Mood Media Corporation Closes Private Placement Offering

TORONTO, Oct. 19, 2012 /PRNewswire/ - Mood Media Corporation (ISIN: CA61534J1057)  (TSX:MM / LSE AIM:MM) ("Mood Media" or the "Company"), announced today that it has closed its previously announced offering of US$350 million aggregate principal amount of senior unsecured notes by way of private placement (the "Notes"). The Notes are due October 15, 2020 and bear interest at an annual rate of 9.25%.

The Notes were 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.

Mood Media used the net proceeds of the private placement to repay $140 million of existing indebtedness under its first-lien credit facility, repay its second lien credit facility in its entirety, finance an acquisition and for general corporate purposes.

Also in connection with the closing of the private placement, Mood Media announced today that amendments to its existing first lien credit facility became effective.  The first lien credit facility was amended to, among other things: (i) permit the incurrence of the debt represented by the Notes; (ii) revise the financial maintenance covenants contained therein, including, removing the maximum total leverage ratio financial maintenance covenant, adding a maximum senior secured leverage ratio financial maintenance covenant, reducing the minimum interest coverage ratio financial maintenance covenant and providing for customary equity cure rights related to financial maintenance compliance; and (iii) increase the size of Mood Media's first lien revolving credit facility from $20 million to $25 million.

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.

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