AUSTIN, TX, June 15, 2017 – Mood Media Corporation (TSX:MM) (“Mood Media”, the “Company” or “Mood”) is pleased to announce that holders of the common shares of the Company (the “Shareholders”) and holders of the 9.25% senior unsecured notes due 2020 of the Company (the “Noteholders”, and with the Shareholders, the “Securityholders”) both overwhelmingly voted to approve the Company’s 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 (together with its consolidated subsidiaries, “Apollo”) (NYSE:APO) and funds advised or sub-advised by GSO Capital Partners LP or its affiliates (GSO Capital Partners LP, together with its affiliates, “GSO”) (including funds advised by FS Investments and sub-advised by GSO Capital Partners LP or its affiliates), at each of the Company’s special meeting of Shareholders (the “Shareholder Meeting”) and meeting of Noteholders (the “Noteholder Meeting”) held earlier today. Additionally, Shareholders voted to approve the continuance of the Company from Canada and its domestication in Delaware (the “Continuance and Domestication”), which is expected to occur following, and subject to, the completion of the Arrangement.
Over 99% of the common shares of the Company that voted at the Shareholder Meeting voted in favour of each of the special resolution approving the Arrangement and the special resolution approving the Continuance and Domestication. In addition, over 98% of the common shares of the Company held by minority Shareholders that voted at the Shareholder Meeting voted in favour of the special resolution approving the Arrangement. All of the 9.25% senior unsecured notes due 2020 of the Company that voted at the Noteholder Meeting voted in favour of the resolution approving the Arrangement. Details of the voting results will be filed under the Company’s profile on SEDAR at www.sedar.com.
The Company will apply for a final order of the Ontario Superior Court of Court of Justice (Commercial List) for approval of the Arrangement on June 20, 2017, and, subject to receipt of court approval and all other conditions to the Arrangement being satisfied or waived, including certain regulatory approvals, the Company expects that the Arrangement will close on or about June 28, 2017 (the “Effective Date”).
Securityholders with questions regarding the Arrangement can contact Kingsdale Advisors at 1-866-851-4179 or by email at firstname.lastname@example.org.
Participating Noteholder Funding Deadline
In connection with the New Capital Offering, the Company has, for the purposes of the Arrangement, set the Participating Noteholder Funding Deadline at 11:00 a.m. (Toronto time) on June 26, 2017, by which time each Participating Noteholder must deposit their Participating Noteholder Commitment Amount with Kingsdale Advisors in advance of the anticipated Effective Date. Further information and deposit instructions with respect to each Participating Noteholder’s participation in the New Capital Offering will be emailed to Participating Noteholders in the coming days.
All capitalized terms used in this press release and not otherwise defined herein have the meaning provided to them in the Company’s management information circular dated May 18, 2017, which is available under the Company’s profile on SEDAR at www.sedar.com.
About Mood Media Corporation
Mood Media Corporation (TSX:MM) 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: https://us.moodmedia.com/.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking information within the meaning of applicable Canadian securities laws which is based on the expectations, estimates and projections of management of the parties as of the date of this news release unless otherwise stated. The use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “objective”, “ongoing”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” and similar expressions are intended to identify forward-looking information. More particularly and without limitation, this press release contains forward-looking information concerning: the timing and anticipated receipt of court approval for the Arrangement; the ability of the parties to satisfy the other conditions to, and to complete, the Arrangement; and the anticipated timing for the closing of the Arrangement, the receipt of court approval and the anticipated Participating Noteholder Funding Deadline. In respect of the forward-looking information, the Company has provided such in reliance on certain assumptions that it believes are reasonable at this time, including the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary court approval; the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement; and other expectations and assumptions concerning the Arrangement. The anticipated dates provided may change for a number of reasons, including the inability to secure the necessary court approval in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Arrangement. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. Since forward-looking information addresses future events and conditions, by its very nature it involves inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Risks and uncertainties inherent in the nature of the Arrangement include the failure of the Company to obtain the necessary court approval, or to otherwise satisfy the conditions to the completion of the Arrangement, in a timely manner, or at all. Failure to so obtain such approvals, or the failure of the parties to otherwise satisfy the conditions to or compete the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all. In addition, if the transaction is not completed, and the Company continues as an independent entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources of the Company to the completion of transaction could have an impact on the Company’s current business relationships (including with future and prospective employees, customers, suppliers and partners) and could have a material adverse effect on the current and future operations, financial condition and prospects of the Company. Furthermore, the failure of the Company to comply with the terms of the arrangement agreement governing the Arrangement may result in it being required to pay certain fees to an affiliate of funds affiliated with Apollo and certain funds advised or sub-advised by GSO, the result of which could have a material adverse effect on the Company’s financial position. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on other factors that could affect the operations or financial results of the Company are included in reports on file with applicable Canadian securities regulatory authorities. The forward-looking information contained in this press release is made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
For more information please contact:
Mood Media Corporation
Tel: +1 (512) 592 2438
Mood Media Corporation
Tel: +1 (512) 583 8686