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dMY Technology Group, Inc.

dMY Technology Group, Inc.

Oct 19, 2020 by Roman Developer

PROPOSED BUSINESS COMBINATION: Rush Street Interactive, LP


ESTIMATED CURRENT FUNDS in TRUST: $230.5 million*
CURRENT PER SHARE REDEMPTION PRICE: $10.02*
ENTERPRISE VALUE: $1.8 billion

*SPACInsider estimate 

dMY Technology Group, Inc., proposes to combine with Rush Street Interactive, LP (“RSI”), an online sports-and-casino betting company. RSI currently operates online gaming sites in Illinois and Pennsylvania, the two largest populated U.S. states that have legalized online gaming and where a scarcity of online gaming licenses also exists, as well as in New Jersey, Indiana, and Colorado. The total estimated size of the U.S. market for online casino and online sports betting is approximately $33 billion according to Eilers & Krejcik and RSI estimates.

The Company launched its first online gaming casino site, PlaySugarHouse.com in New Jersey, in September 2016 and subsequently became the first online gaming company to launch online sports wagering in Pennsylvania, Indiana, Colorado and, most recently, Illinois. Additionally, RSI is the first U.S.-based gaming operator to launch a legal and regulated online sportsbook on a national basis in Latin America. RSI only operates in legal and regulated markets.


TRANSACTION SUMMARY

The transaction values the combined company at an anticipated initial enterprise value of approximately $1.78 billion, or 5.6x RSI’s projected 2021 revenue of $320 million, with an anticipated initial equity market capitalization of over $2.0 billion.

The consideration payable to RSI shareholders will consist of a combination of cash and rollover equity in dMY. Upon the closing of the transaction, Mr. Bluhm and his affiliates will hold a controlling economic interest (through an Up-C structure described below) and a controlling voting interest in the combined company.

  • Cash proceeds from the transaction will consist of dMY’s $230 million of cash in trust (subject to reduction for any potential redemptions by existing stockholders of dMY)
  • An additional $160 million PIPE investment led by Fidelity Management and Research Company at $10.00 per share in the common stock of dMY.
    • Up to $125 million of cash from the $160 million PIPE will be used to redeem equity from existing RSI equityholders in accordance with the terms of the definitive agreement.
  • Any cash proceeds from the transaction remaining on the combined company’s balance sheet are expected to be used to accelerate RSI’s growth in both domestic and international markets, support marketing efforts and provide additional working capital.

The transaction will be structured as an Up-C where the current equityholders of RSI will retain a portion of their equity interests in RSI and will receive an equal number of non-economic voting shares in the combined company. The combined company will also enter into a customary tax receivable arrangement with the current equityholders of RSI, which will provide for the sharing of certain tax benefits as realized by the combined company.


dMY transaction overview 7-27-20


PIPE

  • Fidelity Management & Research Company LLC have subscribed to purchase an aggregate of 16,043,002 shares of Class A Common Stock for a purchase price of $10.00 per share, for an aggregate purchase price of $160,430,020

FOUNDER HOLDERS FORFEITURE AGREEMENT

  • The Founder Holders will agree to forfeit for no consideration up to 1,205,937 shares of Class A Common Stock (5,750,000 held at IPO) in the aggregate following the Closing to the extent that the Aggregate Available Cash does not equal at least $245,000,000
  • The Company will agree to forfeit a corresponding number of RSI Units held by the Company to the extent that the Aggregate Available Cash does not equal at least $245,000,000

LOCK-UP

  • The Founder Holders will agree not to transfer, sell, assign or otherwise dispose of the shares of Class A Common Stock held by such Founder Holder for 12 months following the Closing
  • The Sellers will agree not to transfer, sell, assign or otherwise dispose of the RSI Units held by such Seller for 6 months following the Closing.

NOTABLE CONDITIONS TO CLOSING

  • A minimum of $160 million in cash immediately prior to closing.
    • defined as the sum of the cash available from dMY’s trust account net of any potential redemptions and net of transaction expenses, plus the committed PIPE capital.

NOTABLE CONDITIONS TO TERMINATION

  • By the Company, RSI or the Sellers’ Representative if the Closing has not occurred by April 27, 2021, which date shall be automatically extended:
    • (A) to the earlier of a date mutually agreed by the Sellers’ Representative and the Company or the 12 month anniversary of the date of the Business Combination Agreement,
    • (B) to 30 days after the date on which a final, non-appealable order has been entered in respect of any proceeding with respect to the Business Combination Agreement, any ancillary agreement thereto or otherwise with respect to the Business Combination, if applicable (which extension will not be later than the 12 month anniversary of the date of the Business Combination Agreement),
    • (C) in the event the meeting of the Company’s stockholders with respect to the Company Stockholder Approval is adjourned or postponed, to a date not earlier than the prior business day and that is at least three business days following the date on which the meeting of the Company’s stockholder with respect to the Company Stockholder Approval has been held, and/or
    • (D) in the sole discretion of RSI and the Sellers’ Representative, to the 12 month anniversary of the date of the Business Combination Agreement in the event one or more required approvals or other determinations from applicable gaming regulatory authorities has not been received;

RSI MANAGEMENT & GOVERNANCE

Following the closing of the transaction:

  • Neil Bluhm will continue to serve as Chairman of the Board of Directors
  • Greg Carlin will continue to serve as Chief Executive Officer, and
  • Richard Schwartz will continue to serve as President of the combined company
  • The combined company’s Board of Directors will include dMY’s Chairman Harry You and CEO Niccolo de Masi

ADVISORS

  • Jefferies LLC and Oakvale Capital LLP are acting as co-lead capital markets and financial advisors to RSI.
  • Kirkland & Ellis LLP is serving as legal advisor to RSI.
  • White & Case LLP, Cleary Gottlieb Steen & Hamilton LLP, and Greenberg Traurig LLP are acting as legal advisors to dMY.
  • Goldman Sachs & Co. is serving as financial advisor to dMY.
  • Needham & Company and Oakvale Capital acted as placement agents for the PIPE transaction.

dMY TECHNOLOGY MANAGEMENT & BOARD


Executive Officers

Niccolo de Masi, 39
Chief Executive Officer & Director

Mr. de Masi has been a member of the board of directors of Glu (Nasdaq: GLUU) since January 2010, and has served as chairman since December 2014, as interim chairman from July 2014 to December 2014 and as president and chief executive officer from January 2010 to November 2016. Mr. de Masi has been the president, products and solutions and chief innovation officer at Resideo (NYSE: REZI) since February 2019, and a member of its board of directors since October 2018. Mr. de Masi served as the president of Essential from November 2016 to October 2018. Mr. de Masi served on the board of directors of Xura and its audit committee from November 2015 until August 2016. From 2008 to 2009, Mr. de Masi led Hands-On Mobile as its chief executive officer. From 2004 to 2007, Mr. de Masi was the chief executive officer of Monstermob. Mr. de Masi serves on the Leadership Council of the UCLA Grand Challenges. Mr. de Masi received his B.A. and MSci. degrees in physics from Cambridge University.


 

Board of Directors

Harry L. You, 60
Chairman

Mr. You served as the executive vice president of EMC (formerly NYSE: EMC) in the office of the chairman from 2008 to 2016. From 2008 to 2016, Mr. You served as the executive vice president of EMC in the office of the chairman. In September 2016, Mr. You founded GTY (Nasdaq: GTYH), in which Mr. You served as its president, chief financial officer and director until February 2019 when GTY consummated its initial business combination, served as its president from February 2019 to May 2019 and as its chief financial officer from February 2019 through August 2019, and has served as its vice chairman since May 2019. Mr. You also served as GTY’s president from May 7, 2019 to May 20, 2019. Mr. You served as a director of Korn/Ferry International from 2004 to October 2016 and has been a trustee of the U.S. Olympic Committee Foundation since August 2016. Mr. You was chief executive officer of BearingPoint from 2005 to 2007. He also served as BearingPoint’s interim chief financial officer from 2005 to 2006. From 2004 to 2005, Mr. You served as executive vice president and chief financial officer of Oracle (NYSE: ORCL), and was also a member of the board of directors of Oracle Japan. From 2001 to 2004, Mr. You served as chief financial officer of Accenture. Mr. You also previously spent fourteen years on Wall Street, including serving as a managing director in the Investment Banking Division of Morgan Stanley, where he headed the Computer and Business Services Group. Mr. You has served as a member of the board of directors of Broadcom Inc. (Nasdaq: AVGO) since January 2019. Mr. You holds an M.A. in Economics from Yale University and a B.A. in Economics from Harvard College.


Darla Anderson, 60
Director 

Ms. Anderson is an Academy Award and Golden Globe winning feature film producer. From 1993 to March 2018, Ms. Anderson was a producer at Pixar Animation Studios, where she produced films such as “Coco,” “Toy Story 3,” “Cars,” “A Bug’s Life,” “Monsters, Inc.”. Following her tenure at Pixar, Ms. Anderson joined Netflix as a producer. Ms. Anderson was elected to the Producers Council Board of the Producers Guild of America in July 2008. Prior to joining Pixar, Ms. Anderson worked with Angel Studios as the executive producer of their commercial division. Ms. Anderson holds a Bachelor of Arts degree in Environmental Science from San Diego State University.


Francesca Luthi, 44
Director 

Ms. Luthi currently serves as the executive vice president and chief communications and marketing officer at Assurant, Inc. since 2016. After joining Assurant in 2012, Ms. Luthi was the senior vice president of investor relations, marketing and communications from 2014 until 2015. Prior to joining Assurant, Ms. Luthi served as the senior vice president of corporate communication and investor relations at Accretive Health. Before this, Ms. Luthi held senior-level investor relations and communication roles at BearingPoint and Accenture. Ms. Luthi also helped establish the investor relations department at Omnicom Group after serving as a financial analyst in the Investment Banking Division at Morgan Stanley. Ms. Luthi holds a Bachelor of Science degree in Economics from Georgetown University’s School of Foreign Service.


Charles E. Wert, 75
Director 

Mr. Wert has served as a director and chairman of the audit committee of GTY (Nasdaq: GTYH) since completion of its initial public offering in 2016. From 2014 to 2016, Mr. Wert served as the vice chairman and as a director at Evercore Trust Company, N.A., or Evercore, which he formed and organized and was previously the president and chief executive officer from 2009 to 2014. Prior to joining Evercore, Mr. Wert served as an executive vice president and senior trust officer of U.S. Trust Company N.A. for over 20 years. Mr. Wert also founded United Mercantile Bank and Trust Company and served as its president and senior trust officer from 1982 until 1987. Mr. Wert is the principal of Fiduciary Resolutions, where he has been a fiduciary expert since June 2016, providing expert witness services and analysis as well as reviewing corporate governance and other processes use by fiduciaries. Mr. Wert holds a bachelor’s degree in Business Administration and Finance from California State University at Los Angeles.