Mood Media Completes Arrangement and Domestication to Delaware
Mood Media Corporation (TSX:MM) (“Mood Media”, the “Company” or “Mood”) is pleased to announce that it has
successfully completed its previously announced plan of arrangement under the Canada Business Corporations Act (the
“Arrangement”) with affiliates of several of its key stakeholders, including an affiliate of certain funds managed by
affiliates of Apollo Global Management, LLC (NYSE:APO) and funds advised or sub-advised by GSO / Blackstone Debt Funds Management
LLC or its affiliates (including funds advised by FS Investments and sub-advised by GSO / Blackstone Debt Funds Management LLC or
its affiliates), implementing those transactions described in the Company’s management information circular dated May 18, 2017.
Further, and in connection with the Arrangement, the Company has completed its continuance from Canada and its domestication into
Delaware.
The Arrangement and related transactions resulted in, among other things: (a) the acquisition and redemption of all issued
outstanding common shares of the Company (the “Common Shares”) for C$0.17 per share; (b) the exchange of the Company’s
US$350 million aggregate principal amount 9.25% senior unsecured notes due 2020 (the “Notes”) for (i) up to 175 new common
shares of the Company (the “New Company Common Shares”) and (ii) US$500 new second lien notes of a wholly-owned Delaware
subsidiary of the Company, each per US$1,000 principal amount of Notes exchanged; (c) the issuance of approximately 50 million New
Company Common Shares to holders of Notes that participated in the previously announced New Capital Offering, the details of which
were set out in the Company’s June 15, 2017 press release; (d) the refinancing of the Company’s existing US$250 million first lien
credit facility with a new US$307.6 million first lien credit facilities; (e) the satisfaction and discharge of the indenture
governing the US$50 million aggregate principal amount 10% senior unsecured notes due 2023 of the Company’s subsidiary, Mood Media
Group S.A., including providing for the redemption of such notes on August 6, 2017; and (f) the continuance and domestication of
the Company from Canada to Delaware. In connection with the Arrangement, the Company has ceased to be a reporting issuer in Canada
and the Common Shares will be promptly delisted from the Toronto Stock Exchange.
“The completion of this transaction will improve Mood Media’s financial position and allow us to further bring to life our
long-term growth and market leadership initiatives and invest in new, strategic opportunities that strengthen our business,” said
Steve Richards, President and Chief Executive Officer of Mood Media. “We look forward to working with Apollo, GSO and partners to
further strengthen Mood’s position as the global leader in delivering Customer Experience solutions. This is an exciting next
chapter for the Company, our clients and our partners.”
“We are thrilled to expand our relationship with Mood Media. We believe that with an improved capital structure, the Company
will be well positioned to grow and innovate,” said David Sambur, Senior Partner at Apollo. “We look forward to working with the
Mood team to further advance the Company’s strategic direction and capitalize on the tremendous opportunities ahead.”
Former registered holders of Common Shares should send their completed and executed letters of transmittal and Mood Media share
certificates to the depositary, Computershare Trust Company of Canada, in order to receive the consideration to which they are
entitled to under the Arrangement. A copy of the letter of transmittal is available under Mood Media’s profile on SEDAR at www.sedar.com.
Advisors
Allen & Co. acted as financial advisor to Mood Media in connection with the transaction and Stikeman Elliott LLP and
Kirkland & Ellis LLP acted as Mood Media’s legal advisors. Origin Merchant Partners was retained by the board and the special
committee of Mood Media to provide various opinions as to the fairness of the transaction and to prepare a formal valuation in
respect of the Common Shares. Credit Suisse acted as financial advisor to Apollo in connection with the Transaction and Paul,
Weiss, Rifkind, Wharton & Garrison LLP, Goodmans LLP and Akin Gump Strauss Hauer & Feld LLP acted as Apollo and GSO’s legal
advisors.
About Mood Media Corporation
Mood Media Corporation is the global leader in elevating Customer Experiences. With more than 500,000 active client locations
around the globe, Mood combines sight, sound, scent, social mobile technology and systems to create greater emotional connections
between brands and consumers. Mood’s clients include businesses of all sizes and market sectors, from the world’s most recognized
retailers and hotels to quick-service restaurants, local banks and thousands of small businesses. For more details: http://us.moodmedia.com/.
Mood Media Corporation
Investor Inquiries:
Randal Rudniski, +1 512-592-2438
randal.rudniski@moodmedia.com
or
Media Inquiries:
Scott Moore, +1 512-583-8686
scott.moore@moodmedia.com
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