Blue Ant Media has announced it’s going public via a reverse take-over (RTO) of Boat Rocker Media.
Controlled by former Alliance Atlantis Chair and CEO Michael MacMillan, Toronto-headquartered Blue Ant is a global media company spanning content creation and acquisition, rights management, international distribution, streaming, broadcasting, consumer shows, and connected TV ad sales. Founded in 2011, the company has a presence in Los Angeles, New York, Washington, London, Sydney, and Singapore.
The transaction will see Boat Rocker Media acquire all outstanding shares of Blue Ant in exchange for subordinate voting shares (SVS) of Boat Rocker (on an exchange ratio of 1.25 SVS of Boat Rocker for each share of Blue Ant).
Boat Rocker production companies Insight Productions, Jam Filled Entertainment, and Proper Television will be assumed under the Blue Ant Media banner, along with C$25.5 million in net working capital, among other substantial financial assets.
Upon closing, the resulting issuer will be renamed “Blue Ant Media Corporation” and, subject to regulatory approval, with its shares continuing to be listed and traded on the TSX. Blue Ant’s shareholders are expected to own approximately 73.5%, and Boat Rocker Media shareholders approximately 26.5% of subordinate voting shares.
MacMillan will be appointed CEO upon close, and Brad Martin, the current chair of Blue Ant, will be appointed Chair of the Board of Directors. In order to maintain Canadian control over the company, MacMillan will have voting control of approximately 77.5% of the total votes.
“This is an opportunistic moment for Blue Ant to go public, paving the way for long-term value creation,” said MacMillan, in an announcement. “We are confident that this transaction will unlock significant value for all shareholders. Through the combination of our public listing, a strengthened balance sheet, and significant net cash post-transaction, we believe that we are strategically positioned for profitable global growth, both organically and through M&A.”
Concurrent to the deal, current Boat Rocker Media Co-Founders & Co-Executive Chairmen Ivan Schneeberg and David Fortier and CEO John Young (IDJCo) will acquire the Boat Rocker Studios business in a management buyout. Expected to close in June, pending approvals, the company will carry on as Boat Rocker and use the Boat Rocker names and brands.
IDJCo will acquire Boat Rocker Studios by way of a vendor takeback promissory note, guaranteed by Fairfax Financial, for C$18 million, payable over six years, with an additional C$1 million lump sum payment payable on the sixth anniversary of the closing. As part of the overall deal, Boat Rocker Media’s minority interest in entertainment company, The Initial Group, will be acquired by Fairfax for approximately C$17M.
Boat Rocker Studios says post-closing, it will be well capitalized to continue to create, produce, package, and distribute content across scripted, unscripted, and kids & family (live action and animation) out of its offices in Toronto, London, L.A., NYC and Hong Kong.
“We are excited about this opportunity to acquire Boat Rocker Studios and use the resulting enhanced strategic focus and flexibility to capitalize on the exciting content creation, investment and partnership opportunities we see in the global marketplace,” said Schneeberg, Fortier, and Young. “We will be more agile than ever, allowing us to move faster and lean in closer to projects we believe in. We will be better positioned to invest in amazing content and better able to ensure that the projects we are part of achieve their fullest potential, both in terms of entertainment value and worldwide sales. We will continue to work tirelessly to be the best independent studio partner in the world.”
