Mood Media Announces Results of Exchange Offer and Consent Solicitation

Austin, TX, June 27, 2019 – Mood Media Borrower, LLC and Mood Media Co-Issuer, Inc. (together, “Mood Media”) announced today the results of the previously announced offer to exchange (the “Exchange Offer”) any and all of their validly tendered and accepted outstanding Adjusted LIBO Rate + 14.00% Second-Priority Senior Secured PIK Notes due 2024 (the “Old Notes”) for a like principal amount of Adjusted LIBO Rate + 14.00% Second-Priority Senior Secured PIK Notes due 2023 (the “New Notes”) and the related solicitation of consents of the holders of the Old Notes (the “Consent Solicitation”) to certain proposed amendments to the indenture governing the Old Notes.

Approximately $259.2 million, or 99.96%, of the aggregate principal amount of outstanding Old Notes were tendered in the Exchange Offer. Mood Media intends to settle the Exchange Offer on June 28, 2019.

In exchange for Old Notes validly tendered (and not withdrawn) prior to or at 12:00 midnight, New York City time, at the end of June 26, 2019, and accepted by Mood Media, participating holders of Old Notes are entitled to receive $1.00 in principal amount of New Notes per $1.00 principal amount of Old Notes so tendered. Mood Media expects to issue an aggregate of approximately $277.8 million principal amount of New Notes in exchange for accepted Old Notes, including New Notes issued in respect of accrued and unpaid interest on the Old Notes.

The offer and issuance of the New Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and are being offered and sold in reliance on the exemption from registration under the Securities Act set forth in Section 3(a)(9) of the Securities Act. The New Notes may not be transferred or resold except as permitted under the Securities Act and other applicable securities laws, pursuant to registration or exemption therefrom, as applicable.

The Exchange Offer was made, and the New Notes are being offered and issued, only (a) in the United States to holders of Old Notes who are ‘‘qualified institutional buyers’’ (as defined in Rule 144A under the Securities Act), (b) in the United States to holders of Old Notes who are “accredited investors” (as defined in Rule 501(a) of Regulation D under the Securities Act) and (c) outside the United States to holders of Old Notes who are persons other than U.S. persons in reliance upon Regulation S under the Securities Act. The holders of Old Notes who have certified to Mood Media that they are eligible to participate in the Exchange Offer pursuant to at least one of the foregoing conditions are referred to as “eligible holders.” Only “eligible holders” are authorized to participate in the Exchange Offer.


About Mood Media
Mood Media is a leading global provider of in-store audio, visual and other forms of media and marketing solutions in North America, Europe and Australia to more than 400,000 commercial locations across a broad range of industries including food retail, retail, hospitality, grocery, financial services, auto, and telecom. The Company generates revenue from multiple product and service offerings across more than 40 countries and is a media and marketing solutions provider to more than 850 North American and international brands.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of applicable federal securities laws. Forward-looking statements include, without limitation, statements regarding the timing of the Exchange Offer and Consent Solicitation. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from the forward-looking statements. You should not place undue reliance on forward-looking statements as a prediction of actual results. Mood Media expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

Randal Rudniski



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