Free-to-play mobile gaming business PlayStudios is to merge with special purpose acquisition company Acies Acquisition Corporation to list on the Nasdaq Stock Exchange.
Founded in 2011, PlayStudios secured strategic investments from MGM Resorts International and console gaming giant Activision Blizzard in its early stages.
It leveraged the partnership with MGM Resorts in particular, to offer real-world rewards at the casino giant’s properties through its proprietary PlayAwards loyalty program titles including MyVegas and Luxor Odds of the Gods.
PlayAwards has since grown to incorporate more than 80 partners, and 275 entertainment, retail, travel, leisure and gaming brands, and is active across four continents and 17 countries. Players have used in-app loyalty points accumulated through PlayAwards to purchase more than 10m rewards, with a retail value of almost $500m.
Between 2017 and 2019, it has seen revenue grow by a compound annual growth rate of 22%, which is expected to accelerate to 27% between 2020 and 2022. Adjusted earnings have grown at a CAGR of 46% between 2017 and 2019, and is projected to rise to 67% between 2020 and 2022.
Its new SPAC partner has links with MGM Resorts. It is chaired by the operator’s former chairman and chief executive Jim Murren, who led MGM Resorts for 12 years, leaving in March 2020.
Former Morgan Stanley managing directors Dan Fetters and Edward King serve as co-CEOs of Acies.
Following the transaction, the combined entity will be renamed PlayStudios, and trade on the Nasdaq under the MYPS ticker.
PlayStudios’ management team will remain in place following the transaction, with chief executive Andrew Pascal remaining in his role, and retaining a significant equity stake in the listed business.
“From our inception, we set out to create wonderfully compelling games that were free-to-play and offered real-world rewards,” Pascal said. “We’ve now demonstrated the positive, long-term impact of this value proposition with our current portfolio of apps, and we’re poised to carry that success into new products and new game genres.
“Becoming a public company and securing the resources and support of key institutional investors will enable us to accelerate our growth as we launch new products, pursue new acquisition opportunities, and scale up our unique playAwards loyalty program.”
Murren described PlayStudios as unique in the free-to-play gaming space, by offering its customers the opportunity “to play for fun and earn for real”.
“They know how to make engaging and enduring games, and stand apart in having harnessed the power of a robust and full-featured loyalty program,” he explained. “The focus is now to take PlayStudios platform and super-charge its growth.
“We have abundant initiatives, including targeted, strategic acquisitions; an expansion of the rewards program into new categories such as sports entertainment; and the exploration of opening the playAwards platform under a loyalty-as-a-service model.
“We look forward to leveraging Acies’ M&A knowledge and broad relationships for the benefit of PlayStudios and its shareholders.”
The transaction implies an enterprise valuation of $1.1bn for PlayStudios, equal to 2.5x its projected revenue of $435m for 2022. This also represents a 12.3 multiple on its expected adjusted earnings before interest, tax, depreciation and amortisation (EBITDA) of $90m, again for 2022.
Through the Acies combination, PlayStudios will receive at least 89.1m shares of its partner’s common stock, and up to $150m in cash. In addition, funds and accounts managed by BlackRock, ClearBridge Investments, Neuberger Berman Funds, and MGM Resorts International are leading participants in a $250m private investment in public equity (PIPE) $250 million.
After completing the merger, this will leave the listed business with approximately $290m in cash and public equity currency. These funds will be used to accelerate PlayStudios’ growth initiatives, such as ramping up product development and pursuing M&A.
Assuming none of Acies’ public stockholders redeem their shares, PlayStudios’ existing shareholders will own 64% of the enlarged business. The Acies sponsors will hold a 3% stake; PIPE participants 18%, and public stockholders 15%.
The transaction has already been approved by the Acies and PlayStudios boards, though the SPAC’s stockholders still have to sign off on the acquisition. Provided this approval is secured, and customary closing conditions are finalized, the transaction is expected to close in the second quarter of 2021.
J.P. Morgan and LionTree Advisors are providing financial advice to PlayStudios for the transaction, with Davis Polk serving as legal advisor.
Morgan Stanley is acting as Acies’ capital markets advisor, with Latham & Watkins providing legal advice. J.P. Morgan, LionTree Advisors, Morgan Stanley, and Oppenheimer are acting as placement agents for the PIPE.