Revised transaction terms; further clarity on funding plans; and on track for completion in June 2022
888 (LSE: 888), one of the world’s leading online betting and gaming companies, provides an update on the terms relating to the acquisition of the international (non-US) business of William Hill ("William Hill" or "WH" or "WHI" and, together with the Group, the "Enlarged Group").
Key update highlights
- Enterprise value reduced from £2.2 billion to £1.95 - £2.05 billion (inclusive of £0.1 billion IFRS-16 capitalised leases).
- Represents an attractive acquisition multiple of approximately 7.5x normalised EBITDA, and 5.7x1 on a
- post-synergy basis for WHI for the 12 months ending December 20211.
- £250 million reduction in consideration payable on Completion.
- Up to £100 million deferred consideration payable in 2024, based on the Adjusted EBITDA of the Enlarged Group in 2023, to be settled in cash or 888 shares.
- Equity issuance of c.19% of issued share capital through an accelerated bookbuild, separately announced today, replacing original capital raise plans, such that the Company can target pro-forma net leverage of under 4x2.
- Combined Prospectus and Circular to be published in the coming weeks, with shareholder vote expected in May 2022 and Completion of Acquisition expected in June 2022.
- Pro-forma Enlarged Group 2021 revenue of £2.1 billion2 and Adjusted EBITDA of £437 million2.
- Acquisition expected to be immediately earnings enhancing to 888’s adjusted net earnings per share.
Revised transaction terms
888 is pleased to announce that it has entered into an agreement (the "Amendment Deed") with Caesars Entertainment, Inc. (the "Seller") to amend certain terms of the Sale and Purchase Agreement dated 9 September 2021. The amendments to the Sale and Purchase Agreement reflect the change in the macroeconomic and regulatory environment since the announcement of the Acquisition, as well as compliance factors impacting the WH business, including actions taken as part of an ongoing review by the Gambling Commission of Great Britain ("UKGC").
The key elements of the Amendment Deed are:
- Cash consideration (equity value) payable to the Seller at closing reduced from £834.9 million to £584.9 million.
- Agreement to pay up to £100 million in deferred consideration in 2024, conditional upon the Enlarged Group achieving a minimum level of Adjusted EBITDA for the 12-month period ending 31 December 2023 (the "Deferred Consideration"), additional details are set out in the Appendix below.
- If payable, 888 may elect to satisfy all or any proportion of the Deferred Consideration in cash or by the issuance by 888 of new Ordinary Shares to the Seller.
- In connection with the ongoing licence review by the UKGC at WH, the Seller has agreed to indemnify the UK licenced entities from Completion with respect to certain potential losses and costs arising from the licence review. Further details on the licence review and the related indemnity provided by the Seller are set out in the Appendix below.
Strong strategic and financial rationale unchanged
The Board of Directors of 888 (the "Board") continues to believe that the Acquisition represents a transformational opportunity for 888 to significantly increase its scale, further diversify and strengthen its product mix and build leading positions across several of its key markets.
The Board continues to believe the Acquisition has highly compelling strategic and financial benefits, with the current macro-economic environment and changing market conditions across its key markets only serving to strengthen the rationale for bringing together two highly complementary businesses and combining two of the industry’s leading brands. Alongside the strategic benefits, the combination of 888 and WHI is expected to deliver significant operating efficiencies, including pre-tax cost synergies of at least £100 million3, including £15m in capex synergies, on or before 2025, with integration plans well progressed to ensure a well-executed integration and timely realisation of anticipated synergies. The Company currently expects to cumulatively achieve approximately £5m of such synergies in 2022, £54m in 2023, £70m in 2024, and £100m in 2025. In achieving these synergies, the Company expects to incur one-time cash costs of approximately 1x annual pretax cost synergies, spread across the first three years following completion of the Acquisition.
The Enlarged Group will be strongly growth-oriented, benefitting from a clear scale advantage and strong product and geographic diversification. With a focus on regulated markets, it will be able to offer customers world-class products, supported by leading betting and gaming brands, driving sustained growth and shareholder value creation over the medium and long term.
The Enlarged Group will continue its focus on developing and improving safer gambling processes and raising industry standards, leveraging knowledge from 888 and WHI to ensure protecting customers remains the top priority.
Updated financing of the Acquisition and capital structure
- In order to fund the Acquisition, 888 has fully committed debt financing from J.P. Morgan, Morgan Stanley, Mediobanca and Barclays Bank PLC of approximately £2.1 billion, which may take the form of senior secured term loans, other senior secured debt and/or other junior debt, as well as a fully committed revolving credit facility of £150 million (all together, the "Commitments").
- 888 intends to issue up to 70.8 million new ordinary shares4 in the capital of the Company through an accelerated bookbuild, representing approximately 19 per cent. of the issued share capital of the Company (the "Placing"), with further details set out in the separate announcement issued by the Company today. This Placing replaces the previously announced expectation to raise approximately £500 million of gross proceeds at the appropriate time by issuing new equity via a capital raise.
- The Placing has been chosen as it minimises the time required to raise the intended proceeds, noting current market conditions. The Company has consulted with its major institutional shareholders ahead of release of this Announcement and the separate announcement on the Placing, which has confirmed the Board's view that the Placing is in the best interests of shareholders, as well as wider stakeholders in the Company and will promote the success of the Company.
- The reduction in quantum of equity proceeds is likely to result in 888’s net debt / EBITDA temporarily running at levels slightly above those previously anticipated. However, the Board believe this is in the best long-term interests of shareholders, with strong free cash flow generation expected to support a more rapid deleveraging than originally expected, with 888's net debt / EBITDA still expected to be at or below 3x in the medium term.
- In order to accelerate deleveraging, and following feedback from shareholders, the Board intends to suspend the payment of dividends until such time as the Enlarged Group’s net leverage ratio is at or below 3x, or such earlier time as the Board considers appropriate.
888 – Revenue for the first quarter of 2022 is currently expected to be in the range of $222-226 million, an increase of 0-2% compared to Q4 2021. The positive performance relative to Q4 2021 reflects 888’s continued focus on product and content leadership, customer excellence, and the ongoing success of its world-class brands and marketing. The mid-teens percentage decrease in revenue for Q1 2022 relative to Q1 2021 on a year-on-year basis primarily reflects of the previously announced regulatory and compliance impacts, including the temporary closure of The Netherlands, and the very strong comparative period that was impacted by leisure restrictions across several of our key markets. 888 currently expects to provide a more detailed Q1 2022 trading update later this month.
WH – In the 52-weeks ending 28 December 2021, WH revenue was £1,241.4 million and adjusted EBITDA was £164.4 million. The retail estate was closed for a significant portion of H1 2021, and 888 believes that taking the H2 2021 run-rate for retail revenue and EBITDA suggests normalised retail revenue of £499 million and adjusted EBITDA of £96.2 million for retail in H1 2021 and total group normalised revenue of £1,403.6 million and adjusted EBITDA of £260.0 million. FY 2022 revenues for WH are currently expected to grow by a low to mid-single digit percentage on a reported basis, with the normalisation of retail and underlying progress in online being partially offset by regulatory and compliance headwinds.
|WH Online UK||628.6||503.2||24.9%|
|WH Online International||276.0||299.6||-7.9%|
|WH Online UK||154.1||130.4||18.2%|
|WH Online International||35.8||44.4||-19.4%|
|Total Adjusted EBITDA||164.4||148.9||10.4%|
Path to completion
- 888 now expects to publish a combined circular and prospectus for the Acquisition and Re-admission, including the notice of General Meeting (the "Combined Circular and Prospectus") in the coming weeks.
- The General Meeting for shareholder approval of the Acquisition is expected to be held in May 2022.
- 888 expects to announce credit ratings and syndicate institutional debt in the coming weeks.
- Completion of the Acquisition is expected to occur in June 2022.
Shareholder support and Board's recommendation
- 888 has received unconditional support for the Acquisition from its largest shareholder, the Dalia Shaked Trust ("the Trust"), which holds approximately 23% of the issued share capital of 888 as at the date of this announcement. The trustee of the Trust has entered into an irrevocable undertaking with 888 and the Seller, under which it has agreed to vote all of the 888 shares held by it in favour of the resolution to approve the Acquisition (the "Resolution") at the General Meeting. Further details regarding the irrevocable undertaking are set out in the Appendix to this announcement.
- The Board has approved the Acquisition under its revised terms and intends to unanimously recommend that 888 shareholders vote in favour of the Resolution at the General Meeting. The directors of 888 who own shares have confirmed their intention to vote in favour of the Resolution in respect of their own beneficial holdings, which amount to approximately 0.35% of 888's total issued ordinary share capital as at the date of this announcement.
The content of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.
Save where expressly provided, the defined terms used in this announcement have the same meaning as set out in the Company’s announcement on the Acquisition dated 9 September 2021.
1 Normalised EBITDA for WHI on a post IFRS16 basis and including an adjustment to include a full year of retail contribution based on last 6 months of 2021. 5.7x multiple includes £85m non-capex cost synergies
2 Based on unaudited management accounts of WHI and remains subject to change. The final version of the WHI historical financial information will be included in the prospectus to be published in due course. Adjusted EBITDA figure includes £54mm of non capex cost synergies expected in YE 2023, net of £3.5m related to FX differences, and both Revenue and Adjusted EBITDA figures include the retail adjustment which includes a full year of retail contribution based on the performance of the last 6 months of 2021, actual figures for retail in 2021 were Revenue £336.8m and EBITDA £0.6m
3 Synergies have been calculated in $ and translated back to £ for the purposes of this announcement at an exchange rate of £1:$1.3757
4 The ordinary shares of GBP 0.005 each in the capital of the Company
5 Adjustment to include a full year of retail contribution based on the performance during weeks 27-40 of 2020 during which retail was open and sport was taking place, actual figures were Revenue £354.2m and EBITDA £14.6m
6 Adjustment to include a full year of retail contribution based on the performance of the last 6 months of 2021, actual figures were Revenue £336.8m and EBITDA £0.6m.