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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )*
SPORTRADAR GROUP AG
|
| (Name of Issuer) |
| Class A Ordinary Shares, nominal value CHF 0.10 per share |
| (Title of Class of Securities) |
| H8088L103 |
| (CUSIP Number) |
| December 31, 2021 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP # H8088L103
| 1 | NAMES OF REPORTING PERSONS
Technology Crossover Management IX, Ltd. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
185,184 | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
34,079,496 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,079,496 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.6% |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
2
CUSIP # H8088L103
| 1 | NAMES OF REPORTING PERSONS
Technology Crossover Management IX, L.P. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
176,744 | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
34,071,056 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,071,056 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.6% |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
3
CUSIP # H8088L103
| 1 | NAMES OF REPORTING PERSONS
TCV Luxco Sports S.à.r.l. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
33,894,312 | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
33,894,312 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,894,312 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.5% |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
4
CUSIP # H8088L103
| 1 | NAMES OF REPORTING PERSONS
TCV IX, L.P. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
108,727 | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
34,003,039 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,003,039 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.6% |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
5
CUSIP # H8088L103
| 1 | NAMES OF REPORTING PERSONS
TCV IX (A), L.P. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
30,679 | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
30,679 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,679 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
less than 0.1% |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
6
CUSIP # H8088L103
| 1 | NAMES OF REPORTING PERSONS
TCV IX (B), L.P. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
5,807 | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
5,807 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,807 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
less than 0.1% |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
7
CUSIP # H8088L103
| 1 | NAMES OF REPORTING PERSONS
TCV Member Fund, L.P. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
8,440 | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
8,440 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,440 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
less than 0.1% |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
8
CUSIP # H8088L103
| 1 | NAMES OF REPORTING PERSONS
TCV Sports, L.P. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
31,531 | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
31,531 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,531 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
less than 0.1% |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
9
| Item 1(a). | Name of Issuer | |
| Sportradar Group AG (the “Issuer”) | ||
| Item 1(b). | Address of Issuer’s Principal Executive Offices | |
| Feldlistrasse 2 | ||
| CH-9000 St. Gallen | ||
| Switzerland | ||
| Item 2(a). | Name of Persons Filing |
This statement is being filed by (1) Technology Crossover Management IX, Ltd., a Cayman Islands exempted company, (2) Technology Crossover Management IX, L.P., a Cayman Islands exempted limited partnership, (3) TCV Luxco Sports S.à.r.l, a Luxembourg company, (4) TCV IX, L.P., a Cayman Islands exempted limited partnership, (5) TCV IX (A), L.P., a Cayman Islands exempted limited partnership, (6) TCV IX (B), L.P., a Cayman Islands exempted limited partnership, (7) TCV Member Fund, L.P., a Cayman Islands exempted limited partnership and (8) TCV Sports, L.P., a Cayman Islands exempted limited partnership. The foregoing entities are collectively referred to herein as the “Reporting Persons.”
| Item 2(b). | Address of Principal Business Office | |
| The mailing address for each of the Reporting Persons is: | ||
| c/o TCV | ||
| 250 Middlefield Road | ||
| Menlo Park, California 94025 | ||
| Item 2(c). | Citizenship | |
| See response to Item 4 of each of the cover pages and Item 2(a) above. | ||
| Item 2(d) and 2(e). | Title of Class of Securities and CUSIP Number | |
| Class A Ordinary Shares (“Class A Ordinary Shares”), nominal value CHF 0.10 per share | ||
| CUSIP Number: H8088L103 | ||
| Item 3. | Not applicable. | |
| Item 4. | Ownership |
The responses of the Reporting Persons to Rows (5) through (9) and (11) of the cover pages of this Schedule 13G are incorporated herein by reference.
Blackbird Holdco Ltd. (“Blackbird”) holds 131,501,490 Class A Ordinary Shares. TCV IX, L.P. holds 108,727 Class A Ordinary Shares, TCV IX (A), L.P. holds 30,679 Class A Ordinary Shares, TCV IX (B), L.P. holds 5,807 Class A Ordinary Shares, TCV Sports, L.P. holds 31,531 Class A Ordinary Shares and TCV Member Fund, L.P. holds 8,440 Class A Ordinary Shares.
Blackbird is owned by CPP Investment Board Europe S.à r.l., TCV Luxco Sports S.à.r.l. (“TCV Europe”), Blackbird BV InvestCo S.à r.l. and 10868680 Canada Inc., and by virtue of its ownership in Blackbird, TCV Europe may be deemed to share beneficial ownership over 33,894,312 Class A Ordinary Shares held by Blackbird. TCV Europe is owned by TCV IX, L.P., TCV IX (A), L.P., TCV IX (B), L.P., and TCV Sports, L.P. (collectively, the “TCV IX Funds”) and TCV Member Fund, L.P. (the “Member Fund”, and collectively with the TCV IX Funds, the “TCV Funds”). TCV IX, L.P. is the majority shareholder of TCV Europe. Technology Crossover Management IX, L.P. (“TCV Management”) is the general partner of each of the TCV IX Funds. Technology Crossover Management IX, Ltd. (“TCM”) is a general partner of Member Fund and the general partner of TCV Management.
10
Calculation of the percentage of Class A Ordinary Shares beneficially owned is based on 205,454,977 Class A Ordinary Shares outstanding as of September 13, 2021, as reported in the prospectus, dated September 13, 2021, as filed by the Issuer with the Securities and Exchange Commission on September 15, 2021.
Except as set forth in this Item 4, each of the Reporting Persons disclaims beneficial ownership of any Class A Ordinary Shares owned beneficially or of record by any other Reporting Person.
| Item 5. | Ownership of Five Percent or Less of a Class | |
| Not applicable. | ||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person | |
| Not applicable. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person | |
| Not applicable. | ||
| Item 8. | Identification and Classification of Members of the Group | |
| See Item 4 above. | ||
| Item 9. | Notice of Dissolution of Group | |
| Not applicable. | ||
| Item 10. | Certifications | |
| Not applicable. |
11
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
| Date: February 14, 2022 | TECHNOLOGY CROSSOVER MANAGEMENT IX, LTD. | |
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Its: | Authorized Signatory | |
| TECHNOLOGY CROSSOVER MANAGEMENT IX, L.P. | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Its: | Authorized Signatory | |
| TCV LUXCO SPORTS S.À.R.L. | ||
| By: | /s/ John Doran | |
| Name: | John Doran | |
| Its: | Class A Manager | |
| RCS Management (Luxembourg) S.à.r.l., as Class B Manager | ||
| By: | /s/ Ed Breedveld | |
| Name: | Ed Breedveld | |
| Its: | Manager | |
| TCV IX, L.P. | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Its: | Authorized Signatory | |
| TCV IX (A), L.P. | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Its: | Authorized Signatory | |
| TCV IX (B), L.P. | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Its: | Authorized Signatory | |
| TCV MEMBER FUND, L.P. | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Its: | Authorized Signatory | |
| TCV SPORTS, L.P. | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Its: | Authorized Signatory | |
EXHIBIT
EXHIBIT 99.1
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A Ordinary Shares, of Sportradar Group AG, a corporation organized under the laws of Switzerland, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the 14th day of February, 2022.
| TECHNOLOGY CROSSOVER MANAGEMENT IX, LTD. | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Its: | Authorized Signatory | |
| TECHNOLOGY CROSSOVER MANAGEMENT IX, L.P. | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Its: | Authorized Signatory | |
| TCV LUXCO SPORTS S.À.R.L. | ||
| By: | /s/ John Doran | |
| Name: | John Doran | |
| Its: | Class A Manager | |
| RCS Management (Luxembourg) S.à.r.l., as Class B Manager | ||
| By: | /s/ Ed Breedveld | |
| Name: | Ed Breedveld | |
| Its: | Manager | |
| TCV IX, L.P. | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Its: | Authorized Signatory | |
| TCV IX (A), L.P. | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Its: | Authorized Signatory | |
| TCV IX (B), L.P. | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Its: | Authorized Signatory | |
| TCV MEMBER FUND, L.P. | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Its: | Authorized Signatory | |
| TCV SPORTS, L.P. | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Its: | Authorized Signatory | |