Spin Master Announces Secondary Offering of Approximately C$150 Million

TORONTO, ONTARIO--(Marketwired - May 15, 2017) -

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Spin Master Corp. ("Spin Master" or the "Company") (TSX:TOY); (www.spinmaster.com), a leading global children's entertainment company, today 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 (collectively, the "Selling Shareholders") have entered into an agreement with a syndicate of underwriters led by RBC Capital Markets and TD Securities Inc. (collectively the "Underwriters") for the sale, on a "bought deal", secondary basis, of 3,681,000 subordinate voting shares of the Company at C$40.75 per subordinate voting share for gross proceeds of approximately C$150 million (the "Offering").

The Selling Shareholders (other than 1-R32 Foundation) have also 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.

The Company will not receive any proceeds from the sale of subordinate voting shares associated with the Offering or the exercise of the over-allotment option. 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 Selling Shareholders (other than 1-R32 Foundation), together with other companies controlled by 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. Following the Offering, 1-R32 Foundation will not hold any shares of the Company.