Ardent Leisure : Sale of Ardents US business Main Event Entertainment

Ardent Leisure Group Limited (ACN 628 881 603)

CONTACT DETAILS	REGISTRY
Suite 601, Level 6, 83 Mount Street	Link Market Services Limited
North Sydney NSW 2060	Level 12, 680 George Street
PO Box 1927	Sydney NSW 2000
North Sydney, NSW 2059	Locked Bag A14
Telephone [phone]	Sydney South NSW 1235
Fax [phone]	Telephone [phone]
www.ardentleisure.com	[e-mail]
ASX RELEASE
6 April 2022

ARDENT LEISURE GROUP ANNOUNCES SALE OF MAIN EVENT TO DAVE & BUSTER'S FOR US$835m

•  Ardent Leisure and RedBird have entered into a binding agreement with Dave & Buster's for the sale of Main Event for cash consideration of US$835m (A$1,097m1) on a cash‐free debt‐free basis

•  If the Transaction completes, Ardent Leisure will receive approximately US$487m2 in cash proceeds (A$640m1), subject to Purchase Price Adjustments

•  Ardent Leisure will use the proceeds to repay its outstanding debt facility to the Queensland Treasury Corporation and the deferred settlement payable to the ATO, pay Transaction costs, fund the continued growth and investment in the Theme Parks business, and expects to return approximately A$430m1,3 (A$0.90/ share3,4) to Ardent Leisure shareholders following completion of the Transaction

•  Ardent Leisure shareholders to vote on the Transaction at an EGM later this year, subject to customary closing conditions including receipt of US antitrust approval

•  A Notice of Meeting, including an independent expert's report and further information about the Transaction is expected to be made available to shareholders in due course

•  The Ardent Leisure Board will unanimously recommend that Ardent Leisure shareholders vote in favour of the Transaction at the EGM, in the absence of a Superior Proposal and an independent expert concluding (and continuing to conclude) that the Transaction is fair and reasonable and in the best interests of Ardent Leisure shareholders

•  Following completion, Ardent Leisure will be solely focused on its Australian Theme Parks business

Ardent Leisure Group Limited ("Ardent Leisure") (ASX:ALG) and RedBird Capital Partners ("RedBird") have today entered into a binding agreement and plan of merger ("Merger Agreement") with Dave &

Buster's Entertainment, Inc. (NASDAQ: PLAY) ("Dave & Buster's") for the sale of 100% of Main Event Entertainment, Inc. ("Main Event") for total cash consideration of US$835m (A$1,097m1) on a cash‐free debt‐ free basis (the "Transaction"). The Transaction consideration is subject to adjustments including net working capital and net debt adjustment mechanisms, as set out in the Merger Agreement ("Purchase Price Adjustments").

• 1 Assumes AUDUSD exchange rate of 0.761.

• 2 Assuming transaction closes 30 June 2022. Actual proceeds will depend on the balance sheet on Transaction close date and Purchase Price Adjustments.

3 Quantum of proceeds available to return to Ardent shareholders will be determined by the Board following completion of the Transaction and will, in part, depend on the final quantum of proceeds received by Ardent following the Purchase Price Adjustments.

4 Based on the current outstanding share capital at the date of this announcement, being 479,706,016 ordinary shares and subject to change if any further shares are issued before completion of the Transaction.

the Transaction completes, Ardent Leisure will receive approximately US$487m in cash (A$640m1) for its 72.6% 5 stake after repayment of debt in Main Event, payments to Main Event management under the existing Main Event Long Term Incentive Plan and in respect of shares owned by management, transaction costs and other transaction adjustments, but before the Purchase Price Adjustments6. This reflects Ardent Leisure's share of the net proceeds of the Transaction having regard to its equity interest in Main Event and an agreement with RedBird in relation to the sharing of proceeds in respect of the portion of Ardent Leisure's holdings in Main Event over which RedBird has an unexercised call option.

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The Transaction follows a strategic review undertaken by Ardent Leisure and RedBird in relation to the future ownership of Main Event. The strategic review resulted in multiple offers being received and the Ardent Leisure Board considers the Transaction to be in the best interests of Ardent Leisure shareholders.

Key Conditions and Exclusivity

The Transaction is subject to customary conditions precedent, including:

•  Approval by Ardent Leisure shareholders at an Extraordinary General Meeting ("EGM") which will be convened to consider, and if thought fit, approve the Transaction

•  US antitrust approval under the HSR Act

•  No material adverse effect in respect of Main Event or Dave & Buster's

Ardent Leisure has agreed to certain "no shop", "no talk" and "no due diligence" obligations subject to customary fiduciary carve‐outs. The exclusivity provisions are set out in Section 8.1 of the Merger Agreement.

A full copy of the Merger Agreement, including all applicable conditions, is attached to this announcement.

Further detail about the Transaction will be provided in the EGM Notice of Meeting and accompanying Explanatory Memorandum (together, the "Notice of Meeting").

Use of Proceeds

Following the completion of the Transaction, Ardent Leisure currently intends to distribute approximately A$430m1 to Ardent Leisure shareholders (approximately A$0.90/share)3,4 however this is subject to change, including in respect of fluctuations in the AUDUSD exchange rate and subject to the Purchase Price Adjustments.

Further detail regarding the quantum and form of the distribution, including in relation to any ATO tax ruling and/or shareholder approvals, will be provided in the Notice of Meeting. The Board aims to distribute funds to shareholders expeditiously after completion of the Transaction.

Ardent Leisure expects to retain approximately A$150m of cash from the Transaction proceeds after paying all transaction costs, repaying Ardent Leisure's debt (including the loan from the Queensland Treasury Corporation and the deferred settlement payable to the ATO), and the proposed distribution to Ardent Leisure shareholders. Ardent Leisure will have no debt following the sale. The cash retained will be used to support the ongoing growth and development of the Theme Parks business.

5 Ardent Leisure's current equity interest in Main Event after taking into account RedBird's semi‐annual distributions on preferred equity that were taken in the form of equity interests in Main Event.

6 Subject to Purchase Price Adjustments on closing, Ardent Leisure, RedBird and Main Event management are expected to receive approximately US$487m, US$187m and US$60m respectively. Details of the Main Event Long Term Incentive Plan are included in the Remuneration Report within the Ardent Leisure Annual Report for FY21.

Unanimous Board Recommendation

The Ardent Leisure Board will unanimously recommend that Ardent Leisure shareholders vote in favour of the Transaction at the EGM, subject to no Superior Proposal emerging for Main Event or Ardent Leisure and an independent expert concluding (and continuing to conclude) that the Transaction is fair and reasonable and in the best interests of Ardent Leisure shareholders.

In forming its decision to enter into the Transaction, the Board had regard to a number of factors, including:

•  The outcome of the strategic review and proposals received as part of that process

•  The valuation multiple of approximately 9x adjusted EBITDA7 of Main Event for the 12 months ending 31 December 2021

•  The strong performance of Main Event in the 12 months leading up to the Transaction, with Main Event achieving its highest ever trailing 12‐month EBITDA for the period ending 31 December 2021

•  The relative valuation that may have been achieved by Ardent Leisure if RedBird was to exercise its option to move to a 51% controlling stake in Main Event on or after 1 July 2022

•  If RedBird exercised its option, Ardent would cease to have a controlling stake in Main Event and RedBird would have also had the right to compel Ardent Leisure into a sale of Main Event that may be less attractive to Ardent Leisure shareholders than the Transaction (subject to receipt of any required shareholder approval)

•  Being all cash consideration, the Transaction offers significant and certain value to shareholders

Further detail on the resolutions and Board's unanimous recommendation, as well as on the proposed advantages and disadvantages of the Transaction, will be provided in the Notice of Meeting for the EGM.

Voting intention statement

The Ardent Leisure Chairman, Dr. Gary Weiss, has a relevant interest in approximately 4.83% of the outstanding issued share capital of Ardent Leisure and has informed Ardent Leisure that it is his intention for such shares (and any other shares in which he may have a relevant interest at the time of the EGM) to be voted in favour of any shareholder resolution in connection with the Transaction at the EGM. This voting intention statement is subject to the Merger Agreement not having been terminated and the Ardent Leisure Board continuing to unanimously recommend that Ardent Leisure shareholders vote in favour of the Transaction at the EGM and not unanimously changing that recommendation due to a Superior Proposal emerging for Main Event or Ardent Leisure or if an independent expert concludes that the Transaction is not fair and reasonable and in the best interests of Ardent Leisure shareholders.

Indicative timetable and next steps

Ardent Leisure shareholders do not need to take any action at this time.

The Notice of Meeting containing an Independent Expert's Report, further information relating to the Transaction including reasons for the Ardent Leisure Board's unanimous recommendation and details of the EGM, is expected to be made available to Ardent Leisure shareholders in due course.

Ardent Leisure shareholders will have the opportunity to vote on the Transaction at the EGM later this year, with specific timing subject to customary closing conditions, including receipt of the US antitrust approval. The parties have agreed to a sunset date for satisfaction of all conditions precedent of 6 January 2023, with a 90 day extension if all conditions other than US antitrust approval have been satisfied.

7 Multiple based on 1) EBITDA excluding Specific Items but including Summit; and 2) Enterprise Value plus expected payment for future tax benefits realised by Dave & Buster's.

Subject to satisfaction of the conditions precedent, the Transaction is expected to close by the third business day following the EGM.

The Board aims to distribute funds to shareholders expeditiously after the completion of the Transaction. Further information on the distribution will also be included in the Notice of Meeting.

Ardent Leisure following the Transaction

Following the sale of its stake in the Main Event business, Ardent Leisure will become solely focused on its Theme Parks business, have no debt and will have a strong cash position to support the ongoing recovery of the business, fund continued investment in new major rides/attractions, pursue opportunities for unlocking value in the parks' surplus land and accelerate growth in this business.

The Notice of Meeting will include a summary of the financial effect of the Transaction on Ardent Leisure, including a pro forma balance sheet following completion of the Transaction and further detail around the capital to be invested in Theme Parks.

Comments from Dr. Gary Weiss, Ardent Leisure Chairman

"The Transaction reflects the significant value creation that has been achieved by Ardent Leisure and the Main Event management team, particularly over the past four years following the overhaul of the Ardent Board in September 2017 and the appointment of Chris Morris as Chief Executive Officer of Main Event in March 2018.

During this period, Main Event has expanded its centre footprint by over 30% and more than doubled EBITDA.

Following the investment by RedBird Capital Partners in June 2020, Main Event was able to successfully navigate the challenging period of the COVID 19 pandemic and reestablish operations effectively, generating record revenues over the last twelve months.

Having regard to the valuation reflected by the Transaction and its terms and conditions, the Board believes that this Transaction with Dave & Buster's is in the best interests of Ardent Leisure shareholders.

Furthermore, if the Transaction completes, Ardent Leisure shareholders will receive a significant distribution of cash and retain continued ownership in a leading theme parks operator with a strong balance sheet and highly experienced management team that is poised to benefit from the significant investments made in the business and the reopening of Australia's economy and its international borders."

Advisors

Goldman Sachs and J.P. Morgan acted as financial advisers to Main Event.

Gilbert + Tobin acted as legal adviser to Ardent Leisure. Weil, Gotshal & Manges LLP acted as legal adviser to Main Event. Fried Frank acted as legal adviser to RedBird.

Deutsche Bank and Kirkland & Ellis LLP served as financial adviser and legal adviser, respectively, to Dave & Buster's.

Authorised by the Board of Ardent Leisure Group Limited

Chris Todd

Group General Counsel and Company Secretary Ph: [phone]

About Dave & Buster's Entertainment, Inc.

Founded in 1982 and headquartered in Coppell, Texas, Dave & Buster's Entertainment, Inc., is the owner and operator of 145 venues in North America that combine entertainment and dining and offer customers the opportunity to "Eat Drink Play and Watch," all in one location. Dave & Buster's offers a full menu of entrées and appetizers, a complete selection of alcoholic and non‐alcoholic beverages, and an extensive assortment of entertainment attractions centered around playing games and watching live sports and other televised events. Dave & Buster's currently has stores in 40 states, Puerto Rico, and Canada.

About Main Event Entertainment, Inc.

Founded in 1998, Dallas‐based Main Event operates 5150 centers in 17 states across the country. Main Event offers the most fun under one roof with state‐of‐the‐art bowling, laser tag, hundreds of arcade games and virtual reality, making it the perfect place for families to connect and make memories. Main Event is a premier sponsor of Special Olympics International, supporting via fundraising and serving as a venue for Special Olympics events nationwide. Main Event also is a proud partner of the Dallas Cowboys. For more information, visit mainevent.com.

About RedBird Capital Partners

RedBird Capital Partners is a private investment firm focused on building high‐growth companies alongside entrepreneurs in its four areas of domain expertise: sports, media, consumer and financial services. Founded by former Goldman Sachs Partner Gerry Cardinale in 2014, RedBird today manages over $6 billion of capital on behalf of a highly curated group of blue‐chip global institutional and family office investors. RedBird's network of entrepreneurs is central to its investment sourcing and company‐building strategy that helps founders achieve their business objectives and long‐term vision. Since inception, RedBird has invested in over 30 platform companies and 80 add on acquisitions with total enterprise value exceeding $30 billion. For more information, please go towww.redbirdcap.com.