Ronnen Harary, Anton Rabie, Ben Varadi to sell $172.5M Spin Master shares

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By Ted Liu

Spin Master Corp. (TSX: TOY) has announced that the founders of the company, through certain companies that they control, and 1-R32 Foundation, a not-for-profit charitable corporation controlled by one of the founders have engaged RBC Capital Markets and TD Securities Inc. for a bought deal secondary offering of 3,681,000 subordinate voting shares at $40.75 per subordinate voting share for gross proceeds of approximately $150 million.

The founders have also granted the underwriters an over-allotment option to purchase up to 552,150 additional subordinate voting shares. If exercised in full, this would increase the total size of the offering to approximately $172.5 million.

Spin Master’s founders are co-CEO Ronnen Harary, co-CEO Anton Rabie, EVP & Chief Creative Officer, Ben Varadi.

As of March 13, 2017, Harary and Rabie each own 32,450,073 multiple voting shares and Varadi controls 12,330,666 multiple voting shares. They collectively control 97% of voting.

The selling shareholders (other than 1-R32 Foundation) will bear all the expenses related to the offering, including payment of the underwriters’ fee. One of the selling shareholders will be responsible for 1-R32 Foundation’s portion of expenses.

To satisfy the sale under the offering, the selling shareholders (other than 1-R32 Foundation) will convert in aggregate 3,681,000 multiple voting shares into subordinate voting shares on a one-for-one basis.

Following the offering but prior to the potential exercise of the over-allotment option, the founders, will continue to own in aggregate 73,549,812 multiple voting shares of the Company, representing 96.3% of the total votes outstanding.

photo credit: Spin Master