5&2 Studios, Inc.: M&A transaction — Chosen closes IP sale to CAS; $133.8M debt forgiven, $85M milestones, 10-year distribution license

5&2 Studios, Inc.

CAS forgiven ~$133.8M of loans plus $11.7M bridge loan at closing as consideration for The Chosen IP.
Up to $85M in milestone payments: $21.25M each for Seasons 5 & 6, $42.5M for Season 7.
Company granted 10-year exclusive worldwide distribution license for The Chosen; pays CAS royalties on gross receipts.
CAS commits up to $256M production funding for future seasons; TCT earns market-rate production fee.
Pro forma FY2023 net income attributable to company $39.3M vs historical loss of $3.6M; EPS $3.13 vs ($0.28).

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

5&2 Studios, Inc. completed a disposition involving Come and See Foundation, Inc. for forgiveness of approximately $133,800,000 of existing indebtedness and up to $85,000,000 in milestone payments (closed 2024-06-13).

Action: disposition
Counterparty: Come and See Foundation, Inc.
Consideration: forgiveness of approximately $133,800,000 of existing indebtedness and up to $85,000,000 in milestone payments
Closing: 2024-06-13

Exact text from the filing

the Company completed the transactions contemplated by the APA (the “Asset Sale”). The consideration for the Asset Sale consists of: (i) the forgiveness by CAS of approximately $133,800,000 of existing indebtedness owed by the Company to CAS, and any accrued but unpaid interest thereon as of June 13, 2024, after offsetting certain amounts owed by CAS to the Company

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Source: SEC EDGAR

accession 0001104659-24-073463

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