Filed Pursuant to Rule 424(b)(3)
Registration No. 333-258018
PROSPECTUS SUPPLEMENT NO. 4
To Prospectus dated March 23, 2022
PLAYSTUDIOS, Inc.
Up to 97,184,288 Shares of Class A Common Stock
Up to 10,996,631 Shares of Class A Common Stock Issuable Upon
Exercise of Warrants
Up to 3,821,667 Warrants
This prospectus supplement no. 4 is being filed to update and
supplement the information contained in the prospectus dated March
23, 2022 (as may be supplemented or amended from time to time, the
“Prospectus”), which forms part of our registration statement on
Form S-1 (No. 333-258018) with the information contained in our
Current Report on Form 8-K which was filed with the Securities and
Exchange Commission on May 17, 2022 (the “Current Report”).
Accordingly, we have attached the Current Report to this prospectus
supplement.
The Prospectus and this prospectus supplement relate to the
issuance by us of up to an aggregate of 10,996,631 shares of our
Class A common stock, $0.0001 par value per share (the “Class A
common stock”), which consists of (i) up to 7,174,964 shares of our
Class A common stock that are issuable upon the exercise of
7,174,964 warrants (the “Public Warrants”) by the holders thereof
and (ii) up to 3,821,667 shares of Class A common stock that are
issuable upon the exercise of 3,821,667 warrants (the “Private
Placement Warrants,” and together with the Public Warrants, the
“Warrants”).
The Prospectus and this prospectus supplement also relate to the
resale from time to time by the selling securityholders named in
the Prospectus (the “Selling Securityholders”) of (i) up to
97,184,288 shares of Class A common stock, including up to
10,693,624 shares of Class A common stock issuable as Earnout
Shares (as defined in the Prospectus) and 1,444,962 shares of Class
A common stock issuable upon the exercise of 1,444,962 options to
purchase shares of Class A common stock (the “Class A Option
Shares”) and (ii) 3,821,667 Private Placement Warrants. The shares
of Class A common stock registered include 21,348,205 shares
issuable upon conversion of: (i) 16,130,300 shares of our Class B
common stock, par value $0.0001 per share (the “Class B common
stock” and, together with the Class A common stock, our “common
stock”), issued to Andrew S. Pascal, our Chairman of the Board and
Chief Executive Officer, (ii) 3,026,112 shares of Class B common
stock issuable as Earnout Shares and (iii) 2,191,793 shares of
Class B common stock issuable upon the exercise of 2,191,793
options to purchase shares of Class B common stock (the “Class B
Option Shares”, and together with the Class A Option Shares, the
“Option Shares”). We will not receive any proceeds from the sale of
shares of common stock or Private Placement Warrants by the Selling
Securityholders pursuant to the Prospectus, except with respect to
amounts received by us upon exercise of the Options Shares or
Warrants.
The rights of the holders of Class A common stock and Class B
common stock are identical, except with respect to voting and
conversion. Each share of Class A common stock is entitled to one
vote per share. Each share of Class B common stock is entitled to
twenty votes per share and is convertible into one share of Class A
common stock. Outstanding shares of Class B common stock, all of
which are held by Mr. Pascal and certain of his affiliates,
together with the shares of Class A common stock held by Mr. Pascal
and certain of his affiliates, represent approximately 74.7% of the
voting power of our outstanding capital stock as of May 16,
2022.
We registered the securities for resale pursuant to the Selling
Securityholders’ registration rights under certain agreements
between us and the Selling Securityholders. Our registration of the
securities covered by the Prospectus does not mean that the Selling
Securityholders will offer or sell any of the shares of Class A
common stock or Private Placement Warrants. The Selling
Securityholders may offer, sell or distribute all or a portion of
their shares of Class A common stock or Private Placement Warrants
publicly or through private transactions at prevailing market
prices or at negotiated prices. We provide more information about
how the Selling Securityholders may sell the shares of Class A
common stock or Private Placement Warrants in the section titled
“Plan of Distribution” in the Prospectus.
This prospectus supplement incorporates into the Prospectus the
information contained in our attached Current Report on Form 8-K,
which was filed with the Securities and Exchange Commission on May
17, 2022.
We are an “emerging growth company” as defined in Section 2(a) of
the Securities Act of 1933, as amended (the “Securities Act”), and
are subject to reduced public company reporting requirements. This
prospectus supplement complies with the requirements that apply to
an issuer that is an emerging growth company.
You should read this prospectus supplement in conjunction with the
Prospectus. This prospectus supplement is qualified by reference to
the Prospectus except to the extent that the information in this
prospectus supplement supersedes the information contained in the
Prospectus. This prospectus supplement is not complete without, and
may not be delivered or utilized except in connection with, the
Prospectus. If there is any inconsistency between the information
in the Prospectus and this prospectus supplement, you should rely
on the information in this prospectus supplement. Terms used in
this prospectus supplement but not defined herein shall have the
meanings given to such terms in the Prospectus.
Our Class A common stock is currently listed on The Nasdaq Global
Market (“Nasdaq”) under the symbol “MYPS”, and our Public Warrants
are currently listed on The Nasdaq Global Market under the symbol
“MYPSW”. On May 16, 2022, the closing price of our Class A common
stock was $5.33 and the closing price for our Public Warrants was
$0.99.
Investing in our securities involves a high degree of risk. See
“Risk Factors” beginning on page 7 of the Prospectus and in the
other documents that are incorporated by reference in the
Prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of the securities
to be issued under the Prospectus or determined if the Prospectus
or this prospectus supplement is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this prospectus supplement is May 17,
2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of
1934
May 13, 2022
Date of Report (date of earliest event reported)
PLAYSTUDIOS, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-39652 |
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88-1802794
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(State or other jurisdiction of incorporation or
organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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10150 Covington Cross Drive, Las Vegas, Nevada
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89144
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code:
(725) 877-7000
Not applicable
(Former name or former address, if changed since last
report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
☐ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Class A common stock |
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MYPS |
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The Nasdaq Stock Market LLC |
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Redeemable warrants, each whole warrant exercisable for one Class A
common stock at an exercise price of $11.50 |
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MYPSW |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☒
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 1.01. Entry into a Material Definitive
Agreement.
On May 13, 2022, PLAYSTUDIOS, Inc. (the “Company”), PLAYSTUDIOS US,
LLC, a subsidiary of the Company (the “Borrower”), JPMorgan Chase
Bank, N.A., as administrative agent and JPMorgan Chase Bank, N.A.,
Silicon Valley Bank and Wells Fargo Securities, LLC, as lenders,
entered into the Amendment No. 1 to the Credit Agreement (the
“Amendment No. 1”), which amended the Credit Agreement dated as of
June 24, 2021 by and among such parties (the “Credit Agreement”)
to, among other things, exclude certain funds, up to $15,000,000,
expended or to be expended by the Company in connection with the
purchase of its public warrants and private placement warrants in
connection with the offer to purchase and consent solicitation
which commenced on April 1, 2022 and expired at midnight, Eastern
Time, at the end of the day on May 13, 2022 (the “Offer”), or
otherwise, from the definition of Fixed Charge Coverage Ratio. As
previously disclosed, the Borrower is obligated to comply with the
following two financial maintenance covenants as of the end of each
fiscal quarter: (i) the Total Net Leverage Ratio (as defined in the
Credit Agreement) must not to exceed 3.50:1.00 (subject to increase
to 4.00:1.00 following consummation of certain material
acquisitions) and (ii) the Fixed Charge Coverage Ratio (as defined
in the Credit Agreement) must not be less than
1.25:1.00.
The foregoing description of the Amendment No. 1 does not purport
to be complete and is qualified in its entirety by the terms and
conditions of the Amendment No. 1, which is included as Exhibit
10.3 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security
Holders.
In connection with the Offer, the Company solicited consents (the
“Consent Solicitation”) from holders of its public warrants and
private placement warrants to amend (the “Warrant Amendment”) the
Warrant Agreement, dated as of October 22, 2020, by and between the
Company and Continental Stock Transfer & Trust Company (the
“Warrant Agreement”), which governs all of the public warrants and
private placement warrants, to permit the Company to redeem each
outstanding public warrant and private placement warrant for $0.90
in cash, without interest (the “Redemption Price”), which
Redemption Price is 10% less than the purchase price to be received
in connection with the Offer. The execution and delivery of the
Letter of Transmittal and Consent in connection with the exchange
of the public warrants and private placement warrants in connection
with the Offer constituted the holder’s consent to the Warrant
Amendment.
The Offer and Consent Solicitation expired midnight, Eastern Time,
at the end of the day on May 13, 2022 (the “Expiration Date”), in
accordance with its terms. Broadridge Corporate Issuer Solutions,
Inc., the depositary for the Offer, has indicated that as of the
Expiration Date, (i) 1,792,463 outstanding public warrants, or
approximately 25% of the outstanding public warrants were validly
tendered in and not withdrawn from the Offer, and (ii) none of the
outstanding private placement warrants were validly tendered in and
not withdrawn from the Offer. Since the Company received the
approval of approximately 25% of the outstanding public warrants to
the Warrant Amendment, which is less than the 65% of the
outstanding public warrants required to effect the Warrant
Amendment as it relates to the public warrants, the Warrant
Amendment was not approved as it relates to the public warrants.
The Warrant Amendment was not approved by any holder of outstanding
private placement warrants, and thus the Warrant Amendment was not
approved as it relates to the private placement
warrants.
Item 8.01. Other Events.
On May 17, 2022, the Company issued a press release announcing the
results of the Offer and Consent Solicitation as described
above.
A copy of the press release is attached as Exhibit 99.1 and is
incorporated by reference herein.
A copy of the Company’s press release relating to this announcement
is being furnished as Exhibit 99.1 to this Current Report on Form
8-K. The information contained in Exhibit 99.1 attached hereto is
being furnished and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section nor shall it
be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, regardless of any general
incorporation language in such filing, except as shall be expressly
set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(a)None
(b)None
(c)None
(d)Exhibits
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Exhibit Number |
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Description |
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10.1 |
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10.2 |
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10.3* |
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Amendment No. 1 to Credit Agreement among PLAYSTUDIOS, Inc.,
PLAYSTUDIOS US, LLC, JPMorgan Chase Bank, N.A., as Administrative
Agent and the lenders party thereto, dated May 13,
2022. |
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99.1* |
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Press Release, dated May 17, 2022, announcing the results of the
cash tender offer for PLAYSTUDIOS, Inc. warrants.
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104 |
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Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
Dated: May 17, 2022
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PLAYSTUDIOS, Inc. |
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By: |
/s/ Scott Peterson |
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Name: |
Scott Peterson |
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Title: |
Chief Financial Officer |
AMENDMENT NO. 1 TO CREDIT AGREEMENT
This AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of May 13, 2022
(this “Amendment”),
is by and among PLAYSTUDIOS, INC., a Delaware corporation
(“Holdings”),
PLAYSTUDIOS US LLC, a Delaware limited liability company, as the
Borrower (the “Borrower”),
the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as
Administrative Agent (in such capacity, the “Administrative
Agent”).
Capitalized terms which are used in this Amendment without
definition and which are defined in the Credit Agreement (as
defined below) shall have the same meanings herein as in the
Amended Credit Agreement (as defined below).
R E C I T A L S:
WHEREAS, the Borrower, Holdings and the Loan Parties party thereto,
the Administrative Agent and the Lenders have entered into that
certain Credit Agreement, dated as of June 24, 2021 (as amended or
modified from time to time, the “Credit
Agreement”
and as further amended by this Amendment, the “Amended
Credit Agreement”);
WHEREAS, the Borrower has requested that the Required Lenders amend
certain terms under the Credit Agreement; and
WHEREAS, the Required Lenders are willing to amend the Credit
Agreement on the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, and subject
to the terms and conditions hereof, the parties hereto agree as
follows:
SECTION 1.
Amendments.
Subject to the satisfaction of the conditions precedent set forth
in
Section 2
hereof:
(I) Section 1.01 of the Credit Agreement (Defined
Terms)
shall be amended as follows:
1.1The
definition of “Fixed Charge Coverage Ratio” shall be amended and
restated as follows:
“Fixed
Charge Coverage Ratio”
means, for any period, the ratio of (a) Consolidated EBITDA
minus
Capital Expenditures paid
minus
Restricted Payments paid (excluding the Warrant Redemption
Payments), to (b) Consolidated Fixed Charges, in each case for the
Reference Period ended on such date, and all calculated for the
Borrower and its Subsidiaries on a consolidated basis in accordance
with GAAP.
1.2Clause
(f)(y) of the definition of “Permitted Acquisition” shall be
amended to replace “not greater than” with “not less
than”.
1.3The
following new defined terms shall be added in the appropriate
alphabetical order:
“Warrant
Redemption Payments”
means, the repurchase or redemption in cash by Holdings of up to
10,996,631 warrants to purchase Class A common stock of Holdings
(the “Warrants”)
on or before December 31, 2023, either in connection with (i) the
consummation of the tender offer which was launched by the Company
on April 1, 2022,
as amended from time to time (the “Tender
Offer”),
or (ii) the subsequent redemption of any Warrants by Holdings,
whether pursuant to the warrant amendment approved by the warrant
holders participating in the Tender Offer, if applicable, or
otherwise, with a purchase price of up to $15,000,000 in the
aggregate.
(II) Section 6.08(a)(v) (clause (y) of the proviso) and Section
6.08(b)(v) (clause (y) of the proviso) of the Credit Agreement
shall be amended to replace “not greater than” with “not less
than”.
SECTION 2.
Conditions.
This Amendment shall become effective as of the date of the
satisfaction of the following conditions (the “First
Amendment Effective Date”):
(a)Receipt
by the Administrative Agent of duly executed counterparts to this
Amendment from the Loan Parties and the Required
Lenders.
(b)The
Lenders and the Administrative Agent shall have received all fees
required to be paid by the Borrower (including a non-refundable fee
payable to each Lender who has remitted (without condition to
release) its executed signature page on or before 3:00 p.m. New
York City time on May 12, 2022, in an amount equal to 0.05% of such
Lender’s Credit Exposure and unused Commitments (without
duplication) as of May 12, 2022), and all expenses required to be
reimbursed for which invoices have been presented to the Borrower
(including the reasonable fees and expenses of legal counsel), on
or before the First Amendment Effective Date.
(c)(i)
The representations and warranties in
Section 3
hereof are true and correct in all material respects (except that
such materiality qualifier shall not be applicable to any
representation or warranty to the extent that it is already
qualified or modified by materiality in the text thereof) on and as
of the date hereof (except to the extent any such representation or
warranty expressly relates to an earlier date, in which case, such
representation or warranty shall be true and correct in all
material respects as of such earlier date) and (ii) at the time of
and immediately after giving effect to this Amendment, no Default
or Event of Default shall have occurred and be
continuing.
SECTION 3.
Representations and Warranties.
Each of the Loan Parties hereby represents and warrants as of the
date hereof to the Administrative Agent and the Required Lenders as
follows:
(a)This
Amendment has been duly executed and delivered by each Loan Party
party hereto and the Amended Credit Agreement constitutes a legal,
valid and binding obligation of such Loan Party, enforceable in
accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting
creditors’ rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity
or at law.
(b)The
representations and warranties of the Loan Parties set forth in the
Loan Documents (including the Amended Credit Agreement) are true
and correct in all material respects (except that such materiality
qualifier shall not be applicable to any representation or warranty
to the extent that it is already qualified or modified by
materiality in the text thereof) on and as of the First Amendment
Effective Date and after giving effect to the Amendment (except to
the extent any such representation or warranty expressly relates to
an earlier date, in which case, such representation or warranty
shall be true and correct in all material respects as of such
earlier date).
(c)At
the time of and immediately after giving effect to this Amendment,
no Default or Event of Default has occurred and is
continuing.
SECTION 4.
Ratification.
The Borrower and each other Loan Party (a) ratifies and reaffirms
all of its payment and performance obligations, contingent or
otherwise, and each grant of security interests and Liens in favor
of the Administrative Agent or the Lenders, as the case may be,
under each Loan Document, (b) agrees and acknowledges that the
Liens in favor of the Administrative Agent and the Lenders under
each Loan Document constitute valid, binding, enforceable and
perfected first priority liens and security interests in the
Collateral (except in the case of (x) Permitted Liens to the extent
any such Permitted Lien would have priority over the Liens in favor
of the Administrative Agent pursuant to any applicable law, (y)
Liens perfected only by possession (including possession of any
certificate of title), but only to the extent the Administrative
Agent has not obtained or does not maintain possession of such
Collateral and (z) any other Liens not required to be perfected
under the Loan Documents or by the Administrative Agent) and such
Liens are not subject to avoidance, disallowance or subordination,
(c) agrees and acknowledges that the Obligations constitute legal,
valid and binding obligations of such Loan Parties (subject to
applicable bankruptcy, insolvency, reorganization, moratorium or
other laws affecting creditors’ rights generally and subject to
general principles of equity, regardless of whether considered in a
proceeding in equity or at law) and that (i) no offsets, defenses
or counterclaims to the Obligations or any other causes of action
with respect to the Obligations or the Loan Documents exist and
(ii) no portion of the Obligations is subject to avoidance,
disallowance, reduction or subordination pursuant to any applicable
law, (d) agrees that such ratification and reaffirmation is not a
condition to the continued effectiveness of the Loan Documents, and
(e) agrees that neither such ratification and reaffirmation, nor
the Administrative Agent’s nor any Lender’s solicitation of such
ratification and reaffirmation, constitutes a course of dealing
giving rise to any obligation or condition requiring a similar or
any other ratification or reaffirmation from each party to the
Amended Credit Agreement or other Loan Documents with respect to
any subsequent modifications, consent or waiver with respect to the
Amended Credit Agreement or other Loan Documents. The Borrower and
each of the other Loan Parties acknowledges and agrees that any of
the Loan Documents to which it is a party or otherwise bound shall
continue in full force and effect and that all of its obligations
thereunder shall be valid and enforceable and shall not be impaired
or limited by the execution or effectiveness of this Amendment. The
Amended Credit Agreement and each other Loan Document is in all
respects hereby ratified and confirmed. This Amendment shall
constitute a “Loan Document” for purposes of the Amended Credit
Agreement.
SECTION 5.
Miscellaneous.
5.1Effect.
(a)Upon
the effectiveness of this Amendment, each reference in each Loan
Document to “this Agreement,” “hereunder,” “hereof” or words of
like import shall mean and be a reference to such Loan Document as
modified hereby and each reference in the other Loan Documents to
the Amended Credit Agreement, “thereunder,” “thereof,” or words of
like import shall mean and be a reference to the Amended Credit
Agreement as modified hereby. This Amendment constitutes a Loan
Document and any breach of any representation or warranty made
herein or covenant or agreement contained herein will constitute an
Event of Default under the Amended Credit Agreement (subject to any
applicable grace periods, materiality qualifications or other
qualifications set forth in the Amended Credit
Agreement).
(b)Except
as specifically set forth in this Amendment, the execution,
delivery and effectiveness of this Amendment shall not (i) limit,
impair, constitute an amendment, forbearance or waiver by, or
otherwise affect any right, power or remedy of, the Administrative
Agent or any Lender under the Amended Credit Agreement or any other
Loan Document or waive, affect or diminish any right of the
Administrative Agent to demand strict compliance and performance
therewith, (ii) constitute a waiver of, or forbearance with respect
to, any Default or Event of Default, whether known or unknown or
(iii) alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the
Amended Credit Agreement or in any of the other Loan Documents, all
of which are ratified and affirmed in all respects and shall
continue in full force and effect.
5.2Severability.
Any provision of this Amendment or any other Loan Document held to
be invalid, illegal or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such
invalidity, illegality or unenforceability
without affecting the validity, legality and enforceability of the
remaining provisions thereof; and the invalidity of a particular
provision in a particular jurisdiction shall not invalidate such
provision in any other jurisdiction.
5.3Counterparts.
This Amendment may be executed in one or more counterparts, each of
which shall constitute an original, but all of which taken together
shall be one and the same instrument. This Amendment and/or any
document to be signed in connection with this Amendment and the
transactions contemplated hereby shall be deemed to include
Electronic Signatures (as defined below), deliveries or the keeping
of records in electronic form, each of which shall be of the same
legal effect, validity or enforceability as a manually executed
signature, physical delivery thereof or the use of a paper-based
recordkeeping system, as the case may be. “Electronic
Signatures”
means any electronic symbol or process attached to, or associated
with, any contract or other record and adopted by a person with the
intent to sign, authenticate or accept such contract or
record.
5.4Governing
Law.
This Amendment shall be governed by and construed in accordance
with the internal laws of the State of New York, but giving effect
to federal laws applicable to national banks.
5.5Headings.
Article and Section headings used herein are for convenience of
reference only, are not part of this Amendment and shall not affect
the construction of, or be taken into consideration in
interpreting, this Amendment.
5.6Reimbursement
of Agent’s Expenses.
The Loan Parties agree to reimburse the Administrative Agent for
all reasonable and documented out-of-pocket expenses incurred by
the Administrative Agent and its Affiliates in connection with
entering into this Amendment to the extent required by Section 9.03
of the Amended Credit Agreement.
5.7Entire
Agreement.
This Amendment contains the final and complete integration of all
prior expressions by the parties hereto with respect to the subject
matter hereof and shall constitute the entire agreement among the
parties hereto with respect to the subject matter hereof
superseding all prior oral or written understandings or
agreements.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and delivered by their respective authorized
officers as of the day and year first above written.
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PLAYSTUDIOS, INC., as Holdings |
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By: |
/s/ Scott Peterson |
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Name: |
Scott Peterson |
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Title: |
Chief Financial Officer |
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PLAYSTUDIOS US, LLC, as the Borrower |
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By: |
/s/ Scott Peterson |
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Name: |
Scott Peterson |
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Title: |
Chief Financial Officer |
[Signature Page – Amendment No. 1 to Credit Agreement]
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JPMORGAN CHASE BANK, N.A., individually, and as Administrative
Agent and Lender |
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By: |
/s/ Grace Mahood |
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Name: |
Grace Mahood |
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Title: |
Vice President |
[Signature Page – Amendment No. 1 to Credit Agreement]
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WELLS FARGO BANK, N.A., as Lender |
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By: |
/s/ Henry L. Li |
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Name: |
Henry L. Li |
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Title: |
Senior Vice President |
[Signature Page – Amendment No. 1 to Credit Agreement]
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SILICON VALLEY BANK, as Lender |
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By: |
/s/ John Lapides |
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Name: |
John Lapides |
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Title: |
Vice President |
[Signature Page – Amendment No. 1 to Credit Agreement]
PLAYSTUDIOS, INC. ANNOUNCES RESULTS OF THE
THE OFFER TO PURCHASE AND CONSENT SOLICITATION
RELATING TO ITS WARRANTS
Las Vegas, Nevada – May 17, 2022 – PLAYSTUDIOS, Inc. (NASDAQ: MYPS)
(“PLAYSTUDIOS” or the “Company”), the creator of the playAWARDS
loyalty platform and an award-winning developer of free-to-play
mobile and social games, today announced the results of its offer
to purchase (the “Offer”) all of its outstanding public warrants
and private placement warrants (collectively, the “Warrants”) to
purchase shares of its Class A common stock, par value $0.0001 per
share, at a purchase price of $1.00 in cash per Warrant, without
interest, which expired at 12:00 midnight, Eastern Time at the end
of the day on May 13, 2022.
PLAYSTUDIOS also solicited consents (the “Consent Solicitation”) to
amend the Warrant Agreement, dated as of October 22, 2020, by and
between PLAYSTUDIOS and Continental Stock Transfer & Trust
Company, which governs all of the Warrants (the “Warrant
Agreement”), to permit PLAYSTUDIOS to redeem each outstanding
Warrant for $0.90 in cash, without interest, which is 10% less than
the price applicable to the Offer (such amendment, the “Warrant
Amendment”). Pursuant to the terms of the Warrant Agreement, the
adoption of the Warrant Amendment required the consent of holders
of at least 65% of the outstanding public warrants as it relates to
the public warrants and the consent of holders of at least 65% of
the outstanding private placement warrants as it relates to the
private placement warrants.
The Company has been advised that (i) a total of 1,792,463 public
warrants were properly tendered and not properly withdrawn, which
amount represents approximately 25% of the outstanding public
warrants, and (ii) none of the outstanding private placement
warrants were properly tendered and not properly withdrawn.
Pursuant to the terms of the Offer, the Company expects to pay an
aggregate of $1,792,463 in cash in exchange for such public
warrants. Such payment will be made promptly. Based on the
percentage of warrants tendered, the Warrant Amendment was not
approved.
The Offer was made pursuant to an Offer to Purchase and Consent
Solicitation and Letter of Transmittal and Consent, and certain
other materials contained in the Company’s tender offer statement
on Schedule TO originally filed with the SEC on April 1, 2022, as
amended from time to time (the “Offer to Purchase”), and available
at www.sec.gov.
PJT Partners LP acted as the Dealer Manager for the Offer. Alliance
Advisors, LLC acted as the Information Agent for the Offer, and
Broadridge Corporate Issuer Solutions, Inc. acted as the Depositary
for the Offer. All questions concerning the Offer should be
directed to Alliance Advisors, LLC at (800) 429-6652
(toll-free).
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. The Offer and Consent Solicitation were made
only through the Schedule TO and Offer to Purchase.
About PLAYSTUDIOS, Inc
PLAYSTUDIOS, Inc. (Nasdaq: MYPS) creator of the groundbreaking
playAWARDS loyalty platform is a publisher and developer of
award-winning mobile games, including the iconic Tetris® mobile
app, POP! Slots, myVEGAS Slots, myVEGAS Blackjack, my KONAMI Slots,
myVEGAS Bingo, and MGM Slots Live. The playAWARDS loyalty platform
enables players to earn real-world rewards from a global collection
of iconic hospitality, entertainment, and leisure brands.
playAWARDS partners include MGM Resorts International, Wolfgang
Puck, Norwegian Cruise Line, Resorts World, IHG, Bowlero, Gray Line
Tours, and Hippodrome Casino among others. Founded by a team of
veteran gaming, hospitality, and technology entrepreneurs,
PLAYSTUDIOS apps combine the best elements of popular casual games
with compelling real-world benefits. To learn more about
PLAYSTUDIOS, visit
www.playstudios.com.
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995,
including statements about the results for the Offer and Consent
Solicitation. Actual results may differ materially from the results
predicted, and reported results should not be considered as an
indication of future performance. Forward-looking statements
include all statements that are not historical facts and can be
identified by terms such as “may,” “might,” “will,” “should,”
“expects,” “plans,” “anticipates,” “intends,” “believes,”
“estimates,” “predicts,” “potential,” or “continue,” the negative
of these terms and other comparable terminology that conveys
uncertainty of future events or outcomes. These forward-looking
statements involve known and unknown risks, uncertainties,
assumptions, and other factors that may cause actual results to
differ materially from statements made in this press release,
including
the number of warrant holders that responded and elected to
participate in the Offer and Consent Solicitation; our ability to
recognize the anticipated benefits of the Offer and Consent
Solicitation; changes in applicable laws or regulations, including
those that pertain to tender offers; and the possibility that we
may be adversely affected by
legal and regulatory developments and general market, political,
economic and business conditions.
Other potential risks and uncertainties that could cause actual
results to differ from the results predicted include, among others,
those risks and uncertainties included under the caption “Risk
Factors” in our Annual Report on Form 10-K for the twelve months
ended December 31, 2021, filed with the SEC on March 3, 2022 and in
other filings we make with the SEC from time to time. All
information provided in this release is based on
information
available to us as of the date of this press release and any
forward-looking statements contained herein are based on
assumptions that we believe are reasonable as of this date. Undue
reliance should not be placed on the forward-looking statements in
this press release, which are inherently uncertain. We undertake no
duty to update this information unless required by
law.
SOURCE: PLAYSTUDIOS, Inc.
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PLAYSTUDIOS CONTACTS |
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Investor Relations |
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IR@playstudios.com |
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Media Relations |
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Amy Rossetti |
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media@playstudios.com |
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