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CUSIP No. 26142R104
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Schedule 13D
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Page 13 of 16 Pages
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(d) and (e) During the last five years, none of the Reporting Persons
nor any of the Covered Persons have been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a
result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such
laws.
Item 3.
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Source and Amount of Funds or Other Consideration.
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All of the shares of Class A Common Stock reported herein as beneficially owned by the Reporting Persons were acquired pursuant to the
Business Combination Agreement, dated as of December 22, 2019 (as amended by Amendment No. 1 thereto, dated April 7, 2020, the Business Combination Agreement), by and among DraftKings Inc., a Delaware corporation
(Old DK), SBTech (Global) Limited (SBTech), the shareholders of SBTech (the SBT Sellers), Shalom Meckenzie, in his capacity as the SBT Sellers Representative, Diamond Eagle Acquisition
Corp. (DEAC), DEAC NV Merger Corp. (DEAC NewCo) and DEAC Merger Sub Inc. (Merger Sub). The transactions contemplated by the Business Combination Agreement (the Business
Combination) closed on April 23, 2020 (the Closing).
Pursuant to the terms of the Business Combination
Agreement, the stockholders of Old DK immediately prior to the Closing received 0.353628 shares of Class A Common Stock for each share of Old DK held by them immediately prior to the Closing and certain rights to additional shares of
Class A Common Stock upon the achievement of certain milestones as described in the Business Combination Agreement (the Earnout Shares), subject to certain limitations.
In connection with the Business Combination, Harry E. Sloan and Eagle Equity Partners LLC transferred private placement warrants to purchase
Class A Common Stock to certain Old DK founders, directors, executive officers and other Old DK stockholders (the Warrant Transfer). Pursuant to the Warrant Transfer, RPII DK received warrants for the right to purchase 152,190 shares of
Class A Common Stock at a price of $11.50 per share (the Warrants). The Warrants become exercisable on May 23, 2020.
As of April 15, 2020, RPII DK held 62,056,185 shares of common stock of Old DK and 1,913,277 shares of Series E-1 Preferred Stock of Old DK, on an as converted basis (collectively, the Existing DK Shares). In addition, on April 20, 2020, RPII DK acquired 5,888,222 shares Common Stock of Old DK and
257,506 shares of Series E-1 Preferred Stock of Old DK (collectively, the Additional DK Shares and, together with the Existing DK Shares, the DK Shares) pursuant to a
Stock Purchase Agreement, dated as of April 20, 2020, by and among RPII DK, GGV Capital Select L.P. and, for purposes of Sections 1.02(d), 4.03, 5.01, 5.03 and 5.04 only, Old DK (the Stock Purchase Agreement), for an
aggregate purchase price of $24,999,999.49. Other than the acquisition of the Additional DK Shares, there have been no transactions effected by the Reporting Persons in the past sixty days with respect to the securities of the Issuer.
Upon the Closing, the DK Shares were converted into the right to receive 24,831,567 shares of Class A Common Stock and RPII DK received
Warrants for the right to purchase 152,190 shares of Class A Common Stock. In addition, RPII DK received the right to receive 231,508 Earnout Shares. Pursuant to the terms of the Business Combination Agreement, the Earnout Shares will be
released from escrow upon the achievement of certain earnout targets based upon the volume weighted average share price of Class A Common Stock ranging from $12.50 to $16.00. The number of Earnout Shares to be issued is subject to adjustment
for any stock split, reverse stock split, recapitalization, reclassification, reorganization, exchange, subdivision or combination of the Issuer, pursuant to the terms set forth in the Business Combination Agreement.