Mood Media Corporation has completed its previously announced acquisition of Muzak Holdings LLC for US$345 million including net debt repaid on closing.

Mood Media’s acquisition of Muzak 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.

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.