TORONTO, Ontario, October 9, 2012 - Mood Media
Corporation (ISIN: CA61534J1057)
(TSX:MM / LSE AIM:MM ("Mood Media" or the
"Company"), announced today its intention, subject to
market and other conditions, to offer approximately US$350
million aggregate principal amount of senior unsecured
notes by way of private placement (the "Notes").
The Notes will be offered and sold to qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and outside the United States in reliance on Regulation S under the Securities Act. The Notes have not been registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
The precise timing, size and terms of the offering are subject to market conditions and other factors. Mood Media intends to use the net proceeds of the private placement to repay existing indebtedness under its first-lien credit facility, repay its second lien credit facility in its entirety, finance a proposed acquisition and for general corporate purposes.
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 Notes in any jurisdiction, nor shall there be any sale of the Notes 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.
About Mood Media Corporation
Mood Media Corporation (TSX:MM/ LSE AIM:MM) is a leading in-store media specialist that uses a mix of music, visual and scent media to help its clients communicate with consumers with a view to driving incremental sales at the point-of-purchase.
Mood Media Corporation works with over 560,000 commercial locations in over 40 countries throughout North America, Europe, Asia and Australia.
Mood Media Corporation's products and services reach 100 million people every day in a broad client base including 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.
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 acquisition and the private placement in accordance with their respective terms; general industry and economic conditions; and changes in regulatory requirements affecting the businesses of Mood Media and the target company the Company proposes to acquire. The proposed acquisition and the 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 the Risk Factors section of the offering circular prepared and delivered by Mood Media in connection with the issuance of the Notes.
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.
Investor Enquiries
Randal Rudniski
Mood Media Corporation
Vice President, Investor Relations
Tel: +1 (416) 565 9295
Email: randal.rudniski@moodmedia.com
Dominic Morley
Hannah Woodley
Panmure Gordon (UK) Limited
+44 20 7459 3600
North America Media Enquiries
Sumter Cox
Mood Media Corporation
Director of Communications
Tel: +1 (803) 242 9147
The Notes will be offered and sold to qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and outside the United States in reliance on Regulation S under the Securities Act. The Notes have not been registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
The precise timing, size and terms of the offering are subject to market conditions and other factors. Mood Media intends to use the net proceeds of the private placement to repay existing indebtedness under its first-lien credit facility, repay its second lien credit facility in its entirety, finance a proposed acquisition and for general corporate purposes.
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 Notes in any jurisdiction, nor shall there be any sale of the Notes 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.
About Mood Media Corporation
Mood Media Corporation (TSX:MM/ LSE AIM:MM) is a leading in-store media specialist that uses a mix of music, visual and scent media to help its clients communicate with consumers with a view to driving incremental sales at the point-of-purchase.
Mood Media Corporation works with over 560,000 commercial locations in over 40 countries throughout North America, Europe, Asia and Australia.
Mood Media Corporation's products and services reach 100 million people every day in a broad client base including 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.
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 acquisition and the private placement in accordance with their respective terms; general industry and economic conditions; and changes in regulatory requirements affecting the businesses of Mood Media and the target company the Company proposes to acquire. The proposed acquisition and the 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 the Risk Factors section of the offering circular prepared and delivered by Mood Media in connection with the issuance of the Notes.
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.
Investor Enquiries
Randal Rudniski
Mood Media Corporation
Vice President, Investor Relations
Tel: +1 (416) 565 9295
Email: randal.rudniski@moodmedia.com
Dominic Morley
Hannah Woodley
Panmure Gordon (UK) Limited
+44 20 7459 3600
North America Media Enquiries
Sumter Cox
Mood Media Corporation
Director of Communications
Tel: +1 (803) 242 9147
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