Vivid Seats, a ticketing marketplace, has agreed to go public via a merger with Horizon Acquisition Corp, a blank check company backed by Eldridge Industries. The transaction will provide approximately $769 million of gross proceeds to Vivid Seats, including $225 million in PIPE financing provided by investors that include Fidelity Management & Research Company LLC, and Eldridge.
CHICAGO, IL and GREENWICH, CT, April 22, 2021 – Vivid Seats Inc. (“Vivid Seats” or “the Company”) has entered into a definitive transaction agreement with Horizon, a publicly-traded special purpose acquisition company, Horizon Sponsor, LLC (“Sponsor”) and certain other parties thereto, that will result in Vivid Seats Inc. becoming a public company.
The new company, which will be led by Vivid Seats CEO Stan Chia, will continue to be managed by its highly experienced management team, including CFO Lawrence Fey. Todd L. Boehly, Chairman and CEO of Horizon and Eldridge, will join the Vivid Seats Board of Directors.
Vivid Seats Investment Highlights
–Successful and growing marketplace serving the concert, sports and theater markets through leading technology and service platforms
–Scaled marketplace supporting over 12 million customers and 3,400 sellers transacting across more than 200,000 listed events
–Delivers unique and unparalleled value through Vivid Seats Rewards, a customer loyalty program that delivers additional value to fans, and industry leading customer service
–Compelling cash flow profile with minimal capital spending and favorable working capital dynamics
–Strong reputational gains with buyers and sellers driven by accommodating policies throughout the COVID-19 pandemic create unique opportunity to drive outsized growth during post-pandemic recovery
“We are thrilled to partner with Horizon, bringing together the trusted Vivid Seats brand and our deep expertise in the live events industry with a portfolio of unique and accretive relationships brought by Horizon that can accelerate our growth,” Stan Chia, CEO of Vivid Seats, said. “With our Vivid Seats Rewards loyalty program and outstanding customer service, we are poised to drive growth while continuing to innovate and improve the user experience for our loyal customers.”
Todd L. Boehly, Chairman and CEO of Horizon said, “We are pleased to bring Vivid Seats to the public markets. With its favorable mix of live events, and its growing list of strategic partners, Vivid Seats has built an impressive technology platform, as well as a substantial customer base. Vivid Seats is a scaled, growing and highly profitable marketplace that will be well positioned to drive continual long-term growth.”
Institutional investors have committed to a private investment of $225 million in Class A common stock of the combined company that will close concurrently with the business combination. Horizon has $544 million of cash in its trust account, of which $155 million was previously invested by Sponsor.
Existing Vivid Seats shareholders will roll 100% of their equity into the new company, with all proceeds from this transaction being used for debt repayment and capital structure optimization. It is anticipated that the combined company will have an equity market capitalization at closing of approximately $1.95 billion.
The respective boards of Vivid Seats and Horizon have approved the proposed business combination. Completion of the proposed business combination is expected in the second half of 2021. The transaction will be effected pursuant to the terms and conditions of the Transaction Agreement entered into by Vivid Seats, Horizon, and the other parties thereto, which contains customary closing conditions, including, without limitation, the registration statement being declared effective by the Securities and Exchange Commission (“SEC”) and approval by the shareholders or members, as applicable, of Vivid Seats and Horizon.
Additional information about the proposed transaction, including a copy of the transaction agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by Horizon with the SEC and will be available at www.sec.gov.
Evercore is acting as exclusive financial and capital advisor to Vivid Seats. Latham & Watkins LLP is acting as legal advisor to Vivid Seats.
Credit Suisse is acting as lead financial and capital markets advisor to Horizon. Deutsche Bank Securities and RBC Capital Markets are also acting as financial and capital markets advisors to Horizon. Kirkland & Ellis LLP is acting as legal advisor to Horizon.
Credit Suisse and Evercore acted as co-placement agents on the private offering.
Additional Information about the Business Combination and Where to Find It
In connection with the proposed business combination, Horizon Acquisition Corporation will merge with and into Vivid Seats, Inc., which will be the surviving entity and the going-forward public company, and intends to file a registration statement on Form S-4 (the “Registration Statement”) with the SEC, which will include 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 Acquisition Corporation 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 the Solicitation
Horizon and its directors and executive officers may be deemed participants in the solicitation of proxies from Horizon’s shareholders 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 (the “Annual Report”), which was filed with the SEC on March 31, 2021,, and is available free of charge at the SEC’s web site at www.sec.gov. 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.
About Vivid Seats
Vivid Seats is one of North America’s most trusted independent marketplaces for tickets to live sports, concerts and theater events, and the industry’s leading provider of technology platforms and service solutions. Founded in 2001, the Chicago-based tech company offers exceptional affordability across one of the widest selections of premium tickets and event packages, as well as a loyalty program, Vivid Seats Rewards, that helps the everyday fan and superfans alike earn credit back. Selected by organizations like ESPN, Rolling Stone, the Los Angeles Clippers and University of Tennessee to serve as official ticketing partners, Vivid Seats supports all confirmed orders with a dedicated, award-winning customer service team to ensure the safest and most convenient purchase experience. Fans who want to sit closer and see more of their favorite live events can order directly on vividseats.com, by downloading the Vivid Seats mobile app or by phone at 866-848-8499.
About Horizon Acquisition Corporation
Horizon 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 the Sponsor, an affiliate of Eldridge. Horizon is led by Todd L. Boehly, the Co-founder, Chairman and Chief Executive Officer of Eldridge. Horizon’s securities are traded on the New York Stock Exchange (the “NYSE”) under the ticker symbols HZAC, HZAC WS and HZAC.U. Learn more at https://www.horizonacquisitioncorp.com/.