Gaming Nation Inc. (TSX-V: FAN) has entered into an arrangement agreement with OC Special Opportunities Fund, LP, a private investment fund, managed by Orange Capital Ventures GP, LLC, pursuant to which Orange Capital will acquire all of the issued and outstanding shares of Gaming Nation, other than certain shares held by members of management and the board, for CDN $0.95 in cash per share.
The price per share implies an aggregate fully‐diluted equity value for Gaming Nation of approximately CDN $44 million.
Gaming Nation’s CEO, Scott Secord, together with certain members of Gaming Nation’s senior management team and board (Blair McGibbon, Richard Crowe, Peter Luukko and Patrick Burke) have agreed to exchange an aggregate of 2.3 million shares (representing the majority of their shareholdings) for units of Orange Capital or an affiliate thereof.
Austin, Texas based Continental General Insurance Company, an indirect wholly owned subsidiary of HC2 Holdings 2, Inc. and the holder of 9,987,556 common shares, has agreed to support the transaction. Continental General Insurance Company acquired 9,987,556 common shares as a result of conversion of CDN $20 million (CDN $22,472,000 in total including accrued interest) at $2.25 per share.
“After a comprehensive review of strategic alternatives, and with the support from shareholders representing 45% of Gaming Nation’s outstanding shares, we believe Orange Capital’s offer is in the best interests of the Company. In addition to the significant premium, we believe there are other benefits to privatization and we look forward to working closely with Orange Capital to complete this transaction,” said Peter Luukko, Chairman of Gaming Nation.
“Gaming Nation represents an exciting investment opportunity for our investment partnership, and we look forward to working with Gaming Nation’s management and employees,” said Daniel Lewis, Managing Partner of Orange Capital.
Canaccord Genuity acts as financial advisor to Gaming Nation and provided a fairness opinion to the board. Stikeman Elliott LLP is acting as legal counsel to Gaming Nation. Trimaven Captial Advisors was the financial advisor to Orange Capital. Norton Rose Fulbright Canada LLP is acting as legal counsel to Orange Capital.
Orange Capital Ventures GP, LP is a New York based investment manager in private and public equity and debt. Daniel Lewis, founder and Managing Partner, was the Managing Partner and Chief Investment Officer of Orange Capital, LLC, from 2005-2016. Orange Capital, LLC was an event driven investment fund with over $1 billion in assets under management. Lewis also served as a Director Trustee of InnVest Real Estate Investment Trust. Other principals of Orange Capital include Ankur Dharia and Rhea Persaud, who were both previously employed by Orange Capital, LLC.
photo credit: Gaming Nation