Mood Media Corporation (ISIN: CA61534J1057) (TSX:MM/ LSE AIM:MM) (“Mood Media”) announced today that it has completed its previously announced acquisition of Muzak Holdings LLC (“Muzak”) for US$345 million including net debt repaid on closing (the “Muzak Acquisition”).
Mood Media’s acquisition of Muzak, whose suite of brand enhancing music, voice and digital offerings reach more than 100 million people every day, creates a global in-store media provider servicing over 470,000 commercial locations in over 39 countries. On a pro forma basis the newly combined company has trailing last twelve months (LTM) revenue of approximately US$400 million and trailing LTM EBITDA in excess of US$100 million.
Lorne Abony, CEO and Chairman of Mood Media, commented: “We are delighted to complete this transformative acquisition, which enables us to become a truly global leader in this space. We are excited and eager to begin realizing the significant growth opportunities and synergies in a combination that will benefit both our customers and our shareholders.”
Mood Media satisfied the US$345 million purchase price as follows: (i) approximately US$305 million in cash, (ii) by the issue of US$5 million 10% convertible unsecured subordinated debentures having an exercise price of US$2.43 per common share and maturing on October 31, 2015, and (iii) as to remainder, by the grant of warrants to purchase 4,407,543 common shares of Mood Media (representing approximately 3% of Mood Media’s fully diluted common shares), at an exercise price of US$3.50 and expiring five years from the date of issuance. Further consideration of up to a maximum of US$30 million in cash may be paid over the three years following closing in the event Mood Media achieves certain minimum EBITDA targets during such period.
In connection with closing and to refinance its existing bank debt, Mood Media has entered into new credit facilities with Credit Suisse Securities AG, as agent, consisting of a US$20 million 5-year revolving credit facility, a US$355 million 7-year first lien term loan and a US$100 million 7.5-year second lien term loan.
Also in connection with the closing of the Muzak Acquisition, Mood Media completed a private placement of 5,396,015 common shares at a subscription price of $2.51 per common share for gross proceeds of $13,543,997.65. The proceeds of the private placement were used by Mood Media to satisfy in part the cash consideration under the Muzak Acquisition, transaction expenses and for general corporate purposes.
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.
Operating through its two principal divisions; In-Store Media and Retail Point-of-Purchase, Mood Media Corporation works with more than 800 retail chains in more than 30 countries throughout North America, Europe, Asia and Australia.
Through its subsidiaries Mood Media and Mood Entertainment., Mood Media Corporation is driving growth of in-store media solutions across multiple markets.
Mood Media Corporation operates an international in-store media and music retail business with an extensive geographic footprint and a broad client base including several multinational blue chip organizations.
For more information on Mood Media Corporation visit www.moodmedia.com.
For over 75 years, Muzak has been at the forefront of the sensory branding industry. By acquiring, designing and delivering rich media-based solutions to clients worldwide, its services reach 100 million people every day. Through a national sales and service network, Muzak designs, delivers and installs custom music, voice messaging, Digital Signage networks, leading drive-thru equipment and professional sound systems to a variety of clients in multiple industries including retail, hospitality and restaurant.
For more information, visit www.muzak.com
Stock Exchange Matters
The common shares issued pursuant to the private placement, as well as those underlying the convertible debentures and warrants issued as partial consideration in connection with closing of the Muzak acquisition, have been conditionally approved for listing on the Toronto Stock Exchange, subject to satisfaction of the exchange’s customary conditions.
Application has been made to the London Stock Exchange for admission of the 5,396,015 new common shares issued pursuant to the private placement, which will rank pari passu in all respects with the existing common shares, to trading on AIM. It is expected that admission to AIM will become effective and that dealings in the new common shares will become effective on May 9, 2011.
Source: Mood Media Corporation