Aristotle exchange companies sue Underdog and CEO over acquisition dispute deal

Two companies tied to Aristotle’s exchange business are suing Underdog Sports Holdings, CEO Jeremy Levine and several other defendants, months after Underdog unveiled plans to buy Aristotle’s federally regulated exchange operations.

Aristotle Exchange Holding Company 1, Inc. and Aristotle International, Inc. brought the case August 12 in Delaware Court of Chancery, according to case details Levine shared. Along with Underdog and Levine, the defendants include IG Group Holdings PLC, Brandon Stakenborg and several entities connected to Aristotle and Agon.

Levine addressed the case publicly on August 13, disputing its allegations and pointing to language in the complaint that includes “fraud,” “scheme” and “conspiracy.”

“First time being sued. With a bunch of claims like ‘fraud’, ‘scheme’, ‘conspiracy’, etc.,” Levine wrote.

According to Levine, the disagreement centers on the value Aristotle expects to receive from the transaction. He said Aristotle’s side sought additional compensation after learning about the IG deal and believed it could use its position to hold up the Aristotle transaction.

“They said give us some more or we won’t sign,” Levine wrote.

Underdog says Aristotle acquisition will proceed despite lawsuit

The legal fight comes after Underdog said in March that it was buying Aristotle Exchange DCM, Inc. and Aristotle Exchange DCO, Inc. Both companies are registered with the U.S. Commodity Futures Trading Commission. 

Together, the businesses provide the regulatory framework Underdog needs to run a prediction market itself. Aristotle Exchange DCM operates as a Designated Contract Market that can list and facilitate derivatives trading. Aristotle Exchange DCO, meanwhile, is a Derivatives Clearing Organization that handles clearing and settlement.

In July, UK-based online trading firm IG Group agreed to acquire Underdog in a deal worth up to approximately $1.3 billion.

A source familiar with Underdog’s perspective said Aristotle received Underdog equity as part of the exchange and clearinghouse deal and is now seeking a higher return following the IG acquisition.

For Underdog, the Aristotle purchase represented another step into prediction markets. Founded in 2020, the company has centered its business on fantasy sports, media and other sports gaming offerings. It had already added sports prediction markets to its mobile app, although customers were routed through outside exchanges for those products.

Control of the Aristotle businesses would instead give Underdog the ability to list contracts and clear transactions through entities it owns.

“We look forward to working with the CFTC to offer an exchange that brings even more options to enjoy sports to our customers,” Levine said when the acquisition was announced.

“We’re in the early innings of what prediction markets can be, especially for sports fans,” Levine said. “We’ll use this opportunity to bring the same relentless focus on innovation and experience that we’ve always brought to our customers. The reality is, prediction markets are primarily about sports and no company knows how to engage with sports fans and create products for sports fans better than Underdog.”

Underdog did not reveal the financial terms of its agreement to acquire the Aristotle businesses. However, Levine added: “Apparently the Aristotle folks are unhappy with the money they’re making from the sale of their licenses, even though they will end up making more than anyone else in our sale to IG.”

Levine said the lawsuit has not changed his expectation that the transaction will move ahead. He alleged that the plaintiffs are seeking extra legal fees and trying to disrupt the transaction after their effort to obtain additional money in negotiations failed.

“The deal will proceed and I have no doubt they will lose in court if they decide to take it that far,” Levine wrote.

Featured image: Underdog

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