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hicago-based online casino and sports betting firm Rush Street Interactive (RSI) and dMY Technology Group, a publicly-traded special purpose acquisition company, announced Monday that they have entered into a definitive agreement pursuant to which RSI and dMY will combine.
As a result of the transaction, RSI will become a publicly listed company on the New York Stock Exchange, and the combined company is anticipated to have an initial enterprise value of approximately $1.78 billion. Upon closing, dMY intends to change its name to Rush Street Interactive, Inc. and its NYSE trading symbol to “RSI.”
Founded in 2012 by gaming industry veterans Neil Bluhm, Greg Carlin and Richard Schwartz, RSI is on of the leading online casino and sports betting firms in the United States.
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.
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, supported by a deep and talented management team with substantial expertise in the online gaming industry.
The combined company’s Board of Directors will include dMY’s Chairman Harry You and CEO Niccolo de Masi. Mr. You is the former EVP of EMC and previously served as the Chief Financial Officer of Accenture and Oracle. Mr. de Masi is the current Chairman and former CEO of Glu Mobile (Nasdaq: GLUU), a leading developer and publisher of mobile games for smartphone and tablet devices.
“We started RSI in 2012 to create a fun and engaging online experience for the U.S. gaming customer and we now have a great opportunity to accelerate our growth in this dynamic market,” said Mr. Carlin. “We are looking forward to investing further in market expansion, product innovation, and growing our talented team.”
“RSI has achieved leading online casino and sportsbook market positions by focusing on what players want – a high-quality product, helpful customer service, and transparency and honesty,” Mr. Schwartz said. “This transaction will help enhance and broaden our product offerings and attract more players.”
“This transaction with dMY Technology will provide RSI access to growth capital to allow for the expansion of the business in this fast-growing market and we expect it will serve our customers and investors well,” Mr. Bluhm said.
“With their dozens of years of online casino and sports wagering experience, RSI has developed a leading customer-focused online gambling platform,” said Mr. de Masi. “Harry and I are tremendously excited about RSI’s positioning and the long-term growth opportunity they have in the expanding U.S. market.”
Key Transaction Terms
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.
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) and an additional $160 million PIPE investment led by Fidelity Management and Research Company at $10.00 per share in the common stock of dMY. 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.
Before any potential redemptions by existing stockholders of dMY, there is approximately $230 million currently held in dMY’s trust account. Upon payment of the purchase price and related transaction fees and expenses (including payments to existing RSI shareholders in connection with the redemption of their equity) and the substantially concurrent closing of the PIPE transaction, it is anticipated that the combined company will have over $235 million on its consolidated balance sheet at closing and an anticipated initial equity market capitalization of over $2.0 billion.
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. The terms of the transaction require dMY to have a minimum of $160 million in cash immediately prior to closing. Such closing cash is defined in the definitive agreement 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.
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.
The Boards of Directors of both dMY and RSI have each unanimously approved the transaction. The transaction will require the approval of dMY’s stockholders, and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. The transaction is expected to close in 2020. Upon closing, dMY intends to change its name to Rush Street Interactive, Inc. and its NYSE trading symbol to “RSI.”
