PointsBet Shareholders Approve Fanatics Purchase Of U.S. Assets

Shareholders of PointsBet Holdings Limited overwhelmingly approved Fanatics‘ $225 million acquisition of the company’s U.S. assets early Friday morning New York time, setting the stage for the upstart sportsbook’s expansion into a number of major sports betting states in the coming months.

Currently accepting sports wagers in only four states, the purchase will give Fanatics access to more than 15 U.S. jurisdictions upon the completion of the transaction. The meeting mostly lacked suspense after PointsBet’s board unanimously recommended Fanatics Betting and Gaming’s (FBG) improved proposal on Tuesday night. The board unilaterally endorsed the bid from Fanatics after DraftKings failed to meet a Melbourne deadline earlier that evening to make a binding proposal for PointsBet’s U.S. division.

DraftKings made a $195 million non-binding bid in mid-June, a proposal that represented a 30% premium to Fanatics’ initial $150 million proposed offer announced last month. PointsBet is clearly more valuable to Fanatics,than DraftKings, Eilers & Krejcik Gaming wrote in its EKG Line newsletter earlier this month, as the transaction “expedites its path” to becoming a viable online sports betting product.

More than 99% of casted shareholder votes (195,567,388) approved the Fanatics transaction, with fewer than 1% castevotes (1,649,953) against the measure. There were 41,722 abstentions.

Pivotal moment for Fanatics

“We are thrilled that the shareholders of PointsBet Holdings Inc. voted to approve our acquisition of the U.S. businesses of PointsBet,” a Fanatics spokesman wrote in a statement provided to Sports Handle. “This is a pivotal moment for Fanatics Betting and Gaming that will accelerate our growth in the legal online sports betting, advance deposit wagering, and iGaming markets in the United States.”

At @PointsBet_AU‘s meeting on Fri a motion for the disposal of the company’s U.S. business to #Fanatics passed overwhelmingly. Fanatics described it as a pivotal moment for the company that will accelerate its growth in the online sports betting, ADW and iGaming markets in the US pic.twitter.com/sBQ0kUCrGz

— Matt Rybaltowski (@MattRybaltowski) June 30, 2023

Beset by low U.S. market share and capital constraints, PointsBet hired investment bank Moelis & Company to seek a potential buyer in April. Amid intense speculation at last month’s SBC North American Summit, Sports Handle broke an exclusive story that PointsBet entered into advanced negotiations with Fanatics. Less than 72 hours later, Fanatics entered into an agreement to acquire the Australian-headquartered company’s U.S. division, a transaction that has potential to become a transformative deal for the domestic sports betting space.

“Once we decided to sell the U.S. business, we turned our attention to finding the right business partner,” PointsBet Chairman Brett Paton said at Friday’s meeting in Sydney. “Fanatics identified in PointsBet many of the attributes needed to be successful in entering the online market. In turn, Fanatics has a strong brand and an extensive sports customer base with a fanatical interest in sports.”

PointsBet’s rationale for selling U.S. division

Though PointsBet achieved a modicum of success in the States, the financial challenges of competing against some of the world’s largest companies in the industry proved to be too much of a challenge, Paton indicated. If PointsBet continued operations in the U.S., it would have been difficult for the division to achieve positive cash flow in the near term, he conceded. As a result, maintaining U.S. operations would have required significant capital and further capital raises, according to Paton. While PointsBet is exiting the U.S. at a loss, the company did not disclose the actual figures at Friday’s meeting.

“While there have been reasonable losses incurred, the goal was to stabilize the company from a capital perspective given the ongoing losses from the U.S.,” said Andrew Catterall, PointsBet’s CEO of its Australian division.

Meanwhile, Paton bemoaned a duopoly shared by market leaders FanDuel and DraftKings, which collectively maintained a share of approximately 80% of the U.S. sports betting market as of May 2023. Although there are about 60 online sports betting operators in the U.S. market, only seven brands, including PointsBet, have attained a market share of at least 1%, he explained. One unnamed company, according to Paton, has spent around $2.5 billion in growing its digital gaming brand, but has only achieved single-digit market share in the online sports betting space.

Big: FanDuel announces they have reached 50% market share in the United States, 86% of their bettors placed at least one parlay in 2022 https://t.co/qdbatzsqJp

— Darren Rovell (@darrenrovell) March 2, 2023

The two market leaders maintain an inherent advantage from its legacy brands in daily fantasy sports (DFS), PointsBet noted, a vertical that the Australian company does not offer.

“We doubt anyone expected FanDuel and DraftKings to become effectively a sports betting duopoly,” Paton said. “It points to the huge incumbency benefits these companies have in the U.S. market.”

NBC deal in retrospect

From the conclusion of Friday’s shareholders meeting to the completion of the transaction, PointsBet’s funding requirement for the U.S. business will be capped at approximately U.S. $21 million. Fanatics will inherit the remainder of PointsBet’s $250 million advertising commitment to NBCUniversal under PointsBet’s 2020 deal with the broadcast giant.

One shareholder pressed PointsBet on whether the company regrets forging a deal with NBC, given the financial commitment. The $500 million deal, reached in August 2020, gave NBCUniversal a 4.99% equity stake in PointsBet. Based on the market environment at the time, most U.S. operators saw the NBC assets as a “real gem,” said Sam Swanell, managing director and group CEO of PointsBet Holding Limited, at Friday’s meeting.

1/ A lot of sportsbooks went far down the path with NBC. FanDuel was close enough last month that a few outlets considered breaking the story.

So why does NBC choose @PointsBetUSA and not another operator? Probably an intricate combo of reasons, but a few things stand out …

— Chris Grove (@OPReport) August 28, 2020

While FanDuel and DraftKings had a built-in advantage with large customer databases from fantasy sports, PointsBet had to start from scratch, he noted.

“In retrospect, who knows, but it was certainly the right decision at the time,” Swanell said. “It hasn’t been enough for us to bridge that gap required to achieve the scale that we [sought].”

Susquehanna analyst Joe Stauff estimates that Fanatics can achieve “synergies” through PointsBet largely based on its ability to amortize the NBC fixed payments over its various assets (merchandise, collectibles, and sports betting), he wrote in a May research note.

What’s next for Fanatics?

Fanatics made its sports betting debut in January with the opening of a Maryland retail sportsbook at FedEx Field, the home of the NFL’s Washington Commanders. The e-commerce merchandising giant then launched its online sportsbook earlier this spring with beta testing in Tennessee and Ohio. Fanatics also offers online sports betting on a limited basis in Massachusetts and Maryland. 

After completing a $700 million capital raise last December, Fanatics received a valuation of $31 billion. Fanatics CEO Michael Rubin has ambitions of becoming the largest sportsbook in the U.S. market by 2033.

The first part of the PointsBet deal is scheduled to be completed by Aug. 31. At that point, Fanatics will gain the right to acquire the entities that own and operate PointsBet’s business in at least three states. Consequently, Fanatics may look to launch an online sportsbook in prominent states such as New York, Illinois, and Pennsylvania by the start of the NFL regular season.

Despite exiting the U.S. market, PointsBet will maintain its brand in Australia, Canada, and India. PointsBet will retain Scott Vanderwel, who has served as CEO of its Canadian business since August 2021. As of Friday morning, it still remained unclear if PointsBet U.S. CEO Johnny Aitken will join the staff at Fanatics Betting & Gaming, according to two sources who spoke with Sports Handle. Paton did not address Aitken’s status with PointsBet in a letter to shareholders on Friday.

On the Australian Stock Exchange, PointsBet opened Friday morning’s session at A$1.75 per share. Shares ticked up moderately by 2% to A$1.77 in Friday morning’s session. While PointsBet is down considerably from 2021 levels of A$15, shares have rallied more than 15% since news of an impending deal in May.