RealD Files Prospectus for $200m Secondary Stock Offering. All Proceeds Destined for Current Shareholders Rather than the Company Itself.

Posted by Joe Zaller
Nov 29 2010

RealD, a global licensor of 3D technologies, last week filed a prospectus with the Securities and Exchange Commission to sell 7,815,001 shares of its common stock, along with an additional 1,172,250 shares as an over-allotment.  Based on today’s stock price of around $26.50, this translates to about $207m (about $238m is the overallotment shares are also sold).  

It’s always interesting to read this kind of document because it offers information about the company’s financial performance and business strategy.  RealD’s prospectus is also interesting because it provides useful data about the take-up of 3D, which is something that many in the broadcast industry are working to understand.

What’s also interesting about this deal is that apparently none of the money from the offering will go to RealD.  Instead, it will all go to current stockholders, including directors and executives.

According to the prospectus filed with the SEC “The selling stockholders, including certain members of our board of directors and management, will receive all of the proceeds from this offering, and we [the company] will not receive any proceeds from the sale of shares in this offering.”

The largest beneficiary will be Shamrock Capital Advisors, whose “Capital Growth Fund II” is selling almost 5.4 million shares of RealD, or 99.9% of its holdings in the company, as part of the offering.   

Other company insiders will benefit as well.  For example, both company chairman and CEO Michael Lewis and company president Joshua Greer are selling 10% of their holdings in the company.  Lewis and Greer stand to gain about $17m each from the offering, and almost $30m each if all the shares allocated for overallotment are sold. Company CFO Andrew Skarupa is also selling 10% of his current holdings in the company for about $2.2m.  Skarupa will make about $3.8m if all the shares allocated for overallotment are sold.

Several others affiliated with the company are also using the offering to sell “restricted stock unit awards that are exercisable within 60 days of September 24, 2010.”

It’s interesting to see so many RealD insiders selling their shares on the heels of their IPO, which was just over four months ago.  Especially when you consider a Wall Street Journal article published at that time, which said that “company insiders and investors at RealD raised more money in the company’s recent initial public offering than the company did.”

Lewis and Greer each received $17.1m in July of this year when they both sold 1.15 million shares in the company’s IPO.  Skarupa made about $2.2m from the company’s IPO.  Shamrock, who recently bought Screenvision from Technicolor and ITV, made about $34.4m when it sold 2.3 million RealD shares during the company’s IPO.

The chart below shows a breakdown of how many shares are being sold by each shareholder, along with the amount they stand to receive for these shares for both the initial and overallotment offerings.  Please note that this chart assumes a share price of $26.50 per share (the price at the time of writing).

Sellers of RealD shares (values based on a share price of $26.50.  Source RealD Form S-1 filed with SEC on 11/22/2010

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You can read the full RealD share offering prospectus here.

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