Transaction|May 24, 2017

Spin Master closes C$150 million secondary offering

Torys acted as counsel to the underwriters co-led by RBC Capital Markets and TD Securities with a team that included Kevin Morris, Laura Sigurdson and Sharon Au (corporate/securities).

On May 24, 2017, Spin Master Corp. ("Spin Master") announced the completion of its previously announced secondary offering of 3,681,000 subordinate voting shares by 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, at a price of C$40.75, for aggregate gross proceeds to the selling shareholders of approximately C$150 million.

The offering was made through a syndicate of underwriters including RBC Capital Markets and TD Securities Inc. as co-lead underwriters and joint bookrunners, as well as BMO Capital Markets, CIBC Capital Markets, National Bank Financial Inc., Canaccord Genuity Corp., Cormark Securities Inc., Goldman Sachs Canada Inc. and Raymond James Ltd.

The selling shareholders (other than 1-R32 Foundation) granted the underwriters an over-allotment option to purchase up to 552,150 additional subordinate voting shares, representing an additional 15% of the offering, on the same terms and conditions, exercisable in whole or in part at any time following closing of the offering for a period of 30 days. If exercised in full, this would increase the total size of the offering to approximately C$172.5 million. One of the selling shareholders will be responsible for 1-R32's portion of the over-allotment option.

Spin Master is a leading global children's entertainment company that creates, designs, manufactures, licenses and markets a diversified portfolio of innovative toys, games, products and entertainment properties.

Further information can be found on Canada Newswire's website.