Fairfax to back Boat Rocker Media $170M IPO with $30M share purchase

CPE News (3/19/2021) – Boat Rocker Media Inc. (BRM), a portfolio company of Fairfax Financial Holdings Limited and Evolution Media, has finalized the pricing of its initial public offering (IPO).

Boat Rocker Media is issuing 18,900,000 Subordinate Voting Shares at $9.00 per Share for gross proceeds of $170,100,000.

The Toronto Stock Exchange (TSX) has conditionally approved the listing of the Subordinate Voting Shares under the symbol “BRMI.” The offering is expected to occur on or about March 24, 2021.

Upon completion of the offering and assuming no exercise of the over-allotment option, Boat Rocker Media will have 32,615,365 Subordinate Voting Shares and 23,553,050 Multiple Voting Shares issued and outstanding. If the over-allotment option is exercised in full, Boat Rocker Media will 35,450,365 Subordinate Voting Shares and 23,553,050 Multiple Voting Shares issued and outstanding.

Fairfax Financial Holdings Limited, indirectly through certain of its subsidiaries, has agreed to purchase 3,333,334 Subordinate Voting Shares for $30 million as part of the offering.

Following closing of the offering and assuming no exercise of the over-allotment option, Fairfax will control 13,908,581 Multiple Voting Shares and 11,369,918 Subordinate Voting Shares or approximately 45% of the total equity shares.

DF BRM Holdco Inc. (David Fortier) will control 4,335,943 Multiple Voting Shares and 204,055 Subordinate Voting Shares, IS BRM Holdco Inc. (Ivan Schneeberg) will own 4,335,943 Multiple Voting Shares and 204,055 Subordinate Voting Shares, and CEO John Young will hold 972,583 Multiple Voting Shares and 50,987 Subordinate Voting Shares.

Evolution Media will have ownership of 1,852,907 Subordinate Voting Shares from its US $20 million investment made in BRM in March 2019.

Founded by David Fortier and Ivan Schneeberg, Toronto based Boat Rocker is an independent, integrated global entertainment company.

photo credit: Boat Rocker Media

News Release

Boat Rocker Media Files Final Prospectus and Announces Pricing of Initial Public Offering

/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/

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.

For further information: Craig Armitage, Boat Rocker Media, Investor Relations, craig.armitage@loderockadvisors.com, 416.347.8954 Or Matt Salvatore, Boat Rocker Media, Corporate Communications, matt.salvatore@boatrocker.com, 613.852.7462