Proceeds to be Used to Repay Existing Convertible Debentures at October 31, 2015 Maturity
/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
TORONTO, Aug. 6, 2015 /CNW/ - Mood Media Corporation ("Mood Media", "Mood" or the "Company") (TSX:MM), is pleased to announce today the closing of its previously announced financing transaction of 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").
Purchasers of MMG Notes in the Private Placement also received Mood Media common share purchase warrants (the "Warrants"). The Warrants have an exercise price of Cdn$0.80 per Mood Media common share and a term of 8 years. An aggregate of 21.7 million Warrants have been issued as part of this 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 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
For further information: Investor Inquiries: Randal Rudniski, Mood Media Corporation, Tel: 512 592.2438, Email: firstname.lastname@example.org; Media Inquiries: Sumter Cox, Mood Media Corporation, Tel: 803 242.9147, Email: email@example.com