/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR DISSEMINATION IN THE UNITED
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TORONTO, March 19, 2021 /CNW/ - Boat Rocker Media Inc.
("Boat Rocker" or the "Company"), an independent, integrated global
entertainment company, announced today that it has obtained a
receipt for its final prospectus filed with the securities
regulatory authorities in each of the provinces and territories of
Canada and has entered into an
underwriting agreement for its previously announced initial public
offering of subordinate voting shares (the "Offering").
Pursuant to the Offering, Boat Rocker will issue an aggregate of
18,900,000 subordinate voting shares at a price of C$9.00 per share (the "Offering Price"), for
total gross proceeds of C$170,100,000.
Boat Rocker's majority shareholder, Fairfax Financial Holdings
Limited, indirectly through certain of its subsidiaries, subscribed
for approximately C$30 million of the
Offering at the Offering Price and, following closing of the
Offering and assuming no exercise of the over-allotment option,
will own approximately 45% of the total equity shares of the
Company, including subordinate voting shares and multiple voting
shares.
The underwriters have been granted an over-allotment option to
purchase up to an additional 2,835,000 subordinate voting shares at
a price of C$9.00 per share for
additional gross proceeds of C$25,515,000 if the over-allotment option is
exercised in full. The over-allotment option can be exercised for a
period of 30 days after the closing date.
The Offering was underwritten by a syndicate of underwriters led
by RBC Capital Markets and TD Securities Inc. as joint bookrunners,
J.P. Morgan Securities Canada Inc., as co-lead manager, and
including BMO Capital Markets, Scotiabank, Cormark Securities Inc.,
and Canaccord Genuity Corp.
Stikeman Elliott LLP acted as legal counsel to Boat Rocker and
Goodmans LLP acted as legal counsel to the underwriters. Whiteshell
Advisory Inc. acted as an advisor to the Company.
The Toronto Stock Exchange ("TSX") has conditionally approved
the listing of the subordinate voting shares, subject to fulfilling
customary TSX requirements. The closing of the Offering is expected
to occur on or about March 24, 2021,
subject to customary closing conditions, at which point the
subordinate voting shares will commence trading on the TSX under
the symbol "BRMI".
A copy of the final prospectus for the Offering is available on
SEDAR at www.sedar.com.
No securities regulatory authority has either approved or
disapproved the contents of this news release. This news release
does not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale or any acceptance of an
offer to buy the subordinate voting shares in any jurisdiction in
which such offer, solicitation or sale would be unlawful.
The securities under the Offering have not been, and will not
be, registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act"), or the securities laws of
any state of the United States and
may not be offered, sold or delivered, directly or indirectly, in
the United States, except to
Qualified Institutional Buyers (as defined in Rule 144A of the U.S.
Securities Act) pursuant to an exemption from the registration
requirements of the U.S. Securities Act and applicable state
securities laws.
About Boat Rocker
Boat Rocker is an independent, integrated global entertainment
company that harnesses the power of creativity and commerce to tell
stories and build iconic brands for audiences around the world.
Boat Rocker Studios (the "Studio"), the Company's creative engine,
creates, produces and distributes award-winning content and
franchises across all major genres via its Scripted, Unscripted,
and Kids & Family divisions. The Studio distributes and
licenses thousands of hours of its own and third-party content
worldwide. Boat Rocker owns or invests in companies in the
entertainment industry that bolster the company's strategic and
operational goals, including Insight Productions (Unscripted), Jam
Filled Entertainment (2D and 3D Animation), Industrial Brothers
(Kids & Family Animation) and Untitled Entertainment, a leading
global talent management company that represents leading on-screen
talent and celebrities. A selection of Boat Rocker's projects
include: Orphan Black (BBC AMERICA, CTV Sci-Fi Channel),
Dear…(Apple TV+), Lip Sync Battle (Paramount
Network), The Amazing Race Canada (CTV), MasterChef
Canada (CTV), The Next Step (Family Channel, CBC),
The Loud House (Nickelodeon), Remy & Boo
(Universal Kids, CBC), and Dino
Ranch (CBC, Disney Junior). For more information, please
visit www.boatrocker.com.
Forward-Looking Statements
This news release may contain forward-looking information
within the meaning of applicable securities laws, which reflects
the Company's current expectations regarding future events.
Forward-looking information is based on a number of assumptions and
is subject to a number of risks and uncertainties, many of which
are beyond the Company's control. Such risks and uncertainties
include, but are not limited to, failure to complete the Offering
and the factors discussed under "Risk Factors" in the Final
Prospectus. Actual results could differ materially from those
projected herein. Boat Rocker does not undertake any obligation to
update such forward-looking information, whether as a result of new
information, future events or otherwise, except as expressly
required under applicable securities laws.
SOURCE Boat Rocker Media Inc.
