We are advising Codere Online on its combination with a SPAC

Davis Polk is advising Codere Newco and Codere Online on Codere Online’s business combination with DD3 Acquisition Corp. II, a publicly traded SPAC. Codere Online is expected to have an estimated pro forma enterprise value of approximately $350 million, based on current assumptions. The cash component of the transaction is expected to be funded by DD3's $125 million cash in trust (minus any redemptions by DD3's existing public stockholders), as well as by a $67 million private placement commitment and a roll-over commitment of approximately $10 million of DD3 public shares. The transaction is expected to close in the fourth quarter of 2021, subject to customary closing conditions and certain regulatory approvals.

Codere Online launched in 2014 as part of the renowned casino operator the Codere Group. Codere Online offers online sports betting and online casino and currently operates in Spain, Italy, Mexico, Colombia and Panama and expects to start operating in the City of Buenos Aires (Argentina) in late 2021. The Codere Group is a multinational group and a leading player in the gaming industry, with several decades of experience and presence in several countries in Europe and Latin America. DD3 is DD3 Capital Partner’s second SPAC and was formed for the purpose of entering into a business combination with one or more businesses or entities.

The Davis Polk corporate M&A and capital markets team includes partner Michael J. Willisch and associates Francisco J. Cespedosa and Jose Lucena-Rebollo. Partner Frank J. Azzopardi and associate Brette L. Trost are providing intellectual property advice. The tax team includes counsel Alon Gurfinkel. Members of the Davis Polk team are based in the Madrid, New York and London offices.