Term loan amendment to take effect on November 26, 2019
NOT FOR DISTRIBUTION OR DISSEMINATION INTO THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES
Halifax, NS – November 22, 2019 – DHX Media Ltd. (dba WildBrain) (“WildBrain” or the “Company”) (TSX: DHX, NASDAQ: DHXM) announced the successful completion today of its previously announced rights offering (the “Rights Offering”), which expired at 5:00 p.m. (Toronto time) on November 15, 2019. WildBrain issued the full allotment of 35,928,144 voting shares of the Company (“Voting Shares”) at a price of $1.67 per Voting Share for gross proceeds of $60.0 million. The Rights Offering was oversubscribed, with shareholders exercising rights to purchase an aggregate of $62.5 million of Voting Shares, $2.5 million more than the maximum amount of Voting Shares available for issuance.
Pursuant to the Rights Offering, 23,145,078 Voting Shares were issued under the basic subscription privilege and 12,783,066 Voting Shares under the additional subscription privilege. As a result of the oversubscription, Voting Shares subscribed for pursuant to the additional subscription privilege were subject to proration in accordance with the terms of the Rights Offering. As soon as practicable, WildBrain will disclose the number of Voting Shares issued under the Rights Offering to insiders of the Company, to the knowledge of the Company after reasonable inquiry. Following the completion of the Rights Offering, WildBrain has 170,938,842 Voting Shares issued and outstanding.
As the Rights Offering was oversubscribed, WildBrain did not have to utilize the previously announced standby commitment whereby Fine Capital Partners, L.P. (“Fine Capital”) had agreed to acquire any Voting Shares not taken up by holders of rights. In consideration solely for the standby commitment, the Company paid to Fine Capital a cash fee of $1.5 million upon the completion of the Rights Offering.
WildBrain will use $50.0 million of the proceeds of the Rights Offering to reduce its term loan, and the remaining $10.0 million, less offering expenses, for general working capital purposes. After this debt repayment, the Company’s net leverage ratio1 as at September 30, 2019 would be reduced from 5.66x to approximately 5.14x on a pro forma basis.
In addition, the previously announced amendment to the Company’s term loan agreement to set the net leverage covenant1 at 6.75x with no step downs for the remainder of the loan term is expected to take effect on November 26, 2019 upon this repayment.
Details of the Rights Offering were set out in a Notice and Circular, which are available under the Company’s profile on SEDAR at www.sedar.com.
The Voting Shares issuable upon exercise of the rights have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and accordingly, the rights and the Voting Shares issuable upon exercise of the rights were not being publicly offered for sale in the “United States” or to “U.S. persons” (as such terms are defined in Regulation S under the United States Securities Act of 1933, as amended). This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. There shall be no sale of the securities in any jurisdiction in which an offer to sell, a solicitation of an offer to buy or a sale would be unlawful.
1. Net leverage ratio as discussed in this press release is a reference to the Total Net Leverage Ratio as defined in the Company’s senior secured credit agreement available on SEDAR at www.sedar.com.
For more information, please contact:
Investor Relations: Nancy Chan-Palmateer – Director, Investor Relations, WildBrain
At WildBrain we make great content for kids and families. With over 13,000 half-hours of filmed entertainment in our library – one of the world’s most extensive – we are home to such brands as Peanuts, Teletubbies, Strawberry Shortcake, Caillou, Inspector Gadget and Degrassi. Our shows are seen in more than 150 countries on over 500 telecasters and streaming platforms. Our AVOD business – WildBrain Spark – offers one of the largest networks of kids’ channels on YouTube, with over 109 million subscribers. We also license consumer products and location-based entertainment in every major territory for our own properties as well for our clients and content partners. Our television group owns and operates four family entertainment channels that are among the most-viewed in Canada. WildBrain is headquartered in Canada with offices worldwide and trades on the Toronto Stock Exchange (DHX) and the NASDAQ (DHXM). Visit us at www.wildbrain.com.
On September 23, 2019, DHX Media Ltd. announced it is rebranding as “WildBrain”.
This press release contains “forward-looking statements” under applicable securities laws with respect to the Company including, without limitation, statements regarding the use of proceeds from the rights offering and amendments to the Company’s credit agreement. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties and are based on information currently available to the Company. Actual results or events may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results or events to differ materially from current expectations, among other things, include the risk factors discussed in materials filed with applicable securities regulatory authorities from time to time including matters discussed under “Risk Factors” in the Company’s most recent Annual Information Form and annual Management Discussion and Analysis, which also form part of the Company’s annual report on Form 40-F filed with the U.S. Securities and Exchange Commission. These forward-looking statements are made as of the date hereof, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.