BBTV files for $15M convertible debenture offering and $20M private placement

CPE News (6/2/2021) – BBTV Holdings Inc. (TSX: BBTV; OTCQX: BBTVF) has filed a preliminary short form prospectus for its previously announced offering of $15,020,000 aggregate principal amount of 7% unsecured convertible debentures at a price of $1,000 per debenture.

Concurrently with the closing of the offering, BBTV Holdings intends to complete a non‐brokered private placement offering of $20,000,000 principal amount of 7% unsecured convertible debentures, having the same terms and conditions as the offered debentures, subject to a statutory hold period.

The closing of the offering is expected to occur on or about June 15, 2021.

The debentures will mature on the date that is 60 months from the closing date, and may be converted into convertible into subordinate voting shares at a conversion price of $10.55 per share.

BBTV Holdings stock closed at $7.99 on June 1, 2021, the date of the prospectus being filed. BBTV completed its $172.4 million initial public offering priced at $16 per subordinate voting share in October 2020.

BBTV Holdings intends to use the net proceeds from the offering and the concurrent private placement for the following purposes: 1) to repay $20,000,000 of the principal outstanding under the RTL Canada Debt; and 2) the balance of $13,774,500 for general working capital, including organic and inorganic growth strategies and for payroll, professional fees, information technologies and other general operating costs.

Following the repayment of the loan, RTL Canada, the former majority owner of BBTV, will continue to hold approximately $29 million debentures in BBTV.

As at March 31, 2021, the Company [BBTV] reported first quarter ending cash and cash equivalents of approximately $11,330,000. The Company had negative cash flow from operations of approximately ($8,716,000) and ($3,966,000) for the year ended December 31, 2020 and the three month period ended March 31, 2021, respectively. The Company’s working capital deficiency as at March 31, 2021 was approximately ($26,060,000). Management believes the Company’s current cash on hand, the sale of trade receivables pursuant to a receivables factoring agreement with the Company’s bank (as more fully described in the Q1 MD&A, which is incorporated by reference into this Prospectus), available credit under the Company’s overdraft facility, and cash flows from operations will provide sufficient liquidity to meet its working capital requirements as well as its financial obligations.