Playstudios, creator of the playAWARDS loyalty platform and developer of free-to-play mobile and social games, on Wednesday announced the results of its offer to purchase all of its outstanding public warrants and private placement warrants to purchase shares of its Class A common stock.
The warrants have a par value of $0.0001 per share of stock, at a purchase price of $1.00 in cash per warrant, without interest, the company noted.
The offer expired at 12:00 midnight, Eastern Time at the end of the day on May 13.
Playstudios also solicited consents 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, 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.
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.
On Wednesday, the company revealed a total of 1,792,463 public warrants were properly tendered and not properly withdrawn, which represents approximately 25% of the outstanding public warrants, and none of the outstanding private placement warrants were properly tendered and not properly withdrawn.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 the public warrants. “Such payment will be made promptly,” Playstudios said in a statement.
Based on the percentage of warrants tendered, the warrant amendment was not approved.
According to a statement from the company’s legal department, 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.
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 acted as the depositary for the offer.