Mood Media Corporation Announces Fully Backstopped US$50M Private Placement of Mood Media Group Notes

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Proceeds to be Used to Repay Existing Convertible Debentures at October 31, 2015 Maturity

TORONTO, May 12, 2015 /CNW/ - Mood Media Corporation ("Mood Media", "Mood" or the "Company") (TSX:MM), is pleased to announce today its intention to offer US$50 million aggregate principal amount of 10% Senior Unsecured Notes due September 18, 2023 (the "MMG Notes") of Mood Media Group SA ("MMG"), its indirect wholly owned Luxembourg subsidiary that holds Mood Media's international operations, by way of private placement (the "Private Placement"). Certain holders of Mood's outstanding 10% Convertible Unsecured Subordinated Debentures due October 31, 2015 ("Convertible Debentures") have agreed to provide a backstop in respect of the full amount of the Private Placement.

The net proceeds from the Private Placement will be used to repay Mood Media's Convertible Debentures at maturity. To the extent the Private Placement proceeds applied are not sufficient to fully pay the amounts required in connection with the repayment of the Convertible Debentures, Mood Media will satisfy such deficiency in cash and/or, subject to the approval of the TSX, Mood Media common shares in accordance with the applicable indentures governing the Convertible Debentures. Mood Media will notify holders of the Convertible Debentures of the specifics of the repayment at the required time under the terms of the applicable indentures.

"This announcement is a major milestone on the road to implementing a durable and efficient capital structure for Mood Media", said Tom Garrett, EVP & CFO of Mood Media. "The backstop agreement means we have a fully committed $50 million arrangement to repay at maturity the convertible debenture principal outstanding. Furthermore, the 8-year tenor of the new notes means that Mood has no debt maturity until 2019, providing ample runway to more fully implement our business transformation program." 

Steve Richards, Mood Media President & CEO added, "We are excited about this transaction.  It is the culmination of months of diligent efforts to improve the capital structure profile of Mood Media. This transaction delivers upon yet another of Mood's commitments, to finalize a solution for the convertible debentures in advance of their maturity in October 2015. We can now look forward to accelerated execution of our strategic plan to enhance growth, generate free cash flow, integrate our global platforms, and deliver new and compelling solutions for our clients while enhancing shareholder value. We remain committed to delivering on the strategic priorities outlined in the fourth quarter of 2013 when we began our transformation of Mood Media.  We have been relentless in our focus and in ensuring greater accountability across our business for the benefit of all Mood stakeholders".

Persons subscribing for MMG Notes in the Private Placement will also receive Mood Media common share purchase warrants (the "Warrants"). The number of Warrants a person subscribing for MMG Notes will receive for every $1.00 of principal amount of MMG Notes subscribed for will vary and be based on the date on which such person subscribes. The Warrants will have an exercise price of Cdn$0.80 per Mood Media common share and a term of 8 years from the date of issue. Pursuant to the Private Placement and the Backstop Agreement, an aggregate of 21.7 million Warrants will be issued.

In connection with the Private Placement Mood Media and MMG has entered into a backstop agreement (the "Backstop Agreement") with certain holders of its Convertible Debentures, namely funds managed by Wingspan Investment Management LP, Tålamod Asset Management LP and Arbiter Partners Capital Management LLC (collectively, the "Backstop Parties"). Under the Backstop Agreement, Mood and MMG may exercise a put option (the "Backstop Put Option") to require the Backstop Parties to purchase the full amount of the Private Placement. In exchange for the Backstop Put Option, the Backstop Parties will receive a put option payment equal to 4% of the Private Placement, up to 50% of which may be payable in cash and the remainder of which will be payable in Mood Media common shares (at C$0.8044 per share), at the election of the Backstop Parties. A maximum of 5 million Mood Media common shares may be issued to the Backstop Parties as part of the Backstop Put Option payment. The Backstop Parties will receive at least 0.434 Warrants for every $1.00 of principal amount of MMG Notes they acquire. The Private Placement will not materially affect control of Mood Media. A copy of the backstop agreement will be made available under Mood's profile on www.sedar.com.

The Private Placement is expected to close on or about September 18, 2015, subject to the satisfaction of certain customary conditions. The TSX has granted its conditional listing approval in respect of the common shares issuable to the Backstop Parties and underlying the Warrants issued in the Private Placement.

The MMG Notes will be offered and sold, and the issuance of the Warrants distributed to, persons permitted to purchase securities on a private placement basis in accordance with applicable Canadian and U.S. securities laws. The MMG Notes and Warrants have not been and are not intended to be registered under the securities laws of any jurisdiction and may not be offered or sold absent registration or applicable exemptions from registration under applicable securities laws.

This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy the MMG Notes or the Mood Media Warrants in any jurisdiction, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration and qualification under the securities laws of any such jurisdiction. The securities being offered have not been approved or disapproved by any regulatory authority. The MMG Notes, the Warrants and Mood common shares have not been registered under the United States Securities Act of 1933 (the "1933 Act") and may not be offered or sold in the United States or to United States person except pursuant to an effective registration statement filed pursuant to the 1933 Act or pursuant to an exemption or exclusion from the registration requirements of the 1933 Act.

About Mood Media Corporation

Mood Media Corporation (TSX:MM), is one of the world's largest designers of in-store consumer experiences, including audio, visual, interactive, scent, voice and advertising solutions. Mood Media's solutions reach over 150 million consumers each day through more than half a million subscriber locations in over 40 countries through Mood Media Corporation's client base includes more than 850 U.S. and international brands in diverse market sectors that include: retail, from fashion to financial services; hospitality, from hotels to health spas; and food retail, including restaurants, bars, quick-serve and fast casual dining. Our marketing platforms include 77% of the top 100 retailers in the United States and all of the top 50 quick-serve and fast-casual restaurant companies.

For further information about Mood Media, please visit www.moodmedia.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements. The words "believe", "expect", "anticipate", "estimate", "intend", "may", "will", "would" and similar expressions and the negative of such expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are subject to important assumptions, including the following specific assumptions: the completion of the proposed Private Placement and the Backstop Agreement in accordance with their respective terms; general industry and economic conditions; and changes in regulatory requirements affecting the businesses of Mood Media. The proposed Private Placement may not be completed or may not be completed on the same terms as previously announced. While Mood Media considers these factors and assumptions to be reasonable based on information currently available, they may prove to be incorrect. Historical performance may not be indicative of future performance. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements. Such factors include, but are not limited to: the impact of general market, industry, credit and economic conditions, currency fluctuations as well as the risk factors identified in in Mood Media's management discussion and analysis dated March 12, 2015 and Mood Media's annual information form dated March 31, 2015, both of which are available on www.sedar.com.

Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. All of the forward-looking statements made in this press release are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Mood Media.

Forward-looking statements are given only as at the date hereof and Mood Media disclaims any obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable laws.

SOURCE Mood Media Corporation

Investor Inquiries: Randal Rudniski, Mood Media Corporation, Tel: [phone], Email: [email protected]; Media Inquiries: Sumter Cox, Mood Media Corporation, Tel: [phone], Email: [email protected]