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Press release from PR Newswire

Mood Media Corporation Closes Private Placement Offering

Friday, October 19, 2012

Mood Media Corporation Closes Private Placement Offering15:50 EDT Friday, October 19, 2012 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. 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. 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: 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. 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. SOURCE Mood Media CorporationFor further information: <p> <b>Investor Enquiries</b> </p> <p> Randal Rudniski<br/> Mood Media Corporation<br/> Vice President, Investor Relations<br/> Tel: +1 (416) 565 9295<br/> Email: <a href="mailto:randal.rudniski@moodmedia.com">randal.rudniski@moodmedia.com</a> </p> <p> Dominic Morley<br/> Hannah Woodley<br/> Panmure Gordon (UK) Limited<br/> +44 20 7459 3600 </p> <p> <b>North America Media Enquiries</b> </p> <p> Sumter Cox<br/> Mood Media Corporation<br/> Director of Communications<br/> Tel: +1 (803) 242 9147 </p>