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NFL secures 22.5m Genius Sports warrants under new data deal


Genius Sports has issued 22.5 million warrants to the National Football League (NFL) as part of the recently announced license agreement between the two parties.

Earlier this week, Genius announced a multi-year distribution deal that saw it become the official betting data source for the NFL.

In addition to cash consideration payable to the NFL under the terms of the deal, Genius agreed to issue of up to 22.5 million warrants, entitling the NFL to purchase one ordinary share of Genius for $0.01 each.

The warrants will be subject to vesting over the six-year term of the licensing agreement, with the first 11.25 million warrants to be vested immediately upon issuance.

Each warrant will be issued along with one share of a new class of shares of Genius, each valued at $0.001, with each stapled share representing an economic value equal to the $0.001 par value per share.

When a warrant is exercised, each stapled share attached to the warrant will be automatically redeemed by Genius at par value and cancelled, meaning stapled shares will not be convertible into ordinary shares and are only transferable with a warrant.

Issue of the warrants will depend on Genius completing its proposed merger with special purpose acquisition company dMY Technology Group II, with this expected to close shortly.

Upon closing, Genius and NFL will enter an investor rights agreement, whereby Genius will file a shelf registration statement for registration of the resale of the warrant shares, as well as provide the NFL customary piggyback registration rights with respect to the warrant shares.

The NFL will also be subject to a customary lock-up period and certain transfer restrictions.

Should the agreement not close on or before April 26, or if the merger does not take place at all, Genius agreed to attempt to renegotiate terms of the warrants described to reflect warrants in a privately held company.

These warrants would include customary terms and conditions, while the NFL would have the right to terminate the partnership until such revised terms have been agreed.

Currently, dMY Technology Group II shares trade at $19.02, placing the value of 22.5m shares at $428.0m.

Confirmation of the proposes warrants comes after Genius this week announced it is to bring its full portfolio of solutions under the single Genius Sports brand, ahead of its expected listing on the New York Stock Exchange (NYSE).

Following the merger with dMY, the business will trade on the NYSE under the symbol ‘GENI’, going public with a $1.50bn valuation.