Vivid Seats Inc. (“Vivid Seats” or “the Company”), a leading
marketplace that utilizes its technology platform to connect
millions of fans with thousands of ticket sellers across hundreds
of thousands of events each year, announced its proposed public
company Board of Directors in its registration statement on Form
S-4/A filed with the SEC on August 16, 2021, which is expected to
be effective as of the closing of its proposed merger with Horizon
Acquisition Corporation (“Horizon”) (NYSE: HZAC), and subsequent
listing on the NASDAQ under ticker “SEAT”.
This Board, chaired by David Donnini, consists
of nine directors, and brings decades of leadership experience
across various industries, including technology and e-commerce
industries.
Mr. Donnini commented, “I am honored and eager
to work alongside this experienced group of directors. We
anticipate significant growth in this business and I believe the
expertise of my fellow Board members will be instrumental as we
work to further position Vivid Seats as the leading ticket
marketplace in the industry.”
“I am thrilled to have a best-in-class Board of
Directors with deep experience across multiple industries,” said
Stan Chia, Chief Executive Officer of Vivid Seats. “I am confident
that with this Board in place we will have valuable insights and
perspectives to strategically grow the business for the
long-term.”
“The formation of this Board is a testament to
Vivid Seats’ growth potential, technological innovation, and
commitment to its customers,” said Todd Boehly, Chief Executive
Officer and Director of Horizon Acquisition Corporation. “The Board
will play a crucial role as the Company continues to outpace the
industry and develop efficient and exciting ways to serve its
users.”
Post-merger Board Member nominees are:
David Donnini, Chairman of the
BoardUpon the Closing, Mr. Donnini will serve as a member
of the Vivid Seats Board. Mr. Donnini joined GTCR in 1991 and is
currently a Managing Director, where he leads GTCR’s business
services efforts. Prior to joining GTCR, Mr. Donnini worked at Bain
& Company. Mr. Donnini is currently a director of
AssuredPartners, Consumer Cellular, Park Place Technologies and
Sotera (NASDAQ: SHC), where he serves on the Nomination and
Corporate Governance Committee. Mr. Donnini previously served as a
director of more than thirty previous GTCR investments. Mr. Donnini
received his B.A. from Yale University and his M.B.A. from Stanford
Graduate School of Business.
Todd BoehlyUpon the Closing,
Mr. Boehly will serve as a member of the Vivid Seats Board. Mr.
Boehly has been Horizon’s Chief Executive Officer and Director
since June 2020. Mr. Boehly has also served as the Chief Executive
Officer and Director of Horizon Acquisition Corporation II (NYSE:
HZON) since August 2020. In 2015, Mr. Boehly co-founded Eldridge, a
holding company with a unique network of businesses across finance,
technology, real estate and entertainment, and since then has
served as the Chairman and Chief Executive Officer. Mr. Boehly
worked at Guggenheim Partners, the global asset manager, from 2001
to 2015, most recently as President. Mr. Boehly serves on the Board
of Kennedy-Wilson Holdings (NYSE: KW) and is an owner of the L.A.
Dodgers, the L.A. Lakers, and the L.A. Sparks. Mr. Boehly received
his B.B.A. from the College of William & Mary and studied at
the London School of Economics.
Stan ChiaUpon the Closing, Mr.
Chia will serve as Chief Executive Officer of Vivid Seats PubCo and
as a member of the Vivid Seats Board. Mr. Chia joined Vivid Seats
as Chief Executive Officer in November 2018. In this role, Mr. Chia
leads the efforts to further elevate Vivid Seats and its offerings
to consumers and sellers of tickets, building on Vivid Seats’
success as a leading marketplace with industry-pacing technology,
track record of innovation and world-class experience for buying
and selling live event tickets. Prior to joining Vivid Seats, Mr.
Chia served as Chief Operating Officer from April 2015 to November
2018 at Grubhub Inc., an online and mobile food ordering and
delivery marketplace. He has also held senior roles at Amazon.com,
Inc., Cisco Systems, Inc., and General Electric Company, where he
led strategic businesses and organizations. He also serves on the
Board of Directors of 1871, as a member of the nominating and
governance committee, and on the President’s advisory board of the
Georgia Institute of Technology. Mr. Chia received his bachelor’s
degree in Industrial Engineering from the Georgia Institute of
Technology and his master of business administration degree from
Emory University. Mr. Chia also served in the Singapore Armed
Forces as an Armored Infantry Platoon Commander.
Martin Taylor, IndependentUpon
the Closing, Mr. Taylor will serve as a member of the Vivid Seats
Board. Mr. Taylor has been an Operating Managing Director at Vista
Equity Partners since 2006. In this role, he works with the
leadership teams in the Vista portfolio creating value. Prior to
joining Vista, Mr. Taylor spent over 13 years at Microsoft
Corporation, in various capacities, including roles managing
corporate strategy, sales, product marketing and segment focused
teams in North America and Latin America. Mr. Taylor has served on
the board of Jamf Holding Corp. (NASDAQ: JAMF) since 2017 and Ping
Identity Holding Corp. (NYSE: PING) since November 2020. Mr. Taylor
attended George Mason University.
Jane DeFlorio, Independent and Audit
Committee ChairUpon the Closing, Ms. DeFlorio will serve
as a member of the Vivid Seats Board. Ms. DeFlorio was Managing
Director, Deutsche Bank AG Retail/Consumer Sector Investment
Banking Coverage from 2007 to 2013. While at Deutsche Bank, Ms.
DeFlorio covered a range of mid- to large-cap retail clients. From
2002 to 2007, Ms. DeFlorio was an Executive Director in the
Investment Banking Consumer and Retail Group at UBS Investment
Bank. Ms. DeFlorio has served on the board of SITE Centers Corp.
(NYSE: SITC) since 2017, where she is Chair of the Audit Committee
and a member of the Compensation and Pricing Committees. Ms.
DeFlorio served as a Director of Perry Ellis International from
2014 to 2018. Ms. DeFlorio is a member of the Board of Trustees and
Chairman of the Audit and Risk Committee at The New School
University in New York City. She also serves on the Boards of
Directors for The Parsons School of Design, and the Museum at
Fashion Institute of Technology. Ms. DeFlorio is a graduate of the
University of Notre Dame and Harvard Business School.
Julie Masino, IndependentUpon
the Closing, Ms. Masino will serve as a member of the Vivid Seats
Board. Since January 2020, Ms. Masino has served as the President,
International of Taco Bell, a subsidiary of Yum! Brands (NYSE:
YUM). In this role, she drives all aspects of marketing,
technology, product development, franchise management and corporate
operations. Ms. Masino served as President, North America of Taco
Bell from January 2018 to December 2019. Ms. Masino held senior
positions at Mattel (NASDAQ: MAT) from April 2017 to January 2018
and at Sprinkles Cupcakes from 2014 to 2017. Ms. Masino serves on
the board of PhysicianOne Urgent Care. Ms. Masino received her B.A
from Miami University.
Craig Dixon, IndependentUpon
the Closing, Mr. Dixon will serve as a member of the Vivid Seats
Board. Mr. Dixon is the Co-Founder and Co-Chief Executive Officer
of The St. James, a leading developer and operator of premium
performance, wellness and lifestyle brands, technology experiences
and destinations. From 2006 to 2013, Mr. Dixon was Senior Counsel
and Assistant Corporate Secretary at Smithfield Foods, a global
food business, where he focused on mergers and acquisitions and
corporate governance and served as general counsel to multiple
operating business units. Mr. Dixon began his legal career at
McGuireWoods LLP and Cooley LLP, and as a Law Clerk to the
Honorable James R. Spencer, United States District Court for the
Eastern District of Virginia. He is a member of the Board of
Trustees of Episcopal High School. Mr. Dixon received his B.B.A.
from the College of William & Mary and his J.D. from William
& Mary School of Law.
Mark M. AndersonUpon the
Closing, Mr. Anderson will serve as a member of the Vivid Seats
Board. Mr. Anderson joined GTCR in 2000 and is currently a Managing
Director. He previously worked at Bowles Hollowell Conner & Co.
Mr. Anderson has served as a Director of Gogo Inc. (NASDAQ: GOGO)
since March 2021, and also currently serves as a Director of
CommerceHub and Jet Support Services Inc. In addition, Mr. Anderson
was previously a at Beeline, CAMP Systems, Cision, Global Traffic
Network, Land Lease Group, Lytx and Landmark Aviation. Mr. Anderson
received his B.A from the University of Virginia and his M.B.A from
Harvard Business School.
Tom EhrhartUpon the Closing,
Mr. Ehrhart will serve as a member of the Vivid Seats Board. Mr.
Ehrhart joined GTCR in 2012 and is currently a Director. Prior to
joining GTCR, Mr. Ehrhart worked as an Analyst in the Financial
Institutions group at Credit Suisse. Mr. Ehrhart serves on the
Board of Directors of AssuredPartners and Consumer Cellular. He was
previously a director of GreatCall and Park Place Technologies. Mr.
Ehrhart received his B.A. from Georgetown University.
For more information about the transaction,
please visit www.horizonacquisitioncorp.com/.
About Vivid Seats Founded in
2001, Vivid Seats is a leading online ticket marketplace committed
to becoming the ultimate partner for connecting fans to the live
events, artists, and teams they love. Based on the belief that
everyone should “Experience It Live”, the Chicago-based company
provides exceptional value by providing one of the widest
selections of events and tickets in North America and an industry
leading Vivid Seats Rewards program where all fans earn on every
purchase. Vivid Seats has been chosen as the official ticketing
partner by some of the biggest brands in the entertainment industry
including ESPN, Rolling Stone, and the Los Angeles Clippers.
Through its proprietary software and unique technology, Vivid Seats
drives the consumer and business ecosystem for live event ticketing
and enables the power of shared experiences to unite people. Vivid
Seats is recognized by Newsweek as America’s Best Company for
Customer Service in ticketing. Fans who want to have the best live
experiences can start by downloading the Vivid Seats mobile app,
going to vividseats.com, or calling at 866-848-8499.
About Horizon Acquisition
CorporationHorizon is a blank check company formed for the
purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with
one or more businesses. Horizon is sponsored by Horizon Sponsor,
LLC, an affiliate of Eldridge Industries, LLC (“Eldridge”). Horizon
is led by Todd L. Boehly, the Co-founder, Chairman and Chief
Executive Officer of Eldridge. Horizon’s securities are traded on
the New York Stock Exchange (the “NYSE”) under the ticker symbols
HZAC, HZAC WS and HZAC.U. Learn more at
www.horizonacquisitioncorp.com/.
Additional Information about the
Business Combination and Where to Find It
In connection with the proposed business
combination, Horizon will merge with and into Vivid Seats, which
will be the surviving entity and the going-forward public company
and filed the Registration Statement with the SEC, which includes a
proxy statement/prospectus, and certain other related documents, to
be used at the meeting of stockholders to approve the proposed
business combination. INVESTORS AND SECURITY HOLDERS OF HORIZON
ACQUISITION CORPORATION ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS, ANY AMENDMENTS THERETO AND OTHER RELEVANT
DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT VIVID SEATS, HORIZON AND THE BUSINESS
COMBINATION. The proxy statement/prospectus will be mailed to
shareholders of Horizon as of a record date to be established for
voting on the proposed business combination. Investors and security
holders will also be able to obtain copies of the Registration
Statement and other documents containing important information
about each of the companies once such documents are filed with the
SEC, without charge, at the SEC's web site at www.sec.gov.
Participants in
Solicitation
Horizon and its directors and executive officers
may be deemed participants in the solicitation of proxies from
Horizon’s members with respect to the proposed business
combination. A list of the names of those directors and executive
officers and a description of their interests in Horizon is
contained in Horizon’s filings with the SEC, including Horizon’s
annual report on Form 10-K for the fiscal year ended December 31,
2020, which was filed with the SEC on March 31, 2021 and amended on
May 10, 2021, and is available free of charge at the SEC's web site
at www.sec.gov, or by directing a request to Horizon Acquisition
Corporation, 600 Steamboat Road, Suite 200, Greenwich, CT 06830.
Additional information regarding the interests of such participants
will be set forth in the Registration Statement for the proposed
business combination when available. Vivid Seats and its directors
and executive officers may also be deemed to be participants in the
solicitation of proxies from the shareholders of Horizon in
connection with the proposed business combination. A list of the
names of such directors and executive officers and information
regarding their interests in the business combination will be
contained in the Registration Statement for the proposed business
combination when available.
Caution Concerning Forward-Looking
Statements
Certain statements made in this release are
"forward looking statements" within the meaning of the "safe
harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. When used in this press release, the
words "estimates," "projected," "expects," "anticipates,"
"forecasts," "plans," "intends," "believes," "seeks," "may,"
"will," "should," "future," "propose" and variations of these words
or similar expressions (or the negative versions of such words or
expressions) are intended to identify forward-looking statements.
These forward-looking statements are not guarantees of future
performance, conditions or results, and involve a number of known
and unknown risks, uncertainties, assumptions and other important
factors, many of which are outside Vivid Seats’ or Horizon’s
control, that could cause actual results or outcomes to differ
materially from those discussed in the forward-looking statements.
Important factors, among others, that may affect actual results or
outcomes include the inability to complete the business combination
(including due to the failure to receive required shareholder
approvals or the failure of other closing conditions); the
inability to recognize the anticipated benefits of the proposed
business combination; the inability to obtain or maintain the
listing of Horizon’s shares on the NYSE following the business
combination; costs related to the business combination; the risk
that the business combination disrupts current plans and operations
as a result of the announcement and consummation of the business
combination; Horizon and Vivid Seats’ ability to manage growth;
Horizon and Vivid Seats’ ability to execute its business plan and
meet its projections; potential litigation involving Vivid Seats or
Horizon; changes in applicable laws or regulations, and general
economic and market conditions impacting demand for Vivid Seats or
Horizon products and services, and in particular economic and
market conditions in the entertainment/technology/software industry
in the markets in which Vivid Seats and Horizon operate; and other
risks and uncertainties indicated from time to time in the proxy
statement/prospectus relating to the business combination,
including those under “Risk Factors” therein, and in Horizon’s
other filings with the SEC. None of Vivid Seats or undertakes any
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law.
No Offer or Solicitation
This press release does not constitute a
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the proposed transaction. This
press release also does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor will there be
any sale of securities in any states or jurisdictions in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. No offering of securities will be made except by
means of a prospectus meeting the requirements of section 10 of the
Securities Act of 1933, as amended, or an exemption therefrom.
Contacts:
InvestorsAshley DeSimone, ICR
Ashley.DeSimone@icrinc.com 646-677-1827
Brett Milotte, ICR Brett.Milotte@icrinc.com 332-242-4344
MediaJulia Young, ICR Julia.Young@icrinc.com
646-277-1280
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