AUSTIN, TX, June 28, 2017 – 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.
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: https://us.moodmedia.com/.
For more information please contact:
Mood Media Corporation
Tel: +1 (512) 592 2438
Mood Media Corporation
Tel: +1 (512) 583 8686