Merger HZAC

Vivid Seats, A Leading Concert, Sports And Theater Ticket Marketplace, to Merge with Horizon Acquisition Corporation

Horizon Acquisition Corporation (NYSE: HZAC) has entered into a definitive merger agreement with Vivid Seats.

The new company, which will be led by Vivid Seats CEO Stan Chia, will continue to be managed by its highly experienced management team, including CFO Lawrence Fey. Todd L. Boehly, Chairman and CEO of Horizon and Eldridge, will join the Vivid Seats Board of Directors.

Vivid Seats is one of North America's most trusted independent marketplaces for tickets to live sports, concerts and theater events, and the industry's leading provider of technology platforms and service solutions. Founded in 2001, the Chicago-based tech company offers exceptional affordability across one of the widest selections of premium tickets and event packages, as well as a loyalty program, Vivid Seats Rewards, that helps the everyday fan and superfans alike earn credit back. Selected by organizations like ESPN, Rolling Stone, the Los Angeles Clippers and University of Tennessee to serve as official ticketing partners, Vivid Seats supports all confirmed orders with a dedicated, award-winning customer service team to ensure the safest and most convenient purchase experience.

Institutional investors have committed to a private investment of $225 million in Class A common stock of the combined company that will close concurrently with the business combination. Horizon has $544 million of cash in its trust account, of which $155 million was previously invested by Sponsor.

Existing Vivid Seats shareholders will roll 100% of their equity into the new company, with all proceeds from this transaction being used for debt repayment and capital structure optimization. It is anticipated that the combined company will have an equity market capitalization at closing of approximately $1.95 billion.

The transaction will provide approximately $769 million of gross proceeds to Vivid Seats, including a $225 million fully committed common stock PIPE at $10.00 per share provided by institutional investors, including Fidelity Management & Research Company LLC, and Eldridge Industries, LLC (“Eldridge”)·Eldridge has also committed to make an additional investment in common stock PIPE at $10.00 per share in an amount equal to Horizon’s shareholder redemptions, if any

Completion of the proposed business combination is expected in the second half of 2021.

Evercore is acting as exclusive financial and capital advisor to Vivid Seats. Latham & Watkins LLP is acting as legal advisor to Vivid Seats. Credit Suisse is acting as lead financial and capital markets advisor to Horizon. Deutsche Bank Securities and RBC Capital Markets are also acting as financial and capital markets advisors to Horizon. Kirkland & Ellis LLP is acting as legal advisor to Horizon. Credit Suisse and Evercore acted as co-placement agents on the private offering.

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