46 47 GENIUS SPORTS TO ACQUIRE LEGEND IN $1.2BN DEAL Deal Overview Genius Sports has entered into a definitive agreement to acquire Legend in a transaction valued at up to $1.2 billion, comprising $900 million payable at closing and an earn-out of up to $300 million linked to post-closing performance. The upfront consideration includes $800 million in cash and $100 million in Genius Sports equity, with the earnout split evenly across two years following completion and payable in cash or stock at Genius Sports’ election. The acquisition is expected to close in the second quarter of 2026, subject to customary closing conditions. The transaction positions Genius Sports as the only company operating two fully integrated and synergistic businesses across official sports data and sports media and advertising. Strategic Rationale Legend operates a scaled global sports and gaming media network, monetising fan attention through owned and operated digital properties and syndication partnerships with major publishers including Sports Illustrated and Yahoo Sports. In 2025, the platform generated approximately 320 million annual visits from 118 million unique users, with strong repeat engagement. By combining Legend’s media inventory and marketing technology with Genius Sports’ official data rights and its FANHub activation platform, the group aims to create a vertically integrated ecosystem connecting over 2,000 sports, betting, media and brand partners through a single operating platform. Management expects the transaction to be immediately accretive to adjusted EBITDA margins and free cash flow conversion, while supporting a minimum 20% group revenue CAGR through 2028. Financial Impact and Outlook On a 2026 annualised pro forma basis, the combined group is expected to generate approximately $1.1 billion in revenue and $320–330 million in adjusted EBITDA, with free cash flow conversion of around 50%. Looking ahead, Genius Sports has outlined an updated 2028 outlook reflecting the expanded platform, including $1.6 billion of group revenue, adjusted EBITDA margins of approximately 35%, and free cash flow conversion of at least 60%. Transaction Structure and Financing The acquisition will be funded primarily through an $850 million Term Loan B issuance, with Genius Sports’ revolving credit facility remaining undrawn. Pro forma leverage is expected to be below 3.0x, with rapid deleveraging anticipated by 2028, supported by strong cash flow visibility. The earn-out structure aligns value delivery with profitability and cash flow performance, balancing upfront certainty with long-term growth incentives. Transaction Context The acquisition highlights accelerating convergence across sports data, media distribution and performance marketing. As sportsbooks and brands increasingly prioritise measurable, high-intent fan engagement, platforms combining proprietary data, owned audiences and monetisation technology are emerging as clear strategic winners. For Genius Sports, the Legend acquisition represents a stepchange in business mix, margin profile and cash generation, reinforcing its ambition to build a scaled, global digital sports and gaming media platform. ADVISORS TO THE TRANSACTION Sector: Sports Technology / Digital Media & Advertising Transaction Type: Strategic Acquisition (Cash, stock and earn-out) Deal Value: Up to $1.2 Billion Deal Status: Definitive Agreement Signed Expected Completion: Q2 2026 Financial Advisers (Buyer): (also providing committed acquisition financing) Legal Advisers (Target): Finance Monthly. Beyond the Deal Beyond the Deal Finance Monthly. Legal Advisers (Buyer): Financial Advisers (Target):
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