UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 29, 2020
FACEBANK
GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Florida
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000-55353
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26-4330545
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
Number)
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1115
Broadway, 12th Floor, New York, NY
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10010
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(212)-537-5775
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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N/A
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N/A
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. [ ]
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 29, 2020, the Board of Directors (the “Board”)
of FaceBank Group, Inc. (the “Company” or “FaceBank”) approved the appointment of Edgar Bronfman,
Jr. as Executive Chairman of the Board, effective as of April 29, 2020 (the “Start Date”). As a result of Mr.
Bronfman’s appointment, on the Start Date, John Textor resigned as Executive Chairman of the Board, effective immediately.
Mr. Textor shall remain a member of the Board and an employee of the Company. Mr. Textor’s change in role is not the result
of any disagreement with the Company relating to the Company’s operations, policies or practices. A copy of the resignation
letter is attached hereto as Exhibit 17.1.
Edgar
Bronfman, Jr., age 64, brings to the Company decades of experience in media and technology. Since October 2017, Mr. Bronfman
has served as chairman of Waverley Capital LLC, a media-focused venture capital firm, of which he is also a co-founder and general
partner. Since 2014, Mr. Bronfman has served as managing partner of Accretive, LLC, a private equity firm. Mr. Bronfman served
in various roles at Warner Music Group, a multinational entertainment and record label, most recently serving as chief executive
officer from March 2004 to August 2011 and as a member of the board of directors from March 2004 to May 2013, including serving
as chairman of the board of directors from March 2004 to January 2012. Mr. Bronfman served on the boards of directors of IAC InterActive
Corp, a media and internet company, from February 1998 through October 2019 and Accretive Health, Inc. (now known as R1 RCM Inc.),
a healthcare management company, from October 2006 until February 2016. Mr. Bronfman has also served as executive chairman of
Global Thermostat Operations, LLC, a company designed to develop and commercialize technology for the direct capture of carbon
dioxide, since 2010 and has served on the boards of Insureon Holdings, LLC since 2012 and Everspring Inc. since 2014. Mr. Bronfman
is Chairman of the Board of Endeavor Global, Inc., a member of the board of trustees of the NYU Elaine A. and Kenneth G. Langone
Medical Center, a member of the Board of the Council of Foreign Relations, Vice President of the Ann L. Bronfman Foundation and
Director of the Clarissa and Edgar Bronfman Jr. Foundation. Mr. Bronfman’s qualifications to serve on the Board include
his experience as a member of senior management of various public and global companies, which gives him particular insight into
business strategy, leadership, marketing, consumer branding and international operations. The Board also considered his high level
of financial literacy and insight into the media, entertainment and technology industries as well as his private equity experience.
There
is no arrangement or understanding between Mr. Bronfman and any other person, other than as described below, pursuant to which
Mr. Bronfman was elected as a director of the Company. There are no family relationships between Mr. Bronfman and any director
or executive officer of the Company, and, other than as described herein, no transactions involving Mr. Bronfman that would require
disclosure under Item 404(a) of Regulation S-K.
The
Company and Mr. Bronfman entered into a letter agreement dated as of April 29, 2020, pursuant to which Mr. Bronfman agreed to
serve as the Executive Chairman of the Board (the “Letter Agreement”). Pursuant to the Letter Agreement, Mr.
Bronfman’s employment with the Company is for an indefinite period and is terminable by either Mr. Bronfman or the Company
upon 30 days’ advance written notice. Pursuant to the Letter Agreement, Mr. Bronfman received a stock option covering 1,875,000
shares of the Company’s common stock on the Start Date (the “Option Award”). The Option Award has an exercise
price of $8.76 per share and a term of seven years, will generally vest in equal annual installments over a period of four years,
in each case subject to earlier vesting upon the achievement of certain stock price milestones, and is subject to the terms of
the Company’s 2020 Equity Incentive Plan and a stock option agreement thereunder. In the event Mr. Bronfman’s employment
with the Company is terminated by the Company without cause, by Mr. Bronfman following the Company’s material breach of
any agreement between Mr. Bronfman and the Company or due to Mr. Bronfman’s death or disability, any outstanding portion
of the Option Award that remains unvested as of the date of such termination of employment will remain outstanding and eligible
to vest in accordance with the terms of the applicable stock option agreement. In addition, any unvested portion of the Option
Award that remains outstanding as of the date of a change in control of the Company will immediately vest in full and become exercisable.
In addition to the Option Award, Mr. Bronfman will receive an annual base salary of $95,000, which may increase if he chairs or
serves other Board committees. He will be eligible to receive an annual equity award on generally the same terms as non-employee
directors of the Company.
FaceBank
and Mr. Bronfman also entered into the Company’s standard form of Indemnification Agreement (the “Indemnification
Agreement”).
The foregoing descriptions of the Letter Agreement
and the form of Indemnification Agreement do not purport to be complete and are subject to, and qualified in their entirety by,
the full text of the Letter Agreement and the form of Indemnification Agreement, attached hereto as Exhibits 10.1 and 10.2, respectively,
and which are incorporated herein by reference. The form of Indemnification Agreement was previously filed as Exhibit 10.2 to FaceBank’s
current report on Form 8-K filed April 7, 2020.
The
press release announcing Mr. Bronfman’s appointment as Executive Chairman and the resignation of Mr. Textor is furnished
as Exhibit 99.1 hereto. The information set forth in Exhibit 99.1 shall not be deemed “filed” for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Item 7.01 Regulation FD Disclosure.
On May 4, 2020, the Company issued a press release (the “Press
Release”) announcing that the Company released a letter to shareholders (the “Shareholder Letter”)
that included (i) select financial results from fuboTV Inc. (“fuboTV”), a wholly-owned subsidiary of the Company,
on a stand-alone basis for the year ended December 31, 2019 and (ii) certain expected results of fuboTV on a stand-alone basis
for the quarter ended March 31, 2020. The Company acquired fuboTV on April 1, 2020 when fuboTV Acquisition Corp., a Delaware corporation
and a wholly-owned subsidiary of FaceBank Group, Inc. merged with and into fuboTV, and fuboTV continued as the surviving corporation.
The
Shareholder Letter includes background on the Company, select historical financial information for fuboTV on a stand-alone basis,
and commentary on streaming and advertising industry trends. The unaudited selected financial information contained in the Shareholder
Letter is preliminary and thus still subject to change, and the Company recommends reading the full set of financial statements
and related disclosures and risk factors for both the Company and fuboTV when they are available.
Additionally,
the Press Release announced that the Company has taken a permissible extension due to COVID-19 to file its Form 10-K for the year
ended December 31, 2019 reporting its historical financial results on a pre-merger basis. The Company’s financial results
for the year ended December 31, 2019 will not include results for fuboTV.
The Press Release and the Shareholder Letter,
which are furnished as Exhibits 99.2 and 99.3, respectively, are incorporated by reference into this Item 7.01. The information
furnished pursuant to this Item 7.01, including the information contained in Exhibits 99.2 and 99.3, is “furnished”
and not “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section.
Such information shall not be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933
except to the extent such other filing specifically incorporates such information by reference.
Forward-Looking
Statements
The Press Release and the Shareholder Letter
contain forward-looking statements of the Company that involve substantial risks and uncertainties. All statements contained in
the Press Release and the Shareholder Letter are forward-looking statements within the meaning of The Private Securities Litigation
Reform Act of 1995. The words “could,” “will,” “plan,” “intend,” “anticipate,”
“approximate,” “expect,” “potential,” or the negative of these terms or other similar expressions
are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
These forward-looking statements include, among others, statements about FaceBank’s future financial performance, the impact
of management changes, any organizational restructuring, the sufficiency of capital resources to fund its ongoing operating requirements;
statements about the potential benefits of the merger with fuboTV Inc.; statements about the uplisting of the combined company
to a national exchange; and any other statements other than statements of historical fact. Actual results or events could differ
materially from the plans, intentions and expectations disclosed in the forward-looking statements that FaceBank makes due to a
number of important factors, including (i) risks related to the ability to realize the anticipated benefits of the transaction,
including the risk that the businesses will not be integrated successfully, (ii) the effect of the transaction on FaceBank’s
business relationships, operating results and business generally, (iii) risks that the transaction disrupts current plans and operations,
(iv) risks related to the combined entity’s ability to uplist to a national securities exchange, (v) risks related to the
combined entity’s access to existing capital and fundraising prospects to fund its ongoing operations and its ability to
continue as a “going concern”, (vi) risks related to diverting management’s attention from FaceBank’s ongoing
business operations, (vii) other business effects, including the effects of industry, market, economic, political or regulatory
conditions, future exchange and interest rates, and changes in tax and other laws, regulations, rates and policies, including the
impact of COVID-19 on the broader market, and (viii) the outcome of any legal proceedings that may be instituted against FaceBank
related to the merger agreement or the transaction. Further risks that could cause actual results to differ materially from those
matters expressed in or implied by such forward-looking statements will be discussed in FaceBank’s Form 10-K for the year
ended December 31, 2019, and we encourage you to read such risks in detail. The forward-looking statements in the Press Release
and the Shareholder Letter represent FaceBank’s views as the date of the Press Release and the Shareholder Letter. FaceBank
anticipates that subsequent events and developments will cause its views to change. However, while it may elect to update these
forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. You should, therefore,
not rely on these forward-looking statements as representing FaceBank’s views as of any date subsequent to the date of the
Press Release and the Shareholder Letter.
Item 9.01 Financial Statements and Exhibits.
Exhibit
No.
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Description
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10.1
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Letter Agreement by and between FaceBank Group, Inc. and Edgar Bronfman Jr., dated as of April 29, 2020.
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10.2
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Form of Indemnification Agreement by and between FaceBank Group, Inc. and its directors and officers (previously filed as Exhibit 10.2 to FaceBank’s current report on Form 8-K filed April 7, 2020).
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17.1
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Resignation Letter dated April 29, 2020.
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99.1
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Press Release of FaceBank Group, Inc., dated April 29, 2020.
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99.2
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Press Release of FaceBank Group, Inc., dated May 4, 2020.
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99.3
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Shareholder Letter of FaceBank Group, Inc., dated May 4, 2020.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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FACEBANK GROUP, INC.
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Date:
May 5, 2020
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By:
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/s/ David
Gandler
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Name:
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David
Gandler
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Title:
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Chief
Executive Officer
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Exhibit
10.1
April
29, 2020
Edgar
Bronfman, Jr.
c/o
FaceBank Group, Inc.
1115
Broadway
12th
Floor
New
York, NY 10010
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Re:
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Executive Chairman Position
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Dear
Mr. Bronfman:
This
letter agreement sets forth the terms of your employment with FaceBank Group, Inc. (the “Company”) as Executive
Chairman of the Board of Directors of the Company (the “Board”).
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1.
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Term
and Position. Your employment with the Company and your service as Executive Chairman shall commence on April 29, 2020
(the “Employment Start Date”). Your employment with the Company shall be for an indefinite period and shall
be terminable by either you or the Company upon thirty (30) days’ advance written notice to the other party. Your role
as an employee in the position of Executive Chairman shall be separate and apart from your role as Chairman of the Board.
Notwithstanding your role as an employee in the position of Executive Chairman, you shall continue to be a member of the Board
until such date as you resign from the Board or are rendered unable to serve on, or refuse to stand for election to, the Board
or fail to be reelected to the Board.
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2.
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Duties;
Reporting; Location. As an employee in the position of Executive Chairman, in addition to performing duties typical of
that of a chairman of a board of directors (which duties you shall perform in your capacity as a member of the Board and not
as an employee, you shall (a) regularly interface with Company investors and potential investors regarding their investment
or potential investment in the Company, (b) identify prospective Company acquisition targets and participate in negotiations
encompassing mergers, acquisitions and strategic divestitures, (c) interface with industry regulators, (d) participate in
negotiations with current and potential content providers and (e) take other actions as reasonably requested by the Chief
Executive Officer of the Company or the Board. As Executive Chairman, you shall report directly to the Board. You shall dedicate
the amount of your business time and attention that you reasonably deem necessary to the performance of your employment duties
as Executive Chairman, which you and the Company expect to approximate one day per week. You shall perform your employment
duties as Executive Chairman at such locations as you reasonably deem appropriate.
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a.
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In
consideration for your employment service as Executive Chairman, you shall receive a one-time grant of a stock option in respect
of 1,875,000 shares of the Company’s common stock (“Common Stock”) on the Employment Start Date (the
“Option Award”).
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b.
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The
compensation described in this letter agreement shall be in addition to any compensation to which you are entitled in your
position as Chairman of the Board, which shall be consistent with that described in the Compensia study dated April, 2020.
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4.
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Registration
Statement. The Company shall file with the Securities and Exchange Commission a registration statement on Form S-8 or
any successor or other appropriate form with respect to the shares of Common Stock underlying the Option Award and shall maintain
the effectiveness of such registration statement for so long as any portion of the Option Award remains outstanding. The parties
currently reasonably anticipate that the filing of the S-8 registration statement will occur no later than June 15, 2020.
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5.
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Miscellaneous.
This letter agreement shall be governed by the laws of the State of New York, without regard to the conflict of law provisions
of any state. This letter agreement may not be amended or modified other than by a written agreement executed by you and the
Company. This letter agreement shall be binding on the Company and its successors.
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If
the above terms are acceptable to you, please confirm your agreement to the foregoing by executing this letter agreement as indicated
below.
[Signature
Page Follows]
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Very
truly yours,
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FACEBANK
GROUP, INC.
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By:
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Name:
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David
Gandler
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Title:
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Chief
Executive Officer
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Accepted
and Agreed:
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Edgar
Bronfman, Jr.
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[Signature
Page to Letter Agreement]
Exhibit 17.1
April 29, 2020
FaceBank Group, Inc. (d/b/a
fuboTV)
1330 Avenue of the Americas
New York, NY 10019
Re: Resignation as Executive
Chairman
To the Board of Directors
(the “Board”) of FaceBank Group, Inc. (the “Company”),
Effective as of the date
hereof, I hereby resign from my position as Executive Chairman of the Board. Notwithstanding the foregoing, I am delighted to continue
providing services as a member of the Board and as an employee of the Company and to assist the newly-appointed Executive Chairman
in his transition.
Exhibit 99.1
FOR IMMEDIATE RELEASE
EDGAR BRONFMAN JR. NAMED EXECUTIVE CHAIRMAN
OF FUBOTV
NEW YORK – APRIL 29, 2020 –
FaceBank Group, Inc. (d/b/a fuboTV) (OTCQB: FBNK) announced today that its Board of Directors has appointed Edgar Bronfman Jr.
to the Board of Directors and has named him Executive Chairman effective immediately.
As Executive Chairman of the Board, Bronfman
will help advise on the strategic direction of the live TV streaming platform. fuboTV intends to uplist to a major stock exchange
in the coming months.
Bronfman is both a direct investor as well
as an investor in fuboTV through Waverley Capital, a venture capital group he co-founded with Daniel Leff in 2017 to focus on the
opportunities presented by disruption in the media industry.
“Edgar was an early champion of fuboTV
and I am thrilled he has agreed to this increased role with the company,” said David Gandler, co-founder and CEO, fuboTV.
“As we expand through organic growth and opportunistic acquisition, Edgar’s strategic guidance will be invaluable.”
“Edgar’s unparalleled expertise
and prominence in the media industry combined with his track record of prescient moves in the digital media space make him the
perfect choice to lead fuboTV’s Board,” said John Textor, co-founder and former CEO, FaceBank Group.
“I believe fuboTV has a great future,”
said Bronfman. “I look forward to working with David to build on the tremendous success fuboTV has already achieved as the
opportunities for OTT networks continue to expand and accelerate.”
Bronfman, one of the most recognized names
in the media industry, is also a Managing Partner at Accretive LLC, a unique firm that specializes in creating companies to solve
important problems in large industries, and Executive Chairman of Global Thermostat LLC, a pioneering company designed to develop
and commercialize a technology for the direct capture of carbon dioxide from the atmosphere and other sources. He is the former
Chairman and CEO of Warner Music, one of the world’s largest music companies.
Since its founding in 2015 as a soccer streaming
service, fuboTV has evolved into a live TV streaming platform with more top Nielsen-ranked sports, news and entertainment channels
for cord-cutters than any other live platform. Continually innovating to give subscribers a premium viewing experience they can’t
find with cable TV, fuboTV is regularly first-to-market with new product features and is the only virtual MVPD to stream in 4K.
The company merged with FaceBank Group, Inc., a leading celebrity and sports focused virtual entertainment company, in April 2020.
About fuboTV
FaceBank Group, Inc.
(d/b/a fuboTV) (OTCQB: FBNK) is the live TV streaming platform with more top Nielsen-ranked sports,
news and entertainment channels for cord-cutters than any other live platform.
Continually
innovating to give subscribers a premium viewing experience they can’t find with cable TV, fuboTV is regularly first-to-market
with new product features and is the only virtual MVPD to stream in 4K. Other industry “firsts” for the company
include entering Europe with the launch of fuboTV España in 2018. fubo Sports Network, the live, free-to-consumer
TV network for passionate sports fans, launched in 2019 with event coverage, news, behind-the-scenes and exclusive programming.
Named to Forbes’
Next Billion Dollar Startup list in 2019, NYC-based fuboTV merged with FaceBank Group, Inc. in 2020.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither
historical facts nor assurances of future performance. Instead, they are based on the current beliefs, expectations and assumptions
of fuboTV and on information currently available to fuboTV. The forward-looking statements in this press release represent fuboTV’s
views as of the date of this press release. These statements may include, but are not limited to, statements regarding future
events or future financial and operating performance and fuboTV’s plans for, and the anticipated benefits of, new strategic
partnerships and fuboTV’s plans and timing regarding uplisting to a national stock exchange. Although fuboTV believes the
expectations reflected in such forward-looking statements are reasonable, fuboTV can give no assurance that such expectations
will prove to be correct. Forward-looking statements may involve known and unknown risks, uncertainties and other factors that
may cause fuboTV’s actual results, performance or achievements to be materially different from those expressed or implied
by the forward-looking statements. Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements.
Except as required by applicable law, fuboTV does not plan to publicly update or revise any forward-looking statements contained
herein, whether as a result of any new information, future events, changed circumstances or otherwise. No representations or warranties
(expressed or implied) are made about the accuracy of any such forward-looking statements. Important factors that could cause
fuboTV’s actual results to differ materially are detailed from time to time in the reports fuboTV files with the Securities
and Exchange Commission, copies of which are available on the Securities
and Exchange Commission’s website at www.sec.gov and are available
from fuboTV without charge. However, new risk factors and uncertainties may emerge from time to time, and it is not possible to
predict all risk factors and uncertainties.
# # #
Investor and Media Contacts:
Media Contact:
Jennifer L. Press, fuboTV
jpress@fubo.tv
212-672-0081
Investor Contact:
Brinlea Johnson, The Blueshirt Group
brinlea@blueshirtgroup.com
415-269-2645
Exhibit
99.2
FOR
IMMEDIATE RELEASE
FUBOTV
RELEASES LETTER TO SHAREHOLDERS,
SELECT
2019 FINANCIAL INFORMATION
NEW
YORK – MAY 4, 2020 – FaceBank Group, Inc. (d/b/a fuboTV) (OTCQB: FUBO) today released its first letter to shareholders,
which includes select audited financial results from fuboTV on a stand-alone basis for the year ended December 31, 2019, and certain
expected results of fuboTV on a stand-alone basis for the quarter ended March 31, 2020.
Please
visit the investor relations websites of FaceBank and fuboTV to view the 2019 letter to shareholders which includes background
on the company, select historical financial information for fuboTV on a stand-alone basis and commentary on streaming and advertising
industry trends.
fuboTV
intends to use its website as a disclosure channel and investors are encouraged to refer to it, as well as press releases and
SEC filings.
FaceBank
Group has taken a permissible extension due to COVID-19 to file its Form 10-K for the year ended December 31, 2019 reporting its
historical financial results on a pre-merger basis. The financial results for FaceBank Group for the year ended December 31, 2019
will not include results for fuboTV. The unaudited selected financial information contained in the CEO letter is preliminary and
thus still subject to change. FaceBank Group encourages reading the full set of financial statements and related disclosures and
risk factors for both FaceBank Group and fuboTV when they are available.
About
fuboTV
fuboTV
(OTCQB: FUBO) merged with FaceBank Group in April 2020 to create a leading digital entertainment company, combining fuboTV’s
direct-to-consumer live TV streaming platform for cord-cutters with FaceBank’s technology-driven IP in sports, movies and
live performances.
Named
to Forbes’ Next Billion Dollar Startup list in 2019, fuboTV is the live TV streaming platform with more top Nielsen-ranked
sports, news and entertainment channels for cord-cutters than any other live platform.
Continually
innovating to give subscribers a premium viewing experience they can’t find with cable TV, fuboTV is regularly first-to-market
with new product features and is the only virtual MVPD to stream in 4K. Other industry “firsts” for the company include
entering Europe with the launch of fuboTV España in 2018. fubo Sports Network, the live, free-to-consumer TV network
featuring sports stories on and off the field, launched in 2019.
Forward-Looking
Statements
This
letter contains forward-looking statements of FaceBank Group, Inc. (“FaceBank”) that involve substantial risks
and uncertainties. All statements contained in this press release are forward-looking statements within the meaning of The Private
Securities Litigation Reform Act of 1995. The words “could,” “will,” “plan,” “intend,”
“anticipate,” “approximate,” “expect,” “potential,” or the negative of these terms
or other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements
contain these identifying words. These forward-looking statements include, among others, statements about FaceBank’s future
financial performance, the impact of management changes, any organizational restructuring, the sufficiency of capital resources
to fund its ongoing operating requirements; statements about the potential benefits of the merger with fuboTV Inc.; statements
about the uplisting of the combined company to a national exchange; and any other statements other than statements of historical
fact. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking
statements that FaceBank makes due to a number of important factors, including (i) risks related to the ability to realize the
anticipated benefits of the transaction, including the risk that the businesses will not be integrated successfully, (ii) the
effect of the transaction on FaceBank’s business relationships, operating results and business generally, (iii) risks that
the transaction disrupts current plans and operations, (iv) risks related to the combined entity’s ability to uplist to
a national securities exchange, (v) risks related to the combined entity’s access to existing capital and fundraising prospects
to fund its ongoing operations and its ability to continue as a “going concern”, (vi) risks related to diverting management’s
attention from FaceBank’s ongoing business operations, (vii) other business effects, including the effects of industry,
market, economic, political or regulatory conditions, future exchange and interest rates, and changes in tax and other laws, regulations,
rates and policies, including the impact of COVID-19 on the broader market, and (viii) the outcome of any legal proceedings that
may be instituted against FaceBank related to the merger agreement or the transaction. Further risks that could cause actual results
to differ materially from those matters expressed in or implied by such forward-looking statements will be discussed in FaceBank’s
Form 10-K for the year ended December 31, 2019 which will be filed later this month and we encourage you to read such risks in
detail. The forward-looking statements in this press release represent FaceBank’s views as of the date of this press release.
FaceBank anticipates that subsequent events and developments will cause its views to change. However, while it may elect to update
these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. You should, therefore,
not rely on these forward-looking statements as representing FaceBank’s views as of any date subsequent to the date of this
press release.
#
# #
Investor
and Media Contacts:
Media
Contact:
Jennifer
L. Press, fuboTV
jpress@fubo.tv
212-672-0081
Investor
Contact:
Brinlea
Johnson, The Blueshirt Group
brinlea@blueshirtgroup.com
415-269-2645
Exhibit
99.3
May
4, 2020
Fellow
Shareholders,
Let
me begin by sending my thoughts and best wishes to all the individuals and businesses impacted around the world by the COVID-19
pandemic. We remain dedicated to the safety of our team and have focused all of our efforts on providing consumers the news and
entertainment they need at an affordable cost.
I’m
pleased to address you for the first time as Chief Executive Officer of the public company created with the merger of fuboTV and
FaceBank Group, which we announced on April 2nd. The combined entity, FaceBank Group, Inc. (d/b/a fuboTV) currently
trades on the OTC market under the symbol “FUBO.” We intend to up-list to a major stock exchange in the near-term.
We
are pleased to begin providing fuboTV financial information to the investment community, and in the coming months we plan to release
and file additional information for the entire company with the SEC. We have taken a permissible extension due to COVID to file
FaceBank’s Form 10-K for the year ended December 31, 2019 reporting the historical financial results of FaceBank Group (pre-merger),
and financial results for FaceBank Group for the year ended December 31, 2019 will not include results for fuboTV. As such, we
thought it would be helpful to provide certain select audited financial results of stand-alone fuboTV for the year ended December
31, 2019 and unaudited estimates for the quarter ended March 31, 2020. The unaudited financial information contained in this letter
is preliminary and thus still subject to change. We encourage you to read our full set of financial statements and related disclosures
when they are available.
By
way of background, my partners and I founded fuboTV in January 2015 to serve the needs of U.S. soccer fans who were unable to
stream international leagues. We then expanded to a full sports content offering before evolving in 2017 into a more transparent,
user-friendly and less expensive alternative to traditional cable TV. Our vision became “come for the sports, stay for the
entertainment” which you can stream anytime, anywhere including mobile, web and connected TVs, via Amazon Fire TV, Roku,
Apple TV and more.
Fast-forward
to today, where we believe fuboTV is at the forefront of the streaming revolution. We offer cord-cutters a total cable replacement
with more top Nielsen-ranked sports, news and entertainment channels than in any other virtual multichannel video programming
distributor’s (vMVPD’s) offering. Our internally built tech stack keeps us innovating ahead of our competitors. Over
the past year, we launched several product features to better personalize the fuboTV experience on all devices, which now include
smart TVs and, coming soon, gaming consoles. Our cloud DVR is our most popular add-on product because subscribers can record hundreds
of hours of their favorite content and keep it in perpetuity. We remain the only virtual MVPD streaming in 4K, which we launched
in 2018 with the World Cup. Also in 2019, we added 4K video on demand (VOD) to complement fuboTV’s live 4K offering. We
believe consumers will continue to choose streaming over traditional pay television because of this more personalized, premium
viewing experience that is also less expensive. We’re confident fuboTV will be the live streaming platform of choice because
of our strong content offering including sports leadership as well as innovative product features.
Key
Financial and Operating Highlights
As
previously mentioned, we are hereby disclosing historical stand-alone financial results of fuboTV (pre-merger). In 2019 and into
the first quarter of 2020, fuboTV achieved strong YoY topline growth and further strengthened platform monetization. Our operating
metrics should be considered on a year-over-year basis given the seasonality of sports content, which historically contributes
to higher subscriber growth in the fourth quarter.
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2019
revenue increased 96% YoY to $146.5 million, driven by growth in fuboTV’s paid subscriber base, ad sales and user engagement.
In Q1 2020, total revenue is expected to increase by more than +75% YoY.
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fuboTV’s
revenue is based on monthly subscriptions and advertising sales. Within our primary revenue streams:
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In
2019, subscription revenue increased 90% YoY to $133.3 million. In Q1 2020, subscription revenue is expected to increase by
more than 70% YoY.
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The
advertising component to our revenues is rapidly growing and reached $12.4 million (8% of our total revenues) in 2019, up
+201% YoY. In Q1 2020, advertising revenue is expected to increase by more than 120% YoY. Sports programming lends itself
to advertising, and we also insert ads into other content. Although COVID-19 is significantly impacting advertising spend,
we believe that advertisers will continue to shift budget allocations towards streaming and away from legacy TV as streaming
provides higher ROI, better targeting and a more desirable, younger demographic than legacy TV.
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fuboTV
users (paid and trial/free) streamed 298.7 million hours in 2019, a 210% increase YoY. In December 2019, fuboTV’s monthly
active users (MAUs) watched 129 hours across the platform on average, and those who streamed primarily on connected TVs watched
an average of 144 hours.
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We
have grown our subscriber base significantly over the past several years and ended 2019 with 315,789 paid subscribers, up
37% YoY.
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Average
Revenue Per User (ARPU) increased 42% YoY to $53.80 in 2019.
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fuboTV
has both Free Trial Users (those who have created an account and are within the 7-day free trial period) and Paid Subscribers
(those who have a paid subscription). Monthly active users (“MAUs”) refers to the total count of Paid Subscribers
that have consumed content for greater than 10 seconds in the last 30 days from the period-end indicated.
Average
Revenue Per User (“ARPU”) is a monthly measure defined as revenue recognized in the period indicated (such as a quarter
or a year) divided by average daily Paid Subscribers in such period, which is then divided by the number of months in the period
(three if a quarter, 12 if a year).
fuboTV’s
expansion to a cable TV replacement product means we are not just reliant on live sports – news and entertainment typically
drives a significant portion of total viewership. While our business has been impacted by the reduced availability of live sporting
events due to current shelter-in-place and related restrictions, we have continued to see growing engagement of our subscribers
with news and entertainment content as consumers seek to stay informed and entertained. That said, there is still plenty of sports
content to watch even as live sports have temporarily paused. Our owned-and-operated fubo Sports Network (an ad-supported linear
network distributed as part of the fuboTV subscription package and via free platforms such as The Roku Channel, Samsung TV Plus,
XUMO and more) recently expanded its programming lineup to capture inspiring sports stories.
Like
everyone, we look forward to the return of live sports both in the U.S. and internationally. We are already seeing the return
of sports without spectators in some countries, and professional sports leagues as well as collegiate programs in the U.S. are
beginning to outline their plans publicly. We believe that this trend will continue which will tap into pent-up demand for consumers
to view their favorite teams and leagues through streaming platforms. As we saw with last week’s enormous viewership for
the NFL draft and the NBA’s announcement to resume practices, consumers are hungry for sports content.
We’ve
been very busy. Below are a few recent highlights ...
Recent
Business Highlights
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Completed
the merger of fuboTV and FaceBank Group, Inc., a leading celebrity and sports-focused virtual entertainment company, in April
2020. The merger created a leading digital entertainment company, combining fuboTV’s
direct-to-consumer live TV streaming platform for cord-cutters with FaceBank’s technology-driven IP in sports, movies
and live performances.
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Appointed
Edgar Bronfman Jr. to the Board of Directors and named him Executive Chairman. One of the most recognized names in the global
media industry, he is the former Chairman and CEO of Warner Music.
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Grew
our programming lineup with content from Discovery, Viacom (not available with Hulu with Live TV or YouTube TV), Newsy, NHL
Network, Tennis Channel and AT&T Sportsnet SW (home of the Houston Astros and the
Houston Rockets; not available with any other vMVPD).
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Launched
fubo Sports Network, a free, live-to-consumer TV network for passionate sports fans. The network marked two “firsts”
for fuboTV - original talent-driven programming produced by the company for the linear network, and distribution of a fuboTV-owned
channel off of its platform. Original programming includes No Chill with Gilbert Arenas (launching today). fubo Sports
Network also carries live sports and original programming from partners including USA Today, FanDuel, The Players Tribune,
Stadium, VSiN and many more. fubo Sports Network is available as a free channel via LG Channels, Samsung TV Plus, The Roku
Channel, Vizio Channels and XUMO, and is included in fuboTV’s Standard subscription channel package.
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Partnered
with world-renowned retired professional boxing champion and promoter Floyd Mayweather to create and manage his digital likeness,
“Virtual Mayweather.” The joint venture was created to protect and leverage the brand name and likeness of Virtual
Mayweather for multiple multi-media opportunities in current and future form content scenarios, including virtual boxing matches.
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Expanded
distribution of fuboTV to Samsung Smart TVs, Hisense TVs (with VIDAA operating system), Apple’s TV app and through broadband
partners Google Fiber and WOW!.
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2020
Key Initiatives
2020
has already been an exciting year for fuboTV. We believe our merger with FaceBank offers an incredible opportunity to create a
global digital entertainment company that continues to offer a premium live TV streaming platform and also expands into original
content production. Looking ahead, we remain focused on three key areas: enhancing our content portfolio (including 4K and fuboTV-produced
original programming), further innovating and personalizing our product offering and expanding the business internationally (fuboTV
was the first virtual MVPD to launch outside of North America with our entrance into Spain in 2018).
We
are focused on capital raising efforts and look forward to executing our plans to uplist to a major stock exchange in the coming
months. We intend to be accessible and active with regard to investor interactions and will be attending (virtually, for now)
a number of investor conferences in the coming months.
Summary
We
are extremely excited to begin sharing the combined fuboTV and FaceBank Group story with the investment community. We believe
that we are at the very early stages of our growth and that we are at an inflection point in the TV industry where streaming has
begun to surpass linear in several key areas, including content variety, flexible access and cost savings to consumers. While
the future is unknown as the world grapples with the ongoing impact of the pandemic, we are optimistic and believe that both as
a business and a society we will emerge stronger than ever before.
Sincerely,
David
Gandler, co-founder and CEO
More
Information
Additional
information is available at www.sec.gov under FaceBank Group, Inc.’s filings, as well as https://ir.fubo.tv and https://ir.facebankgroup.com/.
About
fuboTV and FaceBank Group
fuboTV
and FaceBank Group (OTCQB: FUBO) announced on April 2, 2020 that they had merged to create a leading digital entertainment company,
combining fuboTV’s direct-to-consumer live TV streaming platform for cord-cutters with FaceBank’s technology-driven
IP in sports, movies and live performances.
Named
to Forbes’ Next Billion Dollar Startup list in 2019, fuboTV is the live TV streaming platform with more top Nielsen-ranked
sports, news and entertainment channels for cord-cutters than any other live platform.
Continually
innovating to give subscribers a premium viewing experience they can’t find with cable TV, fuboTV is regularly first-to-market
with new product features and is the only virtual MVPD to stream in 4K. Other industry “firsts” for the company include
entering Europe with the launch of fuboTV España in 2018. fubo Sports Network, the live, free-to-consumer TV network
featuring compelling sports stories on and off the field, launched in 2019.
COVID-19
Impact
We
continue to assess the impact the COVID-19 pandemic will have on our business and results of operations, including on our first
and second quarters and full-year 2020 results, but we anticipate that the impact will be significant. Although we continue to
offer our services, without live sports, there is no assurance we will continue to maintain our subscriber base or continue to
receive advertising dollars. The ultimate impact of COVID-19 on our business and results of operations is unknown at this time
and is largely dependent upon future developments that are out of our control, including but not limited to the duration and spread
of COVID-19, the impact on local and global economies, changes in subscriber demand for our services or advertising spend on our
platform, the duration of current mitigation strategies and/or the implementation of additional mitigation strategies by public
authorities at the local, state, provincial and federal levels in the U.S. and Canada, as well as restrictions on the activities
of leagues and communities around the world.
Liquidity
and Going Concern
We
are focused on capital raising efforts at present to ensure the combined company is in a stable cash position in 2020 and beyond..
As previously disclosed, in connection with the Merger, we entered into various debt facilities to provide us with access to liquidity
to continue to run our newly combined business.
The
audit report prepared by our auditors with respect to the historical audited financial statements for the year ended December
31, 2019 for each of fuboTV and FaceBank Group that will be included in their respective audited financial statements to be filed
will include an explanatory paragraph expressing uncertainty as to our ability to continue as a “going concern.” Our
ability to continue as a “going concern” is dependent on many factors, including, among other things, our ability
to raise additional capital on terms that are favorable to us or at all to continue to run our business, our ability to comply
with the covenants in our existing debt facilities, our ability to cure any defaults that occur under our debt agreements or to
obtain waivers or forbearances with respect to any such defaults, and our ability to pay, retire, amend, replace or refinance
our indebtedness as defaults occur or as interest and principal payments come due. We encourage you to read our full set of financial
statements and related disclosures and risk factors when they are available.
Forward-Looking
Statements
This
letter contains forward-looking statements of FaceBank Group, Inc. (“FaceBank”) that involve substantial risks
and uncertainties. All statements contained in this press release are forward-looking statements within the meaning of The Private
Securities Litigation Reform Act of 1995. The words “could,” “will,” “plan,” “intend,”
“anticipate,” “approximate,” “expect,” “potential,” or the negative of these terms
or other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements
contain these identifying words. These forward-looking statements include, among others, statements about FaceBank’s future
financial performance, the impact of management changes, any organizational restructuring, the sufficiency of capital resources
to fund its ongoing operating requirements; statements about the potential benefits of the merger with fuboTV Inc.; statements
about the uplisting of the combined company to a national exchange; and any other statements other than statements of historical
fact. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking
statements that FaceBank makes due to a number of important factors, including (i) risks related to the ability to realize the
anticipated benefits of the transaction, including the risk that the businesses will not be integrated successfully, (ii) the
effect of the transaction on FaceBank’s business relationships, operating results and business generally, (iii) risks that
the transaction disrupts current plans and operations, (iv) risks related to the combined entity’s ability to uplist to
a national securities exchange, (v) risks related to the combined entity’s access to existing capital and fundraising prospects
to fund its ongoing operations and its ability to continue as a “going concern”, (vi) risks related to diverting management’s
attention from FaceBank’s ongoing business operations, (vii) other business effects, including the effects of industry,
market, economic, political or regulatory conditions, future exchange and interest rates, and changes in tax and other laws, regulations,
rates and policies, including the impact of COVID-19 on the broader market, and (viii) the outcome of any legal proceedings that
may be instituted against FaceBank related to the merger agreement or the transaction. Further risks that could cause actual results
to differ materially from those matters expressed in or implied by such forward-looking statements will be discussed in FaceBank’s
Form 10-K for the year ended December 31, 2019 which will be filed later this month and we encourage you to read such risks in
detail. The forward-looking statements in this press release represent FaceBank’s views as of the date of this press release.
FaceBank anticipates that subsequent events and developments will cause its views to change. However, while it may elect to update
these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. You should, therefore,
not rely on these forward-looking statements as representing FaceBank’s views as of any date subsequent to the date of this
press release.
Contacts
Investor
Contact:
Brinlea
Johnson, The Blueshirt Group
brinlea@blueshirtgroup.com
415-269-2645
Media
Contact:
Jennifer
L. Press, fuboTV
jpress@fubo.tv
212-672-0081