Mood Media Announces Offer to Exchange Any and All Outstanding Adjusted LIBO Rate + 14.00% Second-Priority Senior Secured Notes due 2024 and Solicitation of Consents to Amend the Related Indenture

Austin, TX, May 28, 2019 – Mood Media Borrower, LLC and Mood Media Co-Issuer, Inc. (together, “Mood Media”) announced today that they have launched an 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”). In conjunction with the Exchange Offer, Mood Media is soliciting the consent of the holders of the Old Notes (the “Consent Solicitation”) to certain proposed amendments (the “Proposed Amendments”) to the indenture governing the Old Notes (the “Old Notes Indenture”) to, among other things, to eliminate or waive substantially all of the restrictive covenants, reporting requirements and certain events of default contained in the Old Notes Indenture, eliminate the requirement to make a 101% offer to repurchase the Old Notes upon the occurrence of a change of control, eliminate the provision of the Old Notes Indenture that requires future guarantors to guarantee the Old Notes and to release all of the collateral securing the Old Notes. Holders may not tender their Old Notes for exchange without delivering their consents, and holders may not deliver their consents without tendering their Old Notes for exchange.

In exchange for Old Notes validly tendered (and not withdrawn) prior to or at 12:00 midnight, New York City time, at the end of June 25, 2019 (such time and date, as the same may be extended or earlier terminated, the “Exchange Offer Expiration Time”) (if accepted by Mood Media), participating holders of Old Notes will be entitled to receive $1.00 in principal amount of New Notes per $1.00 principal amount of Old Notes so tendered (the “Exchange Consideration”).
In addition, any and all accrued and unpaid cash interest on account of the outstanding Old Notes exchanged for New Notes held by or on behalf of the holders of Old Notes that are not one or more investment funds managed by affiliates of Apollo Global Management, LLC (the “Apollo Sponsors”) and one or more investment funds affiliated with FS/KKR Advisor, LLC (the “FS Sponsors” and, together with the Apollo Sponsors, the “Sponsors”) that elect to participate in the Exchange Offer, shall be paid, at the option of such holder, in full either in cash or in-kind in the form of additional New Notes, subject to a cap on cash payments in respect of accrued and unpaid interest of approximately $3.1 million. In connection with the Exchange Offer and Consent Solicitation, the Sponsors have indicated that they will tender their respective Old Notes, or cause Old Notes beneficially owned by them to be tendered, and deliver, or cause to be

delivered, the related Consents and have agreed that any and all accrued and unpaid cash interest on account of the outstanding Old Notes held by such Sponsors and exchanged for New Notes shall be paid in full in-kind in the form of additional New Notes.

The Exchange Offer and Consent Solicitation are being made pursuant to an Offer to Exchange and Consent Solicitation Statement dated May 28, 2019 and a related Letter of Transmittal and Consent (together, the “Offer Materials”), which set forth a more detailed description of the Exchange Offer and Consent Solicitation. Holders of the Old Notes are urged to carefully read the Offer Materials before making any decision with respect to the Exchange Offer and Consent Solicitation.

The offer and issuance of the New Notes will not be 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 is being 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) (provided that holders of Old Notes in Pennsylvania or Utah must be “qualified institutional buyers” to be an “eligible holder”) 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 the Issuers 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 receive or review the Offering Memorandum or to participate in the Exchange Offer.

The following table summarizes important information relating to the Old Notes, the New Notes and the Exchange Offer. Tenders of the Old Notes may be withdrawn at any time prior to 12:00 midnight, New York City time, at the end of June 25, 2019 (the “Withdrawal Deadline”) but not thereafter, except to the extent Mood Media, as it determines necessary or to the extent required by law, provides additional withdrawal rights.

  1. Assumes all outstanding Old Notes are validly tendered and not withdrawn prior to or at the Exchange Offer Expiration Time and are accepted by Mood Media.
  2. Assumes all accrued and unpaid cash interest on account of the outstanding Old Notes validly tendered and not withdrawn pursuant to the Exchange Offer is paid in full in-kind in the form of additional New Notes, assuming a Settlement Date (as defined below) of June 25, 2019. If all accrued and unpaid cash interest on account of the outstanding Old Notes validly tendered and not withdrawn pursuant to the Exchange Offer by holders other than the Sponsors is paid in full in cash, assuming a Settlement Date of June 25, 2019, the principal amount of New Notes to be issued would be $237,015,574. A delay of one day to the assumed Settlement Date, assuming all accrued and unpaid cash interest on account of the outstanding Old Notes validly tendered and not withdrawn pursuant to the Exchange Offer is paid in full in-kind in the form of additional New Notes, would increase the principal amount of New Notes to be issued in the Exchange Offer by approximately $103,971. A delay of one day to the assumed Settlement Date, assuming all accrued and unpaid cash interest on account of the outstanding Old Notes validly tendered and not withdrawn pursuant to the Exchange Offer by holders other than the Sponsors is paid in full in cash, would increase the principal amount of New Notes to be issued in the Exchange Offer by approximately $86,778.
  3. Assumes no Additional Notes are issued prior to the consummation of the Exchange Offer. If the Additional Notes are issued prior to the consummation of the Exchange Offer (as described in the Offer Materials), the principal amount of New Notes to be issued would be up to $275,632,748.

The Exchange Offer and Consent Solicitation may be terminated or withdrawn at any time and for any reason, including if certain conditions described in the Offer Materials are not satisfied, subject to applicable law.

This announcement does not constitute a solicitation of any consent in respect of, or an offer to purchase, or a solicitation of an offer to sell, any securities. The Exchange Offer and Consent Solicitation are being made only pursuant to the Offer Materials. The Offer Materials for the Exchange Offer will be distributed to all holders of the Old Notes. Global Bondholder Services Corporation is acting as exchange agent for the Exchange Offer and Consent Solicitation. Requests for the Offer Materials may be directed to Global Bondholder Services Corporation at (212) 430-3774 (for brokers and banks) or (866) 470-3700 (for all others) or e-mail at contact@gbsc-usa.com.

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 terms and timing of the Exchange Offer and Consent Solicitation and the satisfaction or waiver of certain conditions of the Exchange Offer and Consent Solicitation. Forward-looking statements involve risks and uncertainties, including but not limited to investor response to the Exchange Offer and Consent Solicitation, 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.

Contact
Randal Rudniski
512-592-2438
randal.rudniski@moodmedia.com