Merger RBAC.U

Ticketing Technology Leader SeatGeek to Be Publicly Listed in Business Combination with RedBall Acquisition Corp.

, SPAC Research

SeatGeek, the high-growth, mobile-centric technology platform that is transforming the live-event experience for fans, teams, and venues, and RedBall Acquisition Corp. (NYSE: RBAC), a publicly traded SPAC with a focus on sports, media and data analytics, today announced the signing of a definitive business combination agreement to take SeatGeek public.

Founded in 2009, SeatGeek is a high-growth, global technology ticketing marketplace and live entertainment technology platform, uniquely positioned to meet the needs of all stakeholders in the estimated $126 billion global live entertainment ecosystem, which has quickly returned to growth in 2021. Through a mobile-first marketplace and vertically integrated technology platform, SeatGeek makes it easy for fans to buy tickets, attend, and enjoy live events, through innovative features like Deal Score, its proprietary ticket rating technology, Rally, its event-day operating system, and SeatGeek Swaps, the only hassle-free return policy offered by a major ticket marketplace.

The business combination implies an enterprise value of the combined company of approximately $1.35 billion. Upon completion of the transaction, including the PIPE (as defined below), and assuming no redemptions by public shareholders of RedBall, the current owners of SeatGeek will hold approximately 63.5% of the combined company and current RedBall shareholders will hold approximately 28.5% of the combined company.

The company will receive proceeds of $575 million of cash held in trust, less any deferred underwriting commissions, transaction expenses and redemptions by public shareholders of RedBall exercising such rights, along with $90.5 million from a committed private placement of common stock of RedBall, priced at $10.00 per share, and $9.5 million from a committed private placement of a warrant to purchase 950,000 shares of SeatGeek common stock (collectively, the “PIPE”). In addition, each subscriber to the PIPE will receive with each share of common stock purchased or issuable upon exercise of the SeatGeek direct investment warrant one-third of a warrant to purchase shares of common stock at an exercise price of $11.50 per one whole share and with terms substantially similar to the warrants included as part of RedBall’s units issued in its IPO.

The boards of directors of both RedBall and SeatGeek have unanimously approved the transaction. It is expected to close in the first quarter of 2022, subject to customary closing conditions, including the receipt of regulatory approvals, and approval by RedBall’s shareholders. 

Credit Suisse is serving as financial advisor and equity capital markets advisor, and Cooley LLP is serving as legal advisor to SeatGeek. RedBird BD and Goldman Sachs are serving as M&A advisors to RedBall Acquisition Corp, and Fried Frank is serving as legal advisor to RedBall Acquisition Corp. Credit Suisse served as placement agent on the PIPE offering.

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