Eros STX Global Corporation (NYSE: ESGC) ("ErosSTX" or the "Company"), a global entertainment company, today submitted to the SEC a Registration Statement on Form F-3 that registers the offer and sale of, among other things, approximately 196.3 million ErosSTX A ordinary shares issued to former stockholders of STX Filmworks, Inc. ("STX") in connection with the merger of Eros International Plc ("Eros") and STX (the "Merger").
The approximately 196.3 million A ordinary shares are comprised of (1) approximately 171.9 million A ordinary shares underlying the contingent value rights ("CVRs") issued to former STX stockholders in connection with the Merger, and (2) approximately 24.4 million A ordinary shares issued to certain former STX stockholders pursuant to the previously disclosed PIPE financing consummated in connection with the Merger on July 30, 2020. The A ordinary shares underlying the CVRs have not yet been issued to the holders of the CVRs.
The Registration Statement on Form F-3 has not been declared effective by the SEC. The CVRs will be settled and the A ordinary shares underlying the CVRs will be issued when the SEC declares the Registration Statement on Form F-3 effective. The Company currently expects the registration statement to become effective in the first calendar quarter of 2021, although the timing of effectiveness is uncertain.
As of December 11, 2020, the Company had approximately 185.3 million A ordinary shares and 21.7 million B ordinary shares issued and outstanding. Following the completion of this share issuance and registration associated with the CVRs and PIPE, there will be approximately 357.2 million A ordinary shares and 21.7 million B ordinary shares issued and outstanding, for a combined total of 378.9 million ordinary shares. As previously announced, the Company intends to issue, pending Board approval, an additional 40 million A ordinary shares in management plan equity awards, which would bring the number of issued and outstanding A ordinary shares to 397.2 million, and the combined total ordinary shares to 418.9 million.
Investor Day Update
The Company will announce the date for its investor day event once there is better visibility on the completion of the SEC's review of this Registration Statement.
A registration statement on Form F-3 relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.
This press release does not constitute an offer to sell or the solicitation of offers to buy any securities, and shall not constitute an offer, solicitation or sale of any security in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Eros STX Global Corporation:
Eros STX Global Corporation, ("ErosSTX") (NYSE: ESGC) is a global entertainment company that acquires, co-produces and distributes films, digital content music across multiple formats such as theatrical, television and OTT digital media streaming to consumers around the world. Eros International Plc changed its name to Eros STX Global Corporation pursuant to the July 2020 merger with STX Entertainment, merging two international media and entertainment groups. The combination of one of the largest Indian OTT players and premier studio with one of Hollywood's fastest-growing independent media companies has created an entertainment powerhouse with a presence in over 150 countries. ErosSTX delivers star-driven premium feature film and episodic content across a multitude of platforms at the intersection of the world's most dynamic and fastest-growing global markets, including US, India, Middle East, Asia and China. The company also owns the rapidly growing OTT platform Eros Now which has rights to over 12,000 films across Hindi and regional languages and had 211.5 million registered users and 36.2 million paying subscribers as of September 30, 2020. For further information, please visit ErosSTX.com.
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS:
Information provided in this communication includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are subject to the safe harbors created thereby. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "approximately," "anticipate," "believe," "estimate," "continue," "could," "expect," "future," "intend," "may," "plan," "potential," "predict," "project," "seek," "should," "will" and similar expressions. Those statements include, among other things, the discussions of the Company's business strategy and expectations concerning its and the Company's market position, future operations, margins, profitability, liquidity and capital resources, tax assessment orders and future capital expenditures. All such forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we are expecting, including, without limitation: our ability to successfully and cost-effectively source film content; the Company's ability to achieve the desired growth rate of Eros Now, its digital over-the-top ("OTT") entertainment service; our ability to maintain or raise sufficient capital; delays, cost overruns, cancellation or abandonment of the completion or release of the Company's films; our ability to predict the popularity of its films, or changing consumer tastes; our ability to maintain existing rights, and to acquire new rights, to film content; our ability to successfully defend any future class action lawsuits we are a party to in the U.S.; anonymous letters to regulators or business associates or anonymous allegations on social media regarding the Company's business practices, accounting practices and/or officers and directors; our ability to recoup the full amount of box office revenues to which it is entitled due to underreporting of box office receipts by theater operators; our dependence on our relationships with theater operators and other industry participants to exploit the Company's film content; our ability to mitigate risks relating to distribution and collection in international markets; our ability to compete with other forms of entertainment; our ability to combat piracy and to protect our intellectual property; our ability to maintain an effective system of internal control over financial reporting; contingent liabilities that may materialize, our exposure to liabilities on account of unfavorable judgments/decisions in relation to legal proceedings involving the Company or its subsidiaries and certain of its directors and officers; our ability to successfully respond to technological changes; our ability to satisfy debt obligations, fund working capital and pay dividends; the monetary and fiscal policies of countries around the world, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices; our ability to address the risks associated with acquisition opportunities; risks that the ongoing novel coronavirus pandemic and its spread, and related public health measures, may have material adverse effects on our business, financial position, results of operations and/or cash flows; challenges, disruptions and costs of the Merger and related transactions, integrating the Eros and STX businesses and achieving anticipated synergies, and the risk that such synergies will take longer to realize than expected or may not be realized in whole or in part; the amount of any costs, fees, expenses, impairments and charges related to the Merger and related transactions; uncertainty as to the effects of the consummation of the Merger and related transactions on the market price of our A Ordinary Shares and/or the Company's financial performance; and uncertainty as to the long-term value of the Company's ordinary shares.
The forward-looking statements contained in this communication are based on historical performance and management's current plans, estimates and expectations in light of information currently available and are subject to uncertainty and changes in circumstances. There can be no assurance that future developments affecting the Company will be those that it has anticipated. Actual results may differ materially from these expectations due to changes in global, regional or local political, economic, business, competitive, market, regulatory and other factors, many of which are beyond the Company's control. Should one or more of these risks or uncertainties materialize or should any of the Company's assumptions prove to be incorrect, the Company's actual results may vary in material respects from what the Company may have expressed or implied by these forward-looking statements. The Company cautions that you should not place undue reliance on any of its forward-looking statements. Any forward-looking statement made by the Company in this communication speaks only as of the date on which the Company makes it. Factors or events that could cause the Company's actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by applicable securities laws.
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Contacts:
Investor Contact:
Drew Borst
EVP, Investor Relations Business Development
ErosSTX Global Corporation
drew@erosstx.com
