Thank you for standing by. Welcome to the Playtika Conference Call to discuss agreement to acquire Superplay. At this time, all participants are in a listen-only mode. After the speaker's presentation, there'll be a question and answer session. To ask a question during the session, you'll need to press star one one on your telephone. You'll then hear an automated message advising your hand is raised. To withdraw your question, please press star one one again. Please be advised today's conference is being recorded. I would now like to introduce your speaker for today's conference, Tae Lee, SVP, Corporate Finance and Investor Relations. Please go ahead.
Welcome to Playtika Holding Corp's call to announce that we have signed a definitive agreement to acquire Superplay. On the call with me today are Robert Antokoll, Co-founder, Chief Executive Officer, and Chairperson of the Board, and Craig Abrahams , President and Chief Financial Officer. During today's Conference Call, we will make forward-looking statements related to our acquisition of Superplay, and actual results may differ materially from the results predicted. Please review the risk factors in our most recently filed 10-Q and 8-K regarding this acquisition, as well as elsewhere in our SEC filings for further detail. I will now turn the call over to Craig.
Good morning, everyone, and thank you for joining our call. I'm excited to announce that we've entered into an agreement to acquire Superplay, an innovative in-app purchase-based mobile gaming company with a history of developing and delivering, engaging in successful casual game franchises. As Robert outlined in a shareholder letter that has been published on our investor relations website, the proposed acquisition strongly aligns with our strategic vision of acquiring best-in-class mobile gaming companies with potential for category-leading franchises. Furthermore, following an extensive evaluation of the mobile gaming industry, it became evident that Superplay was the premier independent gaming asset in the casual genre, with Dice Dreams and Domino Dreams being two growth games in the top 100 ranked games in the U.S., and two additional games in their pipeline.
Its impressive performance in high growth categories, substantial scale, and talented development and live operations teams made it ideally aligned with our M&A strategy. We structured a three-year earn-out arrangement designed to reward performance while mitigating downside risk, drawing on our history of success in M&A. In previous acquisitions, we have demonstrated our ability to create value and drive growth through strategic deal structures. In our acquisition of Superplay, annual earn-out payments are contingent on both revenue growth and Adjusted EBITDA thresholds, aligning incentives to focus on outcomes that create value for our shareholders. By tying incremental earn-out consideration to clear performance metrics, this approach is designed to create a more attractive, effective purchase price multiple and a pathway to profitable growth. We have summarized the earn-out calculation in our slides we have published on our investor relations website.
Finally, we are reaffirming our commitment to a balanced capital return strategy that includes quarterly dividends and dilution offsetting share repurchases. We remain focused on a disciplined approach to capital allocation, balancing our investments in strategic M&A opportunities with consistent return of capital to our shareholders. Thank you for your continued support, and happy to take your questions.
Thank you. Ladies and gentlemen, if you have a question or a comment at this time, please press star one one on your telephone. If your question has been answered, and you wish to remove yourself from the queue, please press star one one again. We'll pause for a moment while we compile our Q&A roster. Our first question comes from Chris Shao with UBS. Your line is open.
Great. Thank you. You previously talked about spending, I believe it was $600 million-$1.2 billion on M&A over three years. With earn-outs, you could go beyond that with this transaction. So can you help us understand what drove your willingness to potentially go further with this deal? And is it fair to think further M&A is unlikely as you digest these assets, or would you be willing to take on more deals here in the near term? Thank you.
Thanks for the question. You know, as we evaluated the industry and looked at opportunities, Superplay just checked all the right boxes. A growth at scale in high growth categories, two top franchises in the top 100 in the U.S., a new title in development, with planned soft launch in 2025. And while we're paying $700 million upfront, and we're paying an earn-out above a baseline of $342 million, you know, there will be additional consideration paid in future years based on growth. And it aligns with our objectives in terms of both growth and increased profitability over time. So we will give a revised range around M&A in the future, as we look at refinancing options, and look at future capital needs. We are committed to continued dividends and share buybacks.
So, as you know, in terms of updating our capital allocation policy, we feel it's in line, even though the size could be larger here. And M&A continues to be a key driver of growth for us. You know, nine out of our top eleven titles came through M&A and will continue to be key for us. As per your second question on future deals, you know, there will probably be more of the bolt-on variety like we did last year, but we will be continuing to look at opportunities to continue to grow our portfolio.
That's very helpful. Thank you. If I can just fit in one more? The performance on these properties has been very strong. Can you just help us understand where you see the opportunities for upside, and how do you plan it to enhance the revenue performance for these properties in the coming years?
Sure, so this studio has had very strong performance. You know, we expect them to continue to perform at a very high level. We're here to support them both with capital and our know-how, and so we're super excited about the combination, leveraging both those things.
Thank you. One moment for our next question. Our next question comes from Drew Crum with Stifel, your line is open.
Okay, thanks. Hey, guys, can you address the absence of profitability for Superplay? What some of the key drivers are to hitting breakeven in 2025, and just the longer term, you know, over the longer term, what the right margin profile looks like for this business? Thanks.
Sure. So, you know, this is a company, you know, five years in. It has one large franchise that they've been investing significantly in growth historically, a second franchise with Domino Dreams that has even greater growth potential ahead of it. So they have been investing heavily in marketing. As you'll see in our deal structure in twenty twenty-five, there's a threshold of minus $10 million in EBITDA, so the company will be shifting gears and focusing more on profitability in future years, albeit with growth, and growth targets. And so we're pretty excited about their ability to do that via execution, whether it be monetization and live ops, as well as innovation and marketing. And so, definitely a leading edge team in terms of their ability to execute.
Got it. Thanks, guys.
One moment before our next question. Our next question comes from Matthew Cost with Morgan Stanley. Your line is open.
Good morning, everyone. Thanks for taking the question. I guess, you know, you mentioned that there's two games in the development pipeline for this studio. Is this a studio that maybe kind of like Wooga, would be one that you would support in continually investing in new games organically? How does it fit into your strategy to have some of these studios working on new games as opposed to mostly bringing new games in organically? And then I have one follow-up. Thank you.
So, hi. Thank you. Thank you for the question. For us, we always said in the past that we have Wooga to develop new titles for Playtika. So now, the game is changing. We have Superplay to do it. Superplay showed very strong ability to develop new titles. They did launch two amazing titles in a short time. And yes, they're going to have a new title in the next year, and we're counting on them to develop in the future more and more. So this is going to be our place to develop the Playtika future.
Great. Thank you. And then maybe Craig, just on, on leverage, I think this will earn about a turn of EBITDA to your leverage ratio. I guess, what's, what's your philosophy, you know, on managing leverage from here?
Sure. So historically, we've spoken about net leverage of one to three times, potentially levering up to three and a half times for the right deal. And so I think that's the range that we intend to operate within.
Great. Thank you both.
One moment before our next question. Our next question comes from Aaron Lee with Macquarie. Your line is open.
Hey, good morning. Thanks for taking my question. So I believe you'll be absorbing about 300 team members. Do you anticipate the integration will be any different than past ones, just given the size and the leadership restructuring from earlier in the year?
So we are not going, you know, our strategy with acquiring companies was always to make them to work in their autonomy. So we always did it in the past, and this is what we're going to do it this time. We have studios all around the world that working independently, autonomously, and without any interfering. We of course controlling and doing everything, but it's still their decision, and it's going to be the same with Superplay.
Okay, that sounds good, and then a quick follow-up. As we think about your D2C platform, are these games that you think you can move to your D2C platform over time, and how are you thinking about the potential there? Thanks.
So, you know, in your question, you already answered it, so there is a big potential with our D2C, but it's not for now. For now, there is an earn-out, we have an agreement to run, so for now, this is not going to happen in the coming year, but for sure, for sure, this is a huge advantage of us working together with them, because as you know, our D2C platform is one of the biggest, if not the biggest in the industry, and this is what's always Playtika's advantage.
Okay, appreciate the color. Thanks, Robert.
One moment before our next question. Our next question comes from Eric Handler with Roth Capital. Your line is open.
Good morning. Thanks for the question. I guess when I look at your two games, I mean, Dice Dreams is significantly bigger than Domino Dreams. So, you know, when you look at these two games and the growth opportunity, do you still see a significant revenue growth opportunity with Dice Dreams, or is that more of an improved profitability story, and Domino Dreams is more of a revenue growth story?
Thanks for the question, Eric. I think both titles are growth stories in terms of their potential to continue growing. Obviously, Domino Dreams is more in its infancy and has even more potential in terms of growth on a percentage basis, but we're super excited about both titles, you know, unique positions in the industry, and we'll be doing everything we can to help them continue on that growth trajectory.
Okay, and then as a follow-up, can you talk a little bit about the coin looter category and the board category, and what makes you excited about these games and those categories?
You know, our first acquisition in that we did seven years ago with Jelly Button, we were the first one in this category with Board Kings. This is one of the growing categories today in the industry. You know, we always said that we're looking for the right opportunity to do M&A, and we always had the pressure to do M&A, and we said that we're looking for the right deal that will really make a game changer for us. Now, with Dice Dreams, we believe we're going to conquer this category, and this is our vision there.
Okay, thank you.
One moment for our next question. Our next question comes from Omar Dessouky with Bank of America. Your line is open.
Hi, thanks very much. Any information you can give us on what you think the range of entry multiples are based on your projections for the final year of the earn-out? And then one follow-up.
Craig's line has left the stage, if you were looking for him to answer.
Hi, can you, can you hear me? I asked the question. Did you hear the question?
One moment for our next question. One moment. Our next question comes from Clark Lampen with BTIG. Your line is open.
... Just curious, I guess, with the team you're bringing, and this is obviously, you know, sort of former Playtika employees, that are coming back. I would imagine this aligns culturally with the broader organization. Now, just curious if there are benefits that I guess you anticipate from bringing folks back into, Playtika. Could they perhaps oversee other titles or teams in the organization eventually? And then also, since it's been highlighted in the release, I'm curious if there's additional detail or context you might be able to give us around, the titles that are in development, the early stage, later stage, are these ones that we should think of potentially coming to market sooner rather than later?
So I'm sorry, I heard the question, like, not perfect. What I understand from your question about the culture and the DNA of the team. So, so I would like to say that, for us, when you look at the history of M&A's, the thing that make M&A to fail is the, you know, the different DNA, different culture. And here, in this situation, because these guys came from our university here in Playtika, so these guys are our DNA, and we are their DNA, and the culture is a very similar culture, and we understand each other, we know each other.
We have a big confidence that working together will bring Playtika to the next level and the place that Playtika should be. So, we have today, new two titles, growing titles. One of them is exploding. The same culture, we understand how they're running their games, we understand their technology, we know our advantage, when and where we can help. So, you know, sometimes it's really hard to say in words, the feeling about the deal, but for us, it's unbelievable deal.
Thank you. One moment for our next question. Our next question comes from Omar Dessy with Bank of America. Your line is open.
Yeah, hi. Just trying again here, because I think there were some IT issues. I was asking whether you guys could tell us anything about the range of entry multiples based on your final, your earn-out. That's the first one. And then the second is, in the past, I think you've discussed contribution as net revenue minus marketing expense, and I was wondering if you had anything to share on that metric regarding this deal. Thanks.
Sure. Thanks, Omar, so as you think about the upfront multiple, this deal was negotiated based on a baseline of $342 million, and so we will pay an incremental earn-out based on revenue growth above that target, based on meeting certain criteria regarding EBITDA thresholds, and so as you look on a go-forward basis, I think like we've said in most deals, when we, when we look back four years from now, the goal is to get this to a mid-single digit EBITDA multiple on an effective basis, and given the growth profile, and the scarcity of these types of assets in the top 100, we feel that that would be an excellent deal for us, and so, that's, that's how it was structured. Obviously, the revenue level of the business today is greater than that threshold, given their strong growth over the last few months, but I think that, you know, page thirteen of our slide deck will give you a good sense of how the earn-out payment is structured.
Got it. Okay, any comments on the, that other metric, net revenue minus, the contribution metric?
Sure. Net direct contribution will be defined in the share purchase agreement, which will be posted in the next day or so.
Okay. Thanks a lot, Craig. Bye.
Thanks.
I'm not showing any further questions at this time, so this does conclude today's Conference Call. We thank you for your participation. You may now disconnect and have a wonderful day.