Allwyn Entertainment Merging with SPAC in $9.3B Enterprise Value Deal

Posted on: January 22, 2022, 02:21h. 

Last updated on: January 22, 2022, 07:43h.

Todd Shriber @etfgodfather Read More
Expertise: Financial, Gaming Business, Mergers and Acquisitions.

European lottery giant Allwyn Entertainment is merging with special purpose acquisition company (SPAC) Cohn Robbins Holdings (NYSE:CRHC). It is a transaction carrying an expected enterprise value of $9.3 billion.

Allwyn
Former White House economic advisor Gary Cohn. His SPAC is merging with European lottery giant Allwyn. (Image: Getty Images)

The deal provides an avenue for the company formerly known as Sazka Entertainment to ultimately list its shares on the New York Stock Exchange. At the expected enterprise value of $9.3 billion, the Allwyn/Cohn Robbins marriage ranks as one of the largest blank-check deals in gaming industry history.

Under the terms of the agreement, current Allwyn equity investors will control 83 percent of the new company, and no individual investor will hold more than five percent. Cohn Robbins shareholders that opt to not redeem their stakes will be offered 6.6 million shares at an enterprise value of $8.7 billion, according to a statement issued by the companies.

The transaction is expected to close in the second quarter. Allwyn operates lotteries in Austria, Cyprus, the Czech Republic, Italy, and Greece, among other countries. The company is also participating in the tender process for the fourth UK National Lottery license. Cohn Robbins is controlled by Gary Cohn, a former Goldman Sachs executive that served in the Trump Administration from 2017 to 2018, and former hedge fund manager Clifton Robbins. The SPAC went public in September 2020, raising $830 million.

Allwyn Striking While Iron Is Hot

Allwyn is nearing a US listing at a time of rising enthusiasm for lottery assets. Moreover, the company is profitable — a favorable trait at a time when investors are souring on money-losing iGaming and sportsbook operators, including those that came to market via blank-check deals.

Allwyn forecasts approximately $810 million (€710 million) in Adjusted EBITDA from approximately $1.7 billion (€1.5 billion) in net gaming revenue in 2022. Pro forma net debt / 2022E Adjusted EBITDA is expected to be approximately 1.6x,” the company said in the statement.

Allwyn could offer investors another benefit: Purity. As a pure-play lottery company, its shares may not be subject to the conglomerate discounts other lottery businesses are often subject to when those operations are controlled by larger gaming enterprises. There’s significant potential ahead.

“The company also has identified new market opportunities in Europe and the United States, via potential acquisitions and license tenders, in markets that represent approximately €129 billion in estimated 2022 lottery wagers,” says Allwyn.

Lottery, Listing Allures

With the New York listing, Allwyn puts its equity in front of a wider investor base, including institutions. The US listing will also make it easier for the company to raise capital, if needed. That could prove useful at a time of rapid growth in global lottery games.

“Trends in developed countries’ lottery, igaming and sports betting markets indicate the potential for significant additional online penetration in markets where Allwyn operates, as well as in those it has targeted for expansion. In markets where online lottery has been introduced, both total market size and the retail lottery market have grown substantially,” says the company.

With estimated annual sales and wagers of $300 billion, lottery is one of the largest components in the broader gaming industry, based on those metrics.