iMedia Brands Announces Proposed $75.0 Million Public Offering of Senior Notes
September 22 2021 - 7:17AM
iMedia Brands, Inc. (NASDAQ: IMBI) (“iMedia Brands” or the
“Company”) today announced that it intends to offer and sell $75.0
million aggregate principal amount of senior notes due 2026 in an
underwritten public offering. The interest rate of the senior notes
is expected to be 8.50%. The proposed offering is subject to market
and other conditions, and there can be no assurance as to whether
or when the offering may be completed, or as to the actual size or
terms of the offering. iMedia Brands also expects to grant the
underwriters a 30-day option to purchase additional $5.0 million
aggregate principal amount of senior notes in connection with the
public offering.
iMedia Brands intends to use the net proceeds from the offering
to fund the closing cash purchase price and transaction costs
related to its pending acquisition of 1-2-3.tv Group, and any
remaining proceeds for working capital and general corporate
purposes, which may include certain post-closing payments related
to the 1-2-3.tv Group acquisition.
In connection with the Offering, the Company has applied to list
the notes on the Nasdaq Global Market (the “Nasdaq”) under the
symbol “IMBIL.” If approved for listing, trading on the Nasdaq is
expected to commence within 30 days after the notes are first
issued. iMedia Brands and this issuance of notes received a rating
of BB from Egan-Jones Ratings Company, an independent, unaffiliated
rating agency.
B. Riley Securities, Inc., D.A. Davidson & Co., Ladenburg
Thalmann & Co. Inc. and InspereX LLC will act as joint
book-running managers for the offering. Aegis Capital Corp.,
Alexander Capital L.P., Newbridge Securities Corporation, Revere
Securities LLC and Zeigler will act as co-managers for the
offering.
A shelf registration statement on Form S-3 (File
No. 333-258519) relating to the offering of the notes
described above was filed with the Securities and Exchange
Commission (the “SEC”) on August 5, 2021 and declared effective by
the SEC on August 12, 2021. The notes may be offered only by means
of a prospectus. Copies of the preliminary prospectus supplement
and accompanying prospectus relating to the offering may be
obtained by contacting B. Riley Securities, Inc., 1300 North 17th
Street, Suite 1300, Arlington, Virginia 22209,
email: prospectuses@brileyfin.com, telephone: (703) 312-9580
or on the SEC’s website at www.sec.gov. The final terms of the
proposed offering will be disclosed in a final prospectus
supplement to be filed with the SEC.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any of these securities, nor will
there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale is not
permitted.
About iMedia Brands, Inc.
iMedia Brands, Inc. and its subsidiaries is a leading
interactive media company that owns a growing portfolio of
lifestyle television networks, consumer brands, online marketplaces
and media commerce services that together position the Company as a
leading single-source partner to television advertisers and
consumer brands seeking to entertain and transact with customers
using interactive video.
Safe Harbor Statement under the Private Securities
Litigation Reform Act of 1995
This press release contains certain “forward-looking
statements.” Any statements contained herein that are not
statements of historical fact, including statements regarding the
proposed offering, are forward-looking. The Company often uses
words such as anticipates, believes, estimates, expects, intends,
seeks, predicts, hopes, should, plans, will and similar expressions
to identify forward-looking statements. These statements are based
on management's current expectations and accordingly are subject to
uncertainty and changes in circumstances. Actual results may vary
materially from the expectations contained herein due to various
important factors, including (but not limited to), risks and
uncertainties associated with market conditions and the timing,
size and completion of this offering, the consummation and success
of the proposed acquisition of 1-2-3.tv Group and the ability to
achieve the expected benefits thereof, and the risks identified
under Item 1A (Risk Factors) in the Company’s most recently filed
Form 10-K and any additional risk factors identified in its
periodic reports since the date of such Form 10-K, including risk
factors set forth in Exhibit 99.5 of the Form 8-K filed by the
Company on September 22, 2021. Investors are cautioned not to
place undue reliance on forward-looking statements, which speak
only as of the date of this announcement. The Company is under no
obligation (and expressly disclaims any such obligation) to update
or alter its forward-looking statements whether as a result of new
information, future events or otherwise.
Contacts:
Investors:Gateway Investor RelationsCody
SlachIMBI@gatewayir.com(949) 574-3860
Media:press@iMediabrands.com(800) 938-9707
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