Leo Holdings Corp. (NYSE: LHC), a Cayman Islands exempted company (“Leo”), and Digital Media Solutions LLC (“DMS”), a leading provider of technology and digital performance marketing solutions leveraging innovative, performance-driven brand and marketplace solutions to connect consumers and advertisers, announced today that they have completed their previously announced business combination. The total enterprise value of the transaction was $757 million. The business combination agreement was approved by Leo’s shareholders at an extraordinary general meeting held on July 14, 2020.
Upon completion of the business combination, Leo changed its name to Digital Media Solutions, Inc., and its Class A common stock and warrants are expected to begin trading on the New York Stock Exchange (NYSE) under the ticker symbols “DMS” and “DMS WS,” respectively, commencing on July 16, 2020.
DMS’ management team, led by Joe Marinucci, Co-Founder and Chief Executive Officer, Fernando Borghese, Co-Founder and Chief Operations Officer, and Randall Koubek, Chief Financial Officer, will continue to lead the combined company. Lyndon Lea, formerly Chairman and Chief Executive Officer of Leo, will serve as a director on the combined company’s board. Clairvest Group, Inc. (TSX: CVG), a leading private equity investor, as well as the DMS management team, collectively own a majority of the combined company, after rolling over significant equity.
Lyndon Lea stated, “We are pleased to complete the business combination with DMS and are looking forward to partnering with the management team in the next stage of DMS’ financial growth and market expansion.”
“Today marks a pivotal day in DMS history, and we would not be here were it not for the extraordinary commitment, leadership, innovation and passion of the people who comprise DMS. We are excited to partner with our new board of directors and investors as we continue to execute on the DMS growth plan, now as a public company. We are also grateful to Clairvest who has been a great partner and instrumental to our success, and we look forward to continuing to work alongside them as stockholders and board members. Today’s transaction allows DMS to continue to support our organic growth and acquisition strategy, strengthening our position as a premier, brand-first, performance-based marketing partner to customers across industry segments,” said Joe Marinucci, CEO of DMS.
“As the marketing sector benefits from the transition in ad spend from traditional to digital, we are very pleased to have the opportunity to remain meaningful stockholders in DMS as it continues to execute on its growth plan as a pioneer and consolidation force in the resilient, high growth digital performance marketing industry,” added Robbie Isenberg, Managing Director of Clairvest.
Citigroup Global Markets Inc. acted as financial advisor, capital markets advisor and private placement agent to Leo. Kirkland & Ellis LLP acted as legal counsel to Leo. Skadden, Arps, Slate, Meagher & Flom LLP acted as legal counsel to DMS.
DMS Company Highlights
DMS leverages proprietary technology solutions, significant proprietary media distribution and data-driven processes to help large brands steadily acquire more customers. DMS helps clients de-risk marketing spend across digital channels through its pay-for-performance model, meaning DMS is paid to deliver customer conversions rather than simply impressions. As a result, brands are assured to make money on each dollar spent on the DMS platform and are able to achieve a level of predictability and scale that traditional ad campaigns cannot match.
DMS delivers results using a diversified portfolio of owned and operated vertical marketplaces, which match consumers with relevant offers within each vertical, as well as full-funnel customer acquisition programs where DMS targets, attracts and converts customers on a brand’s behalf. DMS primarily works with brands with large-scale marketing needs to engage and acquire customers, serving a variety of verticals such as Insurance, Consumer Finance, Education, Health & Wellness, Home Services, eCommerce, Retail, Direct-to-Consumer (DTC) Subscription and more. With a vertical agnostic approach, DMS addresses a much larger addressable market than most of its comparable publicly traded peers, while limiting its exposure to verticals impacted by unpredictable market shifts.
DMS has developed significant competitive advantages, including its proprietary, privacy-compliant database of over 150 million consumer profiles built via over $1 billion of ad spend on the DMS platform, and its white label software tools that embed DMS’ position inside marketing departments with integration of data and capabilities within existing CRM and martech systems. DMS has consistently proven its ability to produce results and meet marketing KPIs for large brands, as evidenced by DMS’ 95% customer retention rate.
About Digital Media Solutions
Digital Media Solutions Corporation (NYSE: DMS) is a leading provider of technology and digital performance marketing solutions leveraging innovative, performance-driven brand direct and marketplace solutions to connect consumers and advertisers. DMS deploys a robust database of consumer intelligence and leverages substantial proprietary media distribution to provide customer acquisition campaigns that grow businesses. Continuing to experience explosive year-over-year growth, DMS has been continuously recognized on the Inc. 5000 list, securing its sixth consecutive ranking in 2019, and the Entrepreneur magazine 360 list. Named one of America’s “Best Places to Work” by Inc. magazine and awarded the Excellence in Lead Generation Award by the LeadsCouncil, DMS brings together some of the industry’s most knowledgeable people, efficient processes and sophisticated technology across the digital marketing spectrum.
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. DMS’ actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, DMS’ expectations with respect to its future performance and its ability to implement its strategy. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside DMS’ control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the inability to maintain the listing of the Company’s common stock or warrants on the New York Stock Exchange; (2) the risk that the consummation of the Business Combination disrupts DMS’ plans and operations; (3) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees; (4) costs related to the Business Combination; (5) changes in applicable laws or regulations; (6) the possibility that DMS may be adversely affected by other economic, business, and/or competitive factors; and (7) other risks and uncertainties indicated from time to time in the definitive proxy statement and prospectus relating to the Business Combination, filed on June 24, 2020, including those under “Risk Factors”, and in DMS’s other filings with the SEC. Some of these risks and uncertainties may in the future be amplified by the COVID-19 outbreak and there may be additional risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks. DMS cautions that the foregoing list of factors is not exclusive. DMS cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. DMS does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.