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Mood Media Announces Acquisition of All Outstanding Common Shares and Comprehensive Solution for Debt Obligations

Paul, Weiss is representing certain noteholders of Mood Media Corporation, including funds managed by affiliates of Apollo Global Management, LLC and funds advised or sub-advised by GSO Capital Partners LP or its affiliates, in connection with an arrangement under the Canada Business Corporations Act. Under the terms of the arrangement, subject to shareholder, noteholder and court approvals, (a) all of the issued and outstanding common shares of Mood Media will be acquired for cash, (b) $350 million aggregate principal amount of Mood Media’s 9.25% senior notes will be exchanged for newly-issued second lien notes and new common shares, and (c) Mood Media’s other significant debt obligations will be refinanced, restructured or redeemed. In connection with the transaction, Mood Media will refinance its existing first lien credit facility with a new $315 million first lien credit facility. The price per common share represented a 162 percent premium over the closing price of the common shares of Mood Media on the Toronto Stock Exchange on April 12, and a 149 percent premium over the 20-day volume weighted average trading price on the TSX for the period prior to and including such date. Mood Media is an international in-store provider of music, digital signage, hold music, on-hold messaging, scent, integrated Audio/Video, and interactive mobile marketing solutions.

The Paul, Weiss team included, among others, corporate partners Gregory Ezring, Ross Fieldston, Brad Finkelstein, Manuel Frey, Terry Schimek and John Scott and counsel Matthew Goldstein, David Levine and Edward So; tax partner Brad Okun; intellectual property partner Chuck Googe; entertainment counsel Carolyn Casselman; real estate partner Mitchell Berg; litigation partner Lewis Clayton; international trade counsel Richard Elliott and Peter Jaffe; employee benefits partner Lawrence Witdorchic; and environmental counsel William O’Brien.

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