Ballantyne Strong Announces Public Filing of Registration Statement for Proposed Initial Public Offering of Strong Global Entertainment, Inc.
April 07 2022 - 4:00PM
Ballantyne Strong, Inc. (NYSE American: BTN) (“Ballantyne” or
the “Company”), the current parent of Strong Global Entertainment,
Inc. (“Strong Global Entertainment”) announced today that Strong
Global Entertainment has publicly filed a registration statement on
Form S-1 (file number: 333-264165) with the Securities and Exchange
Commission (the “SEC”) relating to a proposed initial public
offering of its Class A Common Voting Shares (the “Offering”). The
number of shares and price range for the proposed Offering have yet
to be determined. The Offering is expected to take place after the
SEC completes its review process, subject to market and other
customary conditions. Strong Global Entertainment has applied to
list its Class A Common Voting Shares on the NYSE American exchange
under the ticker symbol “SGE”.
ThinkEquity will serve as sole book-running
manager for the proposed Offering.
The proposed Offering will be made pursuant to a
prospectus. Copies of the preliminary prospectus related to the
Offering, when available, may be obtained on the SEC’s website,
www.sec.gov, or from ThinkEquity, 17 State Street, 22nd Floor, New
York, New York 10004, by telephone at (877) 436-3673, or by email
at prospectus@think-equity.com.
A registration statement relating to the
proposed sale of these securities has been filed with the SEC but
has not yet become effective. Securities offered under the
registration statement 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 a solicitation of an offer to buy any securities, and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of that
jurisdiction. Any offers, solicitations or offers to buy, or any
sales of securities will be made in accordance with the
registration requirements of the Securities Act or 1933, as
amended.
About Ballantyne
Strong, Inc.
Ballantyne Strong, Inc.
(www.ballantynestrong.com) is a diversified holding company with
operations and holdings across a broad range of industries.
Ballantyne holds equity stakes in Firefly Systems, Inc., GreenFirst
Forest Products Inc. (TSX: GFP), and FG Financial Group, Inc.
(Nasdaq: FGF), as well as real estate through its Digital Ignition
operating business.
Ballantyne’s Strong Entertainment segment, which
will become the primary operating business of Strong Global
Entertainment immediately prior to the consummation of the
Offering, is the largest premium screen supplier in North America,
and provides technical support services and related products and
services to the cinema exhibition industry. Ballantyne’s Strong
Entertainment segment manufactures and distributes premium large
format projection screens, provides comprehensive managed services,
technical support and related products and services primarily to
cinema exhibitors, theme parks, educational institutions, and
similar venues. In addition to traditional projection screens, it
manufactures and distributes its Eclipse curvilinear screens, which
are specially designed for theme parks, immersive exhibitions, as
well as simulation applications. It also provides maintenance,
repair, installation, network support services and other services
to cinema operators, primarily in the United States. Ballantyne
also recently launched Strong Studios, Inc. as part of the Strong
Entertainment segment, which develops and produces original feature
films and television series. Forward-Looking
Statements
This press release may contain “forward-looking
statements.” All statements, other than statements of historical
facts, are forward-looking statements. Ballantyne may, in some
cases, use words such as “project,” “believe,” “anticipate,”
“plan,” “expect,” “estimate,” “intend,” “should,” “would,” “could,”
“potentially,” “will” or “may”, or other words that convey
uncertainty of future events or outcomes, to identify these
forward-looking statements. Such forward-looking statements are
based on management’s current expectations, but actual results may
differ materially due to various factors. There can be no
guarantees that the initial public offering of Strong Global
Entertainment, Inc. will be consummated on the timeline anticipated
or at all, or that Ballantyne or Strong Global Entertainment will
achieve the anticipated benefits of such a transaction.
Ballantyne’s and Strong Global Entertainment’s ability to
consummate and achieve the anticipated benefits of the potential
initial public offering of Strong Global Entertainment may be
materially affected by certain factors outside their control that
could affect the advisability, pricing and timing of the potential
initial public offering of Strong Global Entertainment, as well as
a number of risks and uncertainties regarding the business, results
of operation or financial condition of Ballantyne or Strong Global
Entertainment, including but not limited to those discussed in the
“Risk Factors” sections contained in the registration statement,
prospectus and prospectus supplements related to the Offering, Item
1A in Ballantyne’s Annual Report on Form 10-K for the year ended
December 31, 2021, filed with the SEC on March 24, 2022, and
subsequent filings with the SEC, in addition to and including the
following risks and uncertainties: the negative impact that the
COVID-19 pandemic has already had, and may continue to have, on the
Company’s business and financial condition; the general economic
impact of the ongoing military conflict in Ukraine, including the
impact of related sanctions being imposed by the U.S. Government
and the governments of other countries, and the impact of potential
reprisals as a consequence of the military conflict in Ukraine and
any related sanctions; the Company’s ability to maintain and expand
its revenue streams to compensate for the lower demand for the
Company’s digital cinema products and installation services;
potential interruptions of supplier relationships or higher prices
charged by suppliers; the Company’s ability to successfully compete
and introduce enhancements and new features that achieve market
acceptance and that keep pace with technological developments; the
Company’s ability to successfully execute its capital allocation
strategy or achieve the returns it expects from these holdings; the
Company’s ability to maintain its brand and reputation and retain
or replace its significant customers; challenges associated with
the Company’s long sales cycles; the impact of a challenging global
economic environment or a downturn in the markets (such as the
current economic disruption and market volatility generated by the
ongoing COVID-19 pandemic and ongoing military conflict in Ukraine
and related sanctions); economic and political risks of selling
products in foreign countries (including tariffs); risks of
non-compliance with U.S. and foreign laws and regulations,
potential sales tax collections and claims for uncollected amounts;
cybersecurity risks and risks of damage and interruptions of
information technology systems; the Company’s ability to retain key
members of management and successfully integrate new executives;
the Company’s ability to complete acquisitions, strategic
investments, entry into new lines of business, divestitures,
mergers or other transactions on acceptable terms, or at all; the
impact of the COVID-19 pandemic on the Company’s portfolio
companies; the Company’s ability to utilize or assert its
intellectual property rights, the impact of natural disasters and
other catastrophic events (such as the ongoing COVID-19 pandemic
and ongoing military conflict in Ukraine and related sanctions);
the adequacy of insurance; the impact of having a controlling
stockholder and vulnerability to fluctuation in the Company’s stock
price. Given the risks and uncertainties, readers should not place
undue reliance on any forward-looking statement and should
recognize that the statements are predictions of future results
which may not occur as anticipated. Many of the risks listed above
have been, and may further be, exacerbated by the ongoing COVID-19
pandemic, its impact on the cinema and entertainment industry, the
ongoing military conflict in Ukraine and related sanctions, and the
worsening economic environment. Actual results could differ
materially from those anticipated in the forward-looking statements
and from historical results, due to the risks and uncertainties
described herein, as well as others not now anticipated. New risk
factors emerge from time to time and it is not possible for
management to predict all such risk factors, nor can it assess the
impact of all such factors on the Company’s business or the extent
to which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any
forward-looking statements. Except where required by law, we
undertake no obligation to publicly update, withdraw, or revise any
forward-looking statements to reflect actual results or changes in
factors or assumptions on which any statement is based.
For Investor Relations
Inquiries:
Mark Roberson |
John Nesbett / Jennifer Belodeau |
Ballantyne Strong, Inc. - Chief Executive Officer |
IMS Investor Relations |
704-994-8279 |
203-972-9200 |
IR@btn-inc.com |
jnesbett@institutionalms.com |
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