Following the closing of the merger, expected by the end of March, FuboTV will become a wholly owned subsidiary of Facebank, and Facebank will be renamed FuboTV Inc. The combined company is expected to be based in New York and led by current FuboTV CEO David Gandler (pictured above) as chief executive. The companies said they will announce additional details of the combo’s management structure and board of directors.
Facebank Group (facebankgroup.com), based in Jupiter, Fla., develops what it calls “hyper-realistic digital humans,” based on the likenesses of celebrities and sports stars, for use in applications including entertainment and artificial intelligence. Facebank was formerly Pulse Evolution, the company behind the computer-generated holographic images of Tupac Shakur at 2012 Coachella and Michael Jackson at the 2014 Billboard Music Awards. Pulse technology also was used for VFX in such movies as “The Curious Case of Benjamin Button,” “Star Wars: Episode III – Revenge of the Sith,” “Rango” and “Transformers.”
The companies said under the merger, FuboTV will be positioned to distribute content based on Facebank’s digital avatars to consumers, while FuboTV will benefit from Facebank’s global operations.
Facebank’s stock is traded over-the-counter, and Gandler said in a statement that the combined company plans to “accelerate our timing to uplist to a major exchange as soon as practicable.”
Technically, the deal is constructed as an acquisition of FuboTV by Facebank, per an SEC filing. The aggregate consideration to be paid for FuboTV will comprise shares of a newly created series of Facebank preferred stock, with the purchase price yet to be determined.
In the SEC filing, Facebank said it obtained a secured revolving line of credit of $100 million for the benefit of FuboTV as an “inducement to the willingness of the FuboTV” to enter into the merger agreement. Under the terms of the pact, Facebank will advance FuboTV a $10 million loan by April 1.
Launched in 2015, FuboTV has raised $250 million in funding to date (separate from the line of credit under the Facebank pact). Investors include AMC Networks, Disney (which obtained 21st Century Fox’s stake in the venture), ViacomCBS, Comcast-owned Sky, Luminari Capital, Northzone, Discovery, DCM Ventures, Goldman Sachs, i2bf, LionTree Partners, Microsoft, Northzone, Edgar Bronfman Jr. (former chairman/CEO of Warner Music Group) and Chris Silbermann (founding partner of ICM Partners).
“The business combination of Facebank Group and FuboTV accelerates our ability to build a category-defining company and supports our goal to provide consumers with a technology-driven cable TV replacement service for the whole family,” Gandler said in announcing the merger. “With our growing businesses in the U.S., and recent beta launches in Canada and Europe, FuboTV is well-positioned to achieve its goal of becoming a world-leading live TV streaming platform for premium sports, news and entertainment content.”
For first nine months of 2019, Facebank Group reported $5.8 million in revenue, primarily from the sale of software licenses, and an operating loss of $19.1 million.
Under the proposed merger, FuboTV plans to use Facebank’s intellectual-property sharing relationships with celebrities and other digital technologies to enhance its streaming sports and entertainment services. The companies also said the merger will position FuboTV for continued global expansion by leveraging with Facebank Group’s Nexway, a global ecommerce and payment platform with a business presence in 180 countries.
The boards of both companies and the major stockholders of FuboTV have approved the transaction.
In the proposed deal, FuboTV is being advised by law firm Wilson Sonsini Goodrich & Rosati. Facebank is being advised by Loeb & Loeb and Anthony L.G. as legal counsel; IndexAtlas AG as M&A adviser; and Axxcess Capital as financial adviser.