Genius Sports Announces Completion of Exercise and Consent Solicitation Relating to Warrants

January 24, 2023 | Financial

LONDON, U.K. (January 20, 2023) — Genius Sports Limited (NYSE: GENI) (“Genius” or the “Company”) announced today the successful completion of its previously announced offer to exercise and solicitation of consents relating to the Company’s outstanding warrants. With the completion of the offer to exercise and consent solicitation, the Company will eliminate all of its public warrants, providing investors and prospective investors with greater certainty as to the Company’s capital structure and offering the Company greater financial flexibility moving forward. The offer to exercise and consent solicitation expired at 11:59 p.m., Eastern Time, on January 19, 2023 (the “expiration date”).

The Company has been advised that holders of 6,834,991 warrants, or approximately 89.13% of the outstanding warrants, elected to exercise such warrants prior to the expiration date (including holders of 2,149,000 warrants that elected to exercise such warrants on a cash basis). Holders of warrants that were validly exercised prior to the expiration date will receive 0.260 ordinary shares in exchange for each warrant exercised on a cashless basis and one ordinary share in exchange for each warrant exercised on a cash basis. The Company expects to accept all exercised warrants on January 20, 2023.

In addition, pursuant to the consent solicitation, the Company received the consent of approximately 89.13% of the outstanding warrants to amend the warrant agreement that governs the warrants (the “Warrant Amendment”), which exceeds the 50% of the outstanding warrants required to effect the Warrant Amendment. The Company executed the Warrant Amendment and, therefore, any warrants not exercised by a holder thereof on or prior to the expiration date shall be exercised automatically on a cashless basis on the holder’s behalf, in accordance with the terms of the Warrant Amendment, at an exercise price of $3.2933, resulting in such holders receiving 0.234 ordinary shares per warrant. Following such automatic exercise on the date hereof, none of the Company’s public warrants will remain outstanding and the warrants will cease trading on the NYSE. The ordinary shares will continue to be listed and trade on the NYSE under the symbol “GENI.” Following completion of the consent solicitation, there will be approximately 210,180,893 ordinary shares outstanding (an increase of approximately 1.72% from prior to the closing of the offer to exercise and consent solicitation).[1]

The Company engaged BofA Securities as the solicitation agent.

Important Additional Information has been filed with the U.S. Securities and Exchange Commission

In connection with the consent solicitation, the Company filed a registration statement on Form F-4 (the “Registration Statement”) relating to the securities to be issued in the offer to exercise and consent solicitation was filed with the U.S. Securities and Exchange Commission (the “SEC”) and was declared effective on January 18, 2023.

This announcement is for informational purposes only and shall not constitute an offer to purchase or a solicitation of an offer to sell the warrants or an offer to sell or a solicitation of an offer to buy any ordinary shares in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. The consent solicitation was made only through the Schedule TO and prospectus and the complete terms and conditions of the consent solicitation were set forth in the Schedule TO and prospectus. Copies of the Schedule TO and prospectus will be available free of charge at the website of the SEC at www.sec.gov.

About Genius Sports

Genius Sports is the official data, technology, and broadcast partner that powers the global ecosystem connecting sports, betting and media. Our technology is used in over 150 countries worldwide, creating highly immersive products that enrich fan experiences for the entire sports industry. We are the trusted partner to over 400 sports organizations, including many of the world’s largest leagues and federations such as the NFL, EPL, FIBA, NCAA, NASCAR, AFA, and Liga MX.

Genius Sports is uniquely positioned through cutting-edge technology, scale and global reach to support our partners. Our innovative use of big data, computer vision, machine learning, and augmented reality, connects the entire sports ecosystem from the rights holder all the way through to the fan.