A rumored deal that will bring Vivid Seats public via a merger with Horizon Acquisition Corporation (NYSE: HZAC) has been made official, announced by the companies early Thursday morning. Horizon, already publicly-traded, will merge with the Chicago-based ticket resale marketplace in a deal that will keep Stan Chia on as CEO. The combined companies are estimated to have an equity market capitalization of approximately $1.95 billion at the close of the deal.
“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,” says Chia in a press release announcing the deal.
Investors buying in to the new company are betting on the company being able to come out of the unprecedented live event ticketing market chaos wrought by the COVID pandemic since March 2020. They will also have to trust that recent legal troubles – including a multi-million dollar class-action lawsuit settlement over refund policies and Vista Equity CEO Robert Smith’s participation in a massive tax fraud scandal and cooperation with federal authorities – are or will soon be in the rear-view mirror.
As part of the deal, Horizon chairman and CEO Todd Boehly, who is among the ownership groups of both the Los Angeles Dodgers and Los Angeles Sparks, will join Vivid’s Board of Directors.
“We are pleased to bring Vivid Seats to the public markets,” Boehly says. “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.”
The full press release announcing the merger is available below:
Vivid Seats, A Leading Concert, Sports And Theater Ticket Marketplace, To Become A Publicly-Listed Company Via Merger With Horizon Acquisition Corporation
CHICAGO & GREENWICH, Conn.–(BUSINESS WIRE)–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 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.