to Purchase Rating Media and Gaming, Creating North America’s Main Digital Sports activities Content material, Gaming and Know-how Firm


WYOMISSING, Penn. & TORONTO–()–Penn Nationwide Gaming, Inc. (Nasdaq: PENN) (“Penn Nationwide” or the “Firm”) and Rating Media and Gaming, Inc. (TSX: SCR; Nasdaq: SCR) (“theScore”) introduced at present that they’ve entered right into a definitive settlement whereby Penn Nationwide will purchase theScore, a number one digital media and sports activities betting and know-how firm, for about US$2.0 billion in money and inventory.

Below the phrases of the settlement, theScore shareholders will obtain US$17.00 in money and 0.2398 shares of Penn Nationwide widespread inventory for every theScore share, which suggests a complete buy consideration of US$34.00 per theScore share primarily based on Penn Nationwide’s 5-day quantity weighted common buying and selling value as of July 30, 2021. The transaction has been unanimously permitted by the boards of administrators of each firms and is at present anticipated to shut within the first quarter of 2022. Upon completion of the transaction, present Penn Nationwide and theScore shareholders will maintain roughly 93% and seven% respectively, of the Firm’s excellent shares. Penn Nationwide expects to fund the roughly US$1 billion money portion of the consideration utilizing current money on its stability sheet.

Jay Snowden, President and Chief Govt Officer of Penn Nationwide, commented, “We’re thrilled to be buying theScore, which is the primary sports activities app in Canada and the third hottest sports activities app in all of North America. theScore’s distinctive media platform and fashionable, state-of-the artwork know-how is a strong complement to the attain of Barstool Sports activities and its in style personalities and content material.”

Mr. Snowden continued, “We are actually uniquely positioned to seamlessly serve our prospects with probably the most highly effective ecosystem of sports activities, gaming and media in North America, in the end making a group that doesn’t at present exist. Customers will get pleasure from a singular cell sports activities betting and iCasino platform with extremely personalized bets and enhanced in-gaming wagering alternatives, together with extremely participating, personalised sports activities and leisure content material, and actual time scores and stats. We imagine this highly effective new flywheel will lead to best-in-class engagement and retention.

“Importantly, the transaction gives us with a path to full management of our personal tech stack. theScore has developed a state-of-the-art participant account administration system and is finalizing the event of an in-house managed threat and buying and selling service platform. This could result in vital financial savings in third occasion platform prices and permit us to broaden our product choices – offering the lacking piece for working at what we anticipate to be trade main margins. Along with the synergies, we’ll be getting access to theScore’s deep pool of product and engineering expertise and data-driven consumer analytics which can assist drive our buyer acquisition, engagement, retention methods and money flows,” stated Mr. Snowden.

“Operators which have achieved early on-line market share have executed so primarily via first mover benefit, leveraging current buyer databases and vital advertising spend. We imagine the long-term winners can be outlined by best-in-class merchandise, bespoke content material, environment friendly buyer acquisition, multi-platform attain and broad market entry,” concluded Mr. Snowden.

John Levy, Chairman and Chief Govt Officer of theScore, commented, “This deal brings collectively two firms that share a imaginative and prescient for the way media and gaming intersect, and we couldn’t be extra excited to hitch the Penn Nationwide household. I’m pleased with theScore staff and all of our accomplishments, and imagine the time is correct to take the subsequent step and align with an organization in Penn Nationwide with the sources and scale to speed up our enterprise. We’re excited to hitch forces with Penn to type probably the most highly effective media and gaming firm in North America.

“We’ve constructed an revolutionary, technology-led built-in media and gaming enterprise that has us poised for achievement throughout North America, together with the extremely anticipated upcoming rollout of business sports activities betting in Canada,” continued Mr. Levy. “With Penn’s help, we are going to proceed to spend money on constructing our Canadian operations, rising our footprint and increasing our workforce. On a private observe, Benjie and I are very a lot wanting ahead to persevering with to go up theScore as a part of the brand new mixed firm.

“We now have been strategic companions with Penn Nationwide since 2019 and have come to understand that they’ve the identical robust tradition and appreciation for develop a enterprise. Jay and his staff have executed an amazing job constructing an distinctive retail enterprise and on-line gaming platform in partnership with Barstool Sports activities and we’re assured that by combining our main sports activities media model and proprietary know-how, we are going to solidify Penn Nationwide as a market chief,” concluded Mr. Levy.

Jon Kaplowitz, Head of Penn Interactive, commented, “This can be a vital milestone for Penn Interactive and Penn Nationwide. With the acquisition of theScore, we may have larger means to innovate and provide a best-in-class product to our prospects. Personally, I’m excited to hitch forces with John, Benjie, and the remainder of theScore staff who’ve confirmed to be nice companions and superb thought leaders in our trade.”

Benjie Levy, President and Chief Working Officer of theScore, commented, “The mixture of theScore and Penn Nationwide creates a first-of-its-kind vertically built-in media and omni-channel gaming enterprise, which brings collectively world-class know-how, extremely participating sports activities content material and unparalleled attain. With our achieved staff in place, this deal bolsters our means to develop our already robust North American presence from our base in Canada and primes us even additional to capitalize on the large upcoming betting alternative in our residence nation. Over time, we’ve constructed our loyal consumer base and relationship with followers by authentically delivering deeply personalised merchandise. That’s an method that seamlessly matches with Penn’s present technique and digital choices and can present for materials long-term advantages as we collaborate to much more deeply combine throughout our platforms.

“The transaction will present theScore with rapid scale and sources, the advantages of which can allow staff to raised execute on the mixed firms’ marketing strategy and ship enhanced built-in product choices to our prospects,” continued Mr. Levy. “The transaction additionally gives theScore shareholders rapid liquidity at a considerable premium and a chance to take part in any future upside of the mixed firm.”

Compelling Strategic and Monetary Advantages:

Penn Nationwide anticipates that the acquisition of theScore will present adjusted EBITDA accretion by Yr 2, an incremental $200mm+ medium time period adjusted EBITDA, and $500mm+ of incremental long run adjusted EBITDA upside.

Bringing Know-how In-Home:

The acquisition of theScore will permit Penn Nationwide to raised handle all crucial features of its know-how stack, resulting in larger management over its product growth roadmap, decreased prices, and an enhanced buyer expertise. It’ll additionally permit Penn Nationwide to drive margin enlargement by eliminating charges and bills at present being paid to 3rd occasion know-how and repair suppliers.

Sturdy Dedication to Canada:

Penn Nationwide believes the Canadian gaming market represents a compelling alternative for progress. Penn Nationwide intends to function theScore as a stand-alone enterprise, headquartered in an expanded Toronto workplace, that can proceed to be led by the Levy household with the identical working philosophy that has pushed the corporate’s success so far. The enterprise will proceed to make the most of ‘theScore’ app and model that customers have come to belief.

Penn Nationwide was drawn to theScore, partly, for its prepared entry to a deep pool of Canadian engineering and know-how experience. Penn Nationwide expects to leverage Canada’s world class know-how expertise pool to develop theScore’s engineering and manufacturing workforce primarily based in Ontario because the enterprise scales.

Volumetric Value Financial savings:

The transaction will create an additional scaled North American sports activities, on-line gaming and media enterprise. This broader attain will present volumetric financial savings for content material charges, cost bills, and different providers, together with the elimination of public firm prices.

Enhanced Buyer Acquisition and Retention:

theScore is the third largest sports activities app in North America and primary in Canada, with extremely engaged customers spending 113 minutes per thirty days in-app*. Early outcomes present the ability of theScore’s built-in media and betting ecosystem to raised interact and retain customers; theScore Guess customers with theScore media app in comparison with theScore Guess customers who would not have theScore media app produce 88% greater deal with/consumer, place 3x the variety of bets/consumer, and generate a 91% enhance in day 30 retention**. This elevated cross-promotion ecosystem between theScore and Barstool is predicted to result in greater income.

Growth Into New Verticals:

This acquisition underscores Penn Nationwide’s targeted, disciplined funding technique which positions us on the epicenter of sports activities, media, gaming and know-how and gives us with a number of channels for future progress. As well as, this transaction accelerates Penn Nationwide’s technique to enter into different adjacencies that leverage the Barstool and theScore manufacturers and client enchantment, such because the extremely coveted esports media vertical.

Financing:

Penn Nationwide will fund the acquisition via a mixture of money readily available and customary inventory. We anticipate the transaction, on the time of shut, to be leverage impartial to our lease-adjusted web leverage of 4.0x as of June 30, 2021.

theScore Shareholder Assist

Penn Nationwide has entered into voting help settlement with the administrators of theScore, John Levy and Benjamin Levy, and Relay Ventures, a big shareholder of theScore, beneath which they’ve agreed, topic to sure termination rights, to vote the entire theScore shares held by them in favor of the transaction, which represents in complete roughly 30 p.c of the prevailing voting shares of theScore.

Advisors

Goldman, Sachs & Co. LLC and Code Advisors LLC are performing as monetary advisors and Wachtell, Lipton, Rosen & Katz and Blake, Cassels & Graydon LLP are performing as authorized advisors to Penn Nationwide in reference to the transaction. Morgan Stanley & Co. LLC and Canaccord Genuity Group are performing as monetary advisors and Paul, Weiss, Rifkind, Wharton & Garrison LLP and McCarthy Tétrault LLP are performing as authorized advisors to theScore in reference to the transaction. Greenhill & Co. Canada, Ltd. is performing as unbiased monetary advisor to theScore’s board of administrators.

Osler, Hoskin & Harcourt LLP is performing as authorized advisor to the Levy Household in reference to this transaction.

Extra Transaction Particulars

theScore’s board of administrators unanimously concluded that the transaction is in the most effective pursuits of theScore and advocate that theScore shareholders vote in favor of the transaction.

Greenhill & Co. Canada, Ltd. (“Greenhill”), unbiased monetary advisor to theScore’s board of administrators, has delivered a equity opinion to theScore’s board of administrators stating that, as of the date thereof and, primarily based upon and topic to the assumptions, {qualifications}, and limitations said in such opinion and such different issues Greenhill thought-about related, the consideration to be acquired by shareholders of theScore pursuant to the transaction is honest, from a monetary standpoint, to shareholders of theScore (aside from the Levy household shareholders signing voting help agreements, Penn Nationwide and its associates). Pursuant to its engagement letter with theScore’s board of administrators, Greenhill will obtain a hard and fast price for the supply of the equity opinion. No charges payable to Greenhill are contingent on the conclusions reached within the equity opinion or on the end result of the association.

The transaction is structured as an association beneath the Enterprise Firms Act (British Columbia) and is topic to customary closing situations, together with approval of the shareholders of theScore, the approval of relevant gaming authorities, the expiration or termination of the relevant ready interval beneath the Hart-Scott-Rodino Act, approval beneath the Funding Canada Act and different customary closing situations as set forth within the association settlement. The transaction will not be topic to any financing situation. theScore is topic to customary non-solicitation provisions beneath the association settlement. The settlement additionally features a termination price payable in sure circumstances.

Eligible Canadian shareholders of theScore will be capable to elect to obtain exchangeable shares in a Canadian subsidiary of Penn Nationwide, which can be exchangeable into Penn Nationwide shares, as an alternative of the Penn Nationwide shares to which they’d in any other case be entitled.

Shareholder Assembly Supplies

Additional data relating to the transaction can be included in an data round to be mailed to theScore shareholders. A gathering of theScore shareholders is predicted to be scheduled in mid-October to think about the transaction.

PENN Second Quarter 2021 Earnings Outcomes

In a separate press launch issued at present, Penn Nationwide introduced its Second Quarter 2021 monetary outcomes. To entry the earnings launch, please go to right here.

Convention Name and Webcast

Penn Nationwide and theScore will host a convention name and simultaneous webcast at present, August 5, 2021 at 9:00 a.m. ET to evaluate the transaction and host a query and reply session. The convention name quantity is 212/231-2907; please name 5 minutes upfront to make sure that you’re linked previous to the presentation. events may additionally entry the dwell name on the Web at www.pngaming.com or theScore’s web site at http://scoremediaandgaming.com; permit quarter-hour to register and obtain and set up any needed software program. Questions and solutions can be reserved for call-in analysts and traders. A replay of the decision could be accessed for thirty days on the Web at www.pngaming.com or theScore’s web site at http://scoremediaandgaming.com. In the course of the convention name and webcast, administration will evaluate a presentation summarizing the proposed transaction which could be accessed at www.pngaming.com.

About Penn Nationwide

With the nation’s largest and most diversified regional gaming footprint, together with 43 properties throughout 20 states, Penn Nationwide continues to evolve right into a extremely revolutionary omni-channel supplier of retail and on-line gaming, dwell racing and sports activities betting leisure. The Firm’s properties characteristic roughly 50,000 gaming machines, 1,300 desk video games and eight,800 lodge rooms, and function beneath varied well-known manufacturers, together with Hollywood, Ameristar, and L’Auberge. Our wholly-owned interactive division, Penn Interactive Ventures, LLC, operates retail sports activities betting throughout the Firm’s portfolio, in addition to on-line social on line casino, bingo, and iCasino merchandise. In February 2020, Penn Nationwide entered right into a strategic partnership with Barstool Sports activities, Inc. (“Barstool”) whereby Barstool will completely promote the Firm’s land-based and on-line casinos and sports activities betting merchandise, together with the Barstool Sportsbook cell app, to its nationwide viewers. The Firm’s omni-channel method is bolstered by the myalternative loyalty program, which rewards and acknowledges its over 24 million members for his or her loyalty to each retail and on-line gaming and sports activities betting merchandise with probably the most dynamic set of choices, experiences, and repair ranges within the trade.

About theScore

theScore empowers thousands and thousands of sports activities followers via its digital media and sports activities betting merchandise. Its media app ‘theScore’ is among the hottest in North America, delivering followers extremely personalised dwell scores, information, stats, and betting data from their favourite groups, leagues, and gamers. The Firm’s sports activities betting app ‘theScore Guess’ delivers an immersive and holistic cell sports activities betting expertise and is at present accessible to position wagers in New Jersey, Colorado, Indiana and Iowa. theScore additionally creates and distributes revolutionary digital content material via its internet, social and esports platforms.

Ahead Trying Statements

This press launch accommodates “forward-looking statements” inside the which means of the Personal Securities Litigation Reform Act of 1995 and relevant Canadian securities legal guidelines.

These statements could be recognized by means of forward-looking terminology resembling “expects,” “believes,” “estimates,” “tasks,” “intends,” “plans,” “aim,” “seeks,” “could,” “will,” “ought to,” or “anticipates” or the damaging or different variations of those or related phrases, or by discussions of future occasions, methods or dangers and uncertainties. Particularly, forward-looking statements embody, however will not be restricted to, statements relating to the Firm’s acquisition of theScore, the Firm’s digital technique, the potential advantages of the acquisition of theScore, together with advantages for the Firm’s digital betting and content material platform via the combination of Barstool Sports activities and theScore, the anticipated monetary returns from the acquisition of theScore, together with reductions in buyer acquisition and third occasion prices, and progress in gross sales in North America and the projected cut-off date of the acquisition of theScore. Such statements are all topic to dangers, uncertainties and adjustments in circumstances that might considerably have an effect on the Firm’s future monetary outcomes and enterprise. Accordingly, the Firm and theScore cautions that the forward-looking statements contained herein are certified by necessary components that might trigger precise outcomes to vary materially from these mirrored by such statements. Such components embody, however will not be restricted to: (a) the magnitude and length of the influence of the COVID-19 pandemic on normal financial situations, capital markets, unemployment, client spending and the Firm’s liquidity, monetary situation, provide chain, operations and personnel; (b) the Firm could not be capable to obtain the anticipated monetary returns from the acquisition of theScore resulting from charges, prices and taxes in reference to the combination of Barstool Sports activities and theScore; (c) the closing of the acquisition of theScore could also be delayed or could not happen in any respect, for causes past our management; (d) the requirement to fulfill the closing situations within the settlement with theScore, together with receipt of regulatory approvals and the approval of shareholders of theScore; (e) potential hostile reactions or adjustments to enterprise or regulatory relationships ensuing from the announcement or completion of the acquisition; (f) the flexibility of the Firm or theScore to retain and rent key personnel; (g) the incidence of any occasion, change or different circumstances that might give rise to the fitting of 1 or each of the Firm and theScore to terminate the settlement between the businesses; (h) different components as mentioned within the Firm’s Annual Report on Kind 10-Ok for the yr ended December 31, 2020, subsequent Quarterly Stories on Kind 10-Q and Present Stories on Kind 8-Ok, every as filed with the U.S. Securities and Change Fee; and (i) different components as mentioned in theScore’s Annual Info Kind as filed with relevant securities regulatory authorities in Canada and as filed with the U.S. Securities and Change Fee, and elsewhere in paperwork that theScore information sometimes with such securities regulatory authorities in Canada and with the U.S. Securities and Change Fee, together with its Administration’s Dialogue & Evaluation and Administration Info Round. Neither the Firm nor theScore intends to replace publicly any forward-looking statements besides as required by regulation. In gentle of those dangers, uncertainties and assumptions, the forward-looking occasions mentioned on this press launch could not happen.

Non-GAAP Monetary Measures

This press launch makes use of Adjusted EBITDA, which is a non-GAAP monetary measure. This non-GAAP monetary measure shouldn’t be thought-about an alternative choice to, nor superior to, monetary outcomes and measures decided or calculated in accordance with GAAP.

We outline Adjusted EBITDA as earnings earlier than curiosity expense, web; earnings taxes; depreciation and amortization; stock-based compensation; debt extinguishment and financing fees; impairment losses; insurance coverage recoveries, web of deductible fees; adjustments within the estimated honest worth of our contingent buy value obligations; acquire or loss on disposal of belongings; the distinction between funds and precise expense for cash-settled stock-based awards; pre-opening and acquisition prices; and different earnings or bills. Adjusted EBITDA is inclusive of earnings or loss from unconsolidated associates, with our share of non-operating gadgets (resembling curiosity expense, web; earnings taxes; depreciation and amortization; and stock-based compensation expense) added again for Barstool Sports activities, Inc. and our Kansas Leisure, LLC three way partnership. Adjusted EBITDA is inclusive of lease expense related to our triple web working leases (the working lease parts contained inside our triple web grasp lease dated November 1, 2013 with Gaming and Leisure Properties, Inc. (“GLPI”) and the triple web grasp lease assumed in reference to our acquisition of Pinnacle Leisure, Inc. (primarily land), our particular person triple web leases with GLPI for the true property belongings used within the operations of Tropicana Las Vegas and Meadows Racetrack and On line casino, and our particular person triple web leases with VICI Properties Inc. for the true property belongings used within the operations of Margaritaville On line casino Resort and Greektown On line casino-Resort). Though Adjusted EBITDA contains lease expense related to our triple web working leases, we imagine Adjusted EBITDA is beneficial as a supplemental measure in evaluating the efficiency of our consolidated outcomes of operations.

Adjusted EBITDA has financial substance as a result of it’s utilized by administration as a efficiency measure to investigate the efficiency of our enterprise, and is particularly related in evaluating massive, long-lived casino-hotel tasks as a result of it gives a perspective on the present results of working selections separated from the substantial non-operational depreciation fees and financing prices of such tasks. We current Adjusted EBITDA as a result of it’s utilized by some traders and collectors as an indicator of the energy and efficiency of ongoing enterprise operations, together with our means to service debt, and to fund capital expenditures, acquisitions and operations. These calculations are generally used as a foundation for traders, analysts and credit standing companies to judge and examine working efficiency and worth firms inside our trade. With a purpose to view the operations of their casinos on a extra stand-alone foundation, gaming firms, together with us, have traditionally excluded from their Adjusted EBITDA calculations of sure company bills that don’t relate to the administration of particular on line casino properties. Nevertheless, Adjusted EBITDA will not be a measure of efficiency or liquidity calculated in accordance with GAAP. Adjusted EBITDA data is offered as a supplemental disclosure, as administration believes that it’s a generally used measure of efficiency within the gaming trade and that it’s thought-about by many to be a key indicator of the Firm’s working outcomes.

Adjusted EBITDA will not be calculated in the identical method by all firms and, accordingly, might not be an acceptable measure of evaluating efficiency amongst completely different firms. The Firm doesn’t present reconciliations of Adjusted EBITDA to web earnings (loss) on a forward-looking foundation as a result of the Firm is unable to forecast the quantity or significance of sure gadgets required to develop significant comparable GAAP monetary measures with out unreasonable efforts. This stuff embody beneficial properties or losses on sale or consolidation transactions, accelerated depreciation, impairment fees, beneficial properties or losses on retirement of debt, earnings taxes, that are troublesome to foretell and estimate and are primarily depending on future occasions, however that are excluded from the Firm’s calculations of Adjusted EBITDA.

*Could 2021 LTM. Supply: Comscore Cellular Metrix

** Supply: theScore’s inner knowledge and platform experiences.

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