Spin Master acquires Swimways

On August 2, 2016, Spin Master Corp. (TSX: TOY) announced the acquisition of Swimways Corp., a leader in the water and outdoor sports category, as well as the formation of an Outdoor business segment. The acquisition establishes Spin Master as a key player in the Outdoor and Sports Toys category – currently one of the largest and fastest growing categories in the US toy industry.

The announced purchase price for the transaction is US$85 million in cash on closing, less an escrow for possible adjustments, plus up to US$8.5 million payable over four years based on Swimways’ sales growth. The transaction was financed through Spin Master’s existing credit facility. Swimways will operate as a stand-alone subsidiary within the Spin Master group.

The announcement marks Spin Master’s fifth acquisition since its IPO in July 2015. Earlier acquisitions include Etch a Sketch and Doodle Sketch from The Ohio Art Company, and global mobile digital app companies Toca Boca and Sago Mini from Bonnier Group.

Spin Master is a leading global children’s entertainment company that creates, designs, manufactures and markets a diversified portfolio of innovative toys, games, products and entertainment properties. Spin Master is best known for award-winning brands including Zoomer™ Dino, Bakugan Battle Brawlers™, Air Hogs®, and 2015 Toys of The Year, Bunchems and Meccanoid G15. Since 2005, Spin Master has received 63 TIA Toy of The Year (TOTY) nominations with 16 wins across a variety of product categories. Spin Master has been recognized with 12 TOTY nominations for Innovative Toy of the Year, more than any of its competitors. Spin Master is among a limited number of companies that not only develop and produce global entertainment properties, characters and content, but also monetize that content through the creation, sale and licensing of products. To date, Spin Master has produced six television series, including 2007 hit series Bakugan Battle Brawlers and its current hit PAW Patrol, which is broadcast in over 160 countries and territories globally. Spin Master employs over 1,000 people globally with offices in Canada, United States, Mexico, France, Italy, United Kingdom, Slovakia, Czech Republic, Germany, Sweden, the Netherlands, China, Hong Kong, Japan, and Australia.

Swimways is a family-owned business, headquartered in Virginia Beach, VA, with an office in Guangzhou, China, a manufacturing and distribution facility in Tarboro, NC, and a team of 149 employees. The company boasts a diverse portfolio of toys, games and sporting goods for the pool, beach and backyard sold under the brands Swimways, Kelsyus and Coop, and includes the popular, patented Spring Float line of products, complemented by pool category licenses from a number of popular entertainment franchises. Swimways’ experienced leadership team will lead Spin Master’s Outdoor segment from its current headquarters.

Spin Master was represented in-house by Christopher Harrs, Executive Vice President, General Counsel and Corporate Secretary. External representation was provided by its lead outside counsel Torkin Manes LLP with a team led by Jeffrey Cohen and Glen Eddie, and including Adrian Myers.

Pillsbury Winthrop Shaw Pittman LLP acted as US counsel to Spin Master with a corporate team consisting of Jonathan Russo, Bianca Bowen and Naresh Lall. Additional counsel to Spin Master in Hong Kong was provided by William Fan and Jackie Ip of William W.L. Fan & Co.

Thomas Inglima, Jeffrey Breeser and Joseph Allen of Willcox Savage P.C. acted as counsel to the controlling shareholder of the Swimways Group.