Diamond Eagle Acquisition Corp. \ DE

The definitive version names the committed financing: DEAC has commitments for $304.7 million of proceeds from private placements of Class A common stock to institutional investors, closing immediately before the Business Combination, which together with whatever survives redemptions from the trust account funds the €180 million cash payable to the SBT Sellers. Against approximately $2.7 billion of total consideration, Jason Robins takes Class B stock carrying approximately 90% of the voting power of New DraftKings on a fully-diluted basis.

At this fifth amendment the document is still preliminary and subject to completion, so a DEAC holder has no fixed meeting date and no redemption deadline from it. The economics restated here are the ones that matter: approximately $2.7 billion total, approximately $2.055 billion to DraftKings equityholders with Jason Robins holding approximately 90% of the voting power on a fully-diluted basis through Class B stock, and approximately €590 million to the SBT Sellers of which €180 million is cash. Share consideration is valued at the redemption price for DEAC's public shares.

Voting control is the fact a DEAC holder should weigh: of approximately $2.7 billion of consideration, approximately $2.055 billion goes to DraftKings equityholders, and Jason Robins receives Class B stock giving him approximately 90% of the voting power of New DraftKings on a fully-diluted basis. SBTech's sellers take approximately €590 million — €180 million in cash, subject to net debt and working capital adjustments and covering 30% of in-the-money vested SBT options, and approximately €410 million in stock valued at the redemption price for DEAC's public shares.

The registered Class A count and the total offering price are both materially lower than in earlier versions of this same registration statement, so what a public holder is being asked to accept in size terms changed between amendments rather than staying fixed. 40,000,000 of the 50,000,000 shares are DEAC's own IPO public shares converting in the reincorporation. The prices remain Rule 457(f)(1) estimates rather than deal terms, and warrants over 19,666,667 shares still sit above the common at an $11.50 exercise price.

91,746,709 Class A shares plus warrants over 19,666,667 more is the ceiling a DEAC public holder is diluted against, and this version states it on the cover rather than only in a fee table. The structure puts two targets on one side: DraftKings and SBTech, a company originally incorporated in Gibraltar and continued in the Isle of Man, so the vote covers an operating-business combination and a cross-border acquisition together. The proxy statement/prospectus is still preliminary and subject to completion at this amendment.

The 87,306,117 figure is not one block: it is 40,000,000 IPO public shares, 10,000,000 founder Class B shares converting into Class A, and 37,306,117 shares issued to institutional investors in private placements immediately before the reincorporation, including shares to holders of DraftKings convertible notes. So more than a third of the registered Class A stock is placed privately rather than exchanged for the target, and a public holder is diluted by the financing as much as by the merger. The prices behind the fee are Rule 457(f)(1) estimates from December 30, 2019.