BBTV Holdings Inc. has filed a preliminary prospectus in connection with a proposed initial public offering (IPO) of Subordinate Voting Shares in BBTV Holdings.
BBTV Holdings intends to raise $172.4 million through the issuance of Subordinate Voting Shares priced at $14.00 and $22.50 per Share, resulting the issuance of between 12,314,286 and 7,662,221 Subordinate Voting Shares.
BBTV Holdings has applied to list its Subordinate Voting Shares on the Toronto Stock Exchange (TSX) under the symbol “BBTV.”
Immediately following the closing of the IPO, BBTV intends to complete a series of transactions through which it will acquire, directly and indirectly, all of the issued and outstanding securities of BroadbandTV Corp. and carry on the business of BroadbandTV.
Founded in 2005, BroadbandTV Corp. and its subsidiaries is a media and technology company. The company’s business is the distribution, protection, and monetization of video content produced by the company and independent content creators.
Vancouver based BroadbandTV operates globally with offices in Mumbai and New York. The company’s operations in India pertain to kids and family entertainment content associated with our acquisition of YoBoHo New Media Inc. in 2015.
In June 2013, RTL Canada Ltd., a wholly-owned subsidiary of RTL Group SA (XETRA: RRTL), acquired a 57.5% controlling stake in BroadbandTV for €23 million. RTL Group is majority-owned by Bertelsmann Capital Holding.
BBTV Holdings intends to use approximately $158.8 million of the IPO proceeds to complete the acquisition of RTL Canada, including repayment of $46.6 million RTL loans.
Following the closing of the offering and acquisition, Shahrzad Rafati, the founder & CEO of BroadbandTV, will own 100% Multiple Voting Shares and 3.97% of Suboridinatate Voting shares with a total voting power of 83.39% of BBTV Holdings. Investors in the IPO offering will own 65.83% of Subordinate Voting Shares of BBTV Holdings, with a combined voting power of 11.39%. The remaining stakes are held by former minority shareholders of BroadbandTV.
photo credit: BroadbandTV
BBTV Files Prospectus for Initial Public Offering
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VANCOUVER, OCTOBER 8th, 2020 – BBTV Holdings Inc. (“BBTV Holdings”, “BBTV” or the “Company”) announced today that it has filed, and obtained a receipt for, its preliminary prospectus (the “Preliminary Prospectus”) with the securities regulatory authorities in each of the provinces and territories in Canada for the proposed initial public offering of subordinate voting shares in BBTV Holdings (the “Offering”). The number of subordinate voting shares to be sold and the price per subordinate voting share have not yet been determined.
The Offering is being underwritten by a syndicate of underwriters led by Canaccord Genuity Corp. and Scotia Capital Inc., as joint active bookrunners (the “Lead Underwriters”), and also including CIBC Capital Markets, as bookrunner, BMO Capital Markets, Eight Capital, Stifel GMP, Cormark Securities Inc. and PI Financial Corp. (collectively with the Lead Underwriters, the “Underwriters”).
Clark Wilson LLP and Torys LLP are acting as legal counsel to BBTV Holdings and Norton Rose Fulbright Canada LLP is acting as legal counsel to the Underwriters.
BBTV Holdings intends, immediately following the closing of the Offering, to use the net proceeds from the Offering to acquire all of the issued and outstanding securities of the media and technology company BroadbandTV Corp. (“BroadbandTV”) and will carry on the business of BroadbandTV as the business of the Company headquartered in Vancouver, Canada.
The Preliminary Prospectus contains important information relating to the Offering and has not yet become final for purposes of a distribution of securities to the public. 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 these securities in any province or territory of Canada prior to the time of receipt for the final prospectus or other authorization is obtained from the securities regulatory authority in such province or territory. Copies of the Preliminary Prospectus may be obtained from any of the Underwriters and will be available under BBTV Holdings’ profile on SEDAR at www.sedar.com.
BBTV Holdings has applied to list its subordinate voting shares on the Toronto Stock Exchange (“TSX”) under the symbol “BBTV”. Listing is subject to the approval of the TSX in accordance with its original listing requirements. The TSX has not conditionally approved the Company’s listing application.
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 or to, or for the account of benefit of, U.S. Persons (as such term is defined in Regulation S under the U.S. Securities Act), except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or solicitation of an offer to buy any of these securities in any jurisdiction in which the offering or sale is not permitted.
BBTV is a media and technology company headquartered in Vancouver, Canada. BBTV is an enabling platform with a stated mission of advancing the world through the democratization of content. From individual content creators to global media companies, BBTV monetizes the media of content owners through end‐to‐end management, distribution and monetization solutions, powered by its innovative VISO Platform, including related proprietary technology, while allowing content owners to focus on their core competency – content creation. In June 2020, BBTV had the second most unique monthly viewers of digital platforms with 596 million globally, who consumed more than 54 billion minutes of video content, the most among media companies. 1 www.bbtv.com
This press release may contain forward‐looking information within the meaning of applicable securities legislation, 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, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward‐looking information. Such risks and uncertainties include, but are not limited to, failure to complete the Offering and related transactions, and the factors discussed under “Risk Factors” in the preliminary prospectus of the Company dated October 7, 2020. The Company 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 by applicable law.
1 Source: ComScore, across the top 12 countries of the world tracked by ComScore, which represents approximately 50% of the world’s internet population.
For Further Information:
Dan Gamble, Head of PR and Corporate Communications
+1 778 873 0422