UPDATED WITH PRICING DETAILS

Fairfax Financial has been busy. On Friday, Boat Rocker Media filed to IPO on the TSX and is the second majority owned company by FFH to announce a public listing this week. 

The updated preliminary prospectus provided pricing details in which it expects to raise between $12-$14 for gross proceeds of $174M, or $201.45M if the full over-allotment is exercised. At the mid point, Boat Rocker Media would have 28,718,191 subordinate voting shares and 23,553,050 multiple voting shares, effectively valuing the company at approximately $679 million on non-diluted basis. Fairfax and the co-founders would own 100% of the multiple voting shares. 

Boat Rocker is a global entertainment company. Boat Rocker Studios creates, produces and distributes content and franchises across all major genres via its Scripted, Unscripted, and Kids & Family divisions.

The company also owns or invests in companies, 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.

The company has produced notable hits such as Being Erica, The Next Step and Orphan Black. 

Here is a good snapshot of the company:

According to this map, the company has several shows on order for 2021 with partners such as Amazon Prime, Showtime, AMC and Apple TV.

The company is well positioned to take advantage of an increase in content spending by the many streaming services coming online. Content is key and the company can benefit from this trend. 

Boat Rocker has been growing revenue at a pretty decent clip and has a 55% CAGR through end of 2019. EBITDA has also experienced considerable growth: 

The declines in revenue and EBITDA over the last twelve months are a little misleading. COVID-19 delayed two scripted projects which are now expected in the second half of 2021. 

In fact, the company is forecasting revenue of ~$700M for 2021, of which an estimated $475 million is already confirmed and is expected to be delivered in 2021. On the flip side, adjusted EBITDA margins are expected to be below historical averages and come in the low to mid-single digits. Primarily as a result of the pandemic. Margins are expected to expand again in 2022. 

Overall, the company seems to have had considerable success with developing, producing and licensing its content. At the mid-price, the company is essentially valued at around 1 times 2021 sales. This does seem cheap when many in the industry are trading at around 2 times sales. It'll be interesting to see where this one prices. Might be interesting value here considering the company's strong track record of growth (2020 not withstanding). 

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NEWS RELEASE

Global Entertainment Company Boat Rocker Media Files Preliminary Prospectus for Initial Public Offering

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

TORONTO, Feb. 12, 2021 /CNW/ - Boat Rocker Media Inc. ("Boat Rocker" or the "Company"), an independent, integrated global entertainment company, announced today that it has filed, and obtained a receipt for, its preliminary base PREP prospectus (the "Preliminary Prospectus") with the securities regulatory authorities in each of the provinces and territories in Canada for the proposed initial public offering of subordinate voting shares in Boat Rocker (the "Offering"). The number of subordinate voting shares to be sold and the price per subordinate voting share have not yet been determined.

The Offering is being led by a syndicate of underwriters led by RBC Capital Markets and TD Securities Inc. as joint bookrunners (the "Lead Underwriters"). 

Stikeman Elliott LLP is acting as legal counsel to Boat Rocker and Goodmans LLP is acting as legal counsel to the Lead Underwriters. Whiteshell Advisory Inc. acted as an advisor to the Company. 

The Preliminary Prospectus contains important information relating to the Offering, is still subject to completion or amendment, and has not yet become final for purposes of a distribution of securities to the public. 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 province or territory of Canada until a receipt for the final prospectus has been issued. Copies of the Preliminary Prospectus may be obtained from any of the Lead Underwriters and will be available under Boat Rocker's profile on SEDAR at www.sedar.com.

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. This news release does not constitute an offer to sell or solicitation of an offer to buy any securities of Boat Rocker in any jurisdiction in which such offer or solicitation is not permitted.

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 Preliminary 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; Matt Salvatore, Boat Rocker Media, Corporate Communications, msalvatore@national.ca, 343-542-3543