WildBrain Completes Initial Closing of US$12.2 Million Financing for Growth Initiatives

By AIT News Desk On Jun 26, 2020

Funds earmarked for acquisitions and investments to drive WildBrain’s content and brand strategy, with special focus on its AVOD business, WildBrain Spark

WildBrain Ltd., a global leader in kids and family entertainment, has completed an initial closing of the previously announced financing with its largest shareholder, Fine Capital Partners L.P., on behalf of certain funds managed by Fine Capital. The proceeds of the financing will be denominated in US dollars – as a result, Fine Capital has agreed to purchase up to US$18,497,500¹ (the US dollar equivalent of CAD$25 million) of exchangeable secured debentures issued by a newly formed subsidiary of the Company.

At the initial closing of the financing, Fine Capital subscribed for an aggregate principal amount of US$12,208,350¹ of Exchangeable Debentures with the balance of the commitment available to be called by Subco at any time, subject to certain conditions, up until March 24, 2023. The Exchangeable Debentures issued at the initial closing will be exchangeable for Variable Voting Shares of the Company (the “Variable Voting Shares“) at a price of US$1.072855¹ per Variable Voting Share (the US dollar equivalent of CAD$1.45).

Concurrently, the Company has issued to Fine Capital warrants (the “Warrants“) to purchase 5,000,000 Variable Voting Shares at a price of CAD$1.45 per Variable Voting Share, which expire five years from today’s date. Net proceeds from the Exchangeable Debentures will be used by Subco to fund acquisitions and other investments to drive WildBrain’s content and brand strategy across the Company, with a special focus on its ad-supported video-on-demand business (“AVOD”). The financing structure does not increase the Company’s leverage ratio for covenant purposes under its senior credit facility².

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“One of the most exciting growth opportunities in the media industry is the rise of AVOD,” said Eric Ellenbogen, CEO of WildBrain. “This capital will allow us to finance accretive investments across areas such as content, IP, and technology, especially in our AVOD business, WildBrain Spark. With four billion monthly views across over 800 channels, WildBrain Spark attracts one of the largest and most engaged global audiences in the kids and family space. We see it as a key driver of IP for our business.”

“We are pleased to increase our investment in WildBrain during this exciting period for the children’s media industry,” said Jonathan Whitcher, CEO and Chief Investment Officer of Fine Capital, and a non-executive and independent director of WildBrain. “With its vast content library, powerful WildBrain Spark asset and its integrated strategy of production, distribution and licensing, WildBrain is ideally positioned to exploit the remarkable opportunity set that exists today for acquisitions, partnerships and investment across the children’s media landscape.”

As a condition to the closing of the financing, Mr. Whitcher was appointed to the Corporate Finance Committee of WildBrain’s board of directors, effective as of today’s date.

Fine Capital currently owns, or has control or direction of 57,472,888 Variable Voting Shares, which represent approximately 33.60% of the outstanding Variable Voting Shares and common voting shares of WildBrain (the “Common Voting Shares” and together with the Variable Voting Shares, the “Voting Shares“) and approximately 14.26% of the voting power attached to the outstanding Voting Shares. Assuming (i) the Company opts to draw down on the full US$18,497,500 aggregate amount of Exchangeable Debentures, (ii) an exchange price of US$1.072855 and (iii) the receipt of shareholder approval to remove limitations on the number of Variable Voting Shares that may be issued pursuant to the terms of the financing, as is further described in the transaction documents, the maximum number of Variable Voting Shares issuable upon the exchange, redemption or maturity of the Exchangeable Debentures and exercise of the Warrants is 22,241,379 (the “Maximum Share Issuance“). Assuming the Maximum Share Issuance, Fine Capital will hold, or have control or direction over 79,714,267 Variable Voting Shares, which would represent approximately 41.24% of the issued and outstanding Voting Shares following the issuance of such Variable Voting Shares and approximately 16.97% of the voting power attached to the outstanding Voting Shares.