GoFish

Youth-Oriented Media Company GoFish Raises $22.5 Million

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GoFish, a digital media company that focuses on content geared towards children, teenagers, and their parents, has raised a $22.5 million funding round led by Panorama Capital, Rustic Canyon Partners, and Rembrandt Venture Partners. As part of the deal, Michael Jung, Mark Menell, and Richard Ling (from Panorama, Rustic Canyon, and Rembrandt respectively) will join the company’s board of directors.

The company says that it now has a reach of 69 million unique vistors worldwide, with nearly a third of that coming from the United States. Included in GoFish’s publisher network are sites like WeeWorld, MiniClip, and Piczo (you can see a full list here). To get a sampling of some of the videos available, you can conduct a search at the company’s consumer facing site.

The company plans to use the money to continue growth and expansion, as well as to settle its debt (details below):

Under the terms of the financing, the investors have committed to invest $22.5 million with an option to invest an additional $2.5 million over the next few weeks. The investors will purchase newly created Series A Preferred Stock convertible at a per common share equivalent price of $0.20 per share. The investors also will receive warrants to purchase common stock at $0.20 per share.

GoFish will use a portion of the proceeds to repay all of its outstanding debt and to cancel outstanding warrants.

In connection with the repayment of the company’s debt, holders of 36% of the company’s outstanding convertible debt have elected to convert their debt into Series A Preferred Stock. The holders of the company’s subordinated debt converted all of their debt into Series A Preferred Stock and exchanged their common stock warrants into common stock at a ratio of one share of common stock for every 10 warrant shares. Holders of an additional 11% of the company’s convertible senior debt have the option to convert their debt into Series A Preferred Stock in the next few days.

Assuming the investment of $22.5 million and conversion of 36% of the company’s outstanding convertible debt (and excluding any conversion by holders of the additional 11% of the company’s convertible debt into Series A Preferred Stock), the company will issue Series A Preferred Stock convertible into approximately 152 million shares of common stock, approximately 3.6 million shares of common stock and issue warrants to purchase approximately 61 million shares of common stock.

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