Affiliates of funds managed by GSO Capital Partners LP (‘GSO') and Apollo Global Management, LLC (NYSE:APO) (‘Apollo') and certain other key stakeholders entered into an agreement to acquire Mood Media Corporation (TSX:MM) (‘Mood') from Arbiter Partners Capital Management, LLC and other shareholder for CAD 31.8 million on April 13, 2017. The consideration comprises CAD 0.17 in cash per common share. Arbiter Partners Capital Management will reinvest all of the consideration received in respect of its common shares in the transaction for approximately 4.63 million new company shares. Arbiter will receive an additional 1.03 million new shares in consideration for its commitment to reinvest such amounts. Mood Media may be required to pay a fee of CAD 1.5 million in the event of termination of the transaction under certain circumstances.

In connection with the transaction, Mood's $350 million (CAD 466.02 million) aggregate principal amount 9.25% senior unsecured notes due 2020 will be exchanged for consideration, per $1,000 (CAD 1,331.48) principal amount, consisting of $500 (CAD 665.74) principal amount of newly issued second lien notes and up to 175 new common shares of Mood, as well as additional consideration, to the extent applicable, in connection with the new equity issuance. In addition, Mood will refinance its existing $250 million (CAD 332.87 million) first lien credit facility with a new $315 million (CAD 419.42 million) first lien credit facility to be provided by funds and accounts managed by HPS Investment Partners, LLC. The proceeds of the credit facility will be used to redeem the $50 million (CAD 66.57 million) aggregate principal amount 10% senior unsecured notes due 2023 of Mood's subsidiary, Mood Media Group S.A., in accordance with the indenture governing their terms.

As part of the transaction, Mood will be re-domiciled from Canada to Delaware. Following completion of the transaction, the Mood Board will be comprised of directors nominated by an affiliate of funds affiliated with Apollo and certain funds advised or sub-advised by GSO, as well as Steve Richards, President and Chief Executive Officer. It is also anticipated that, following the completion of the transaction, Mood will cease to be a reporting issuer under applicable Canadian securities laws and its securities will be delisted from the TSX.

The Board of Directors of Mood Media has unanimously approved the transaction. A special committee of independent directors of Mood also approved the transaction. The transaction is subject to approval of Ontario court as well as the approval of at least two-thirds of the votes cast by Mood Media shareholders and a majority of the votes cast by disinterested Mood Media shareholders, approval by holders of at least two-thirds of the aggregate principal amount of senior unsecured notes, credit facility refinancing and the satisfaction of certain other customary conditions. Shareholders holding approximately 17.6% of the outstanding Mood common shares, including certain of the directors and executive officers have entered into voting and support agreements pursuant to which such shareholders have agreed, subject to the terms and conditions of such agreements, to vote in favor of the transaction. Additionally, pursuant to the terms of the agreement, the parties have agreed that the approximately 68%, or $238 million (CAD 316.89 million), of the aggregate principal amount of senior unsecured notes beneficially owned, in the aggregate, by certain investment funds affiliated with Apollo and certain funds advised or sub-advised by GSO, respectively, will be voted or caused to be voted in favor of the transaction. The transaction is expected to close in June 2017. On June 15, 2017, Mood Media's shareholders and holders of the 9.25% senior unsecured notes both approved the transaction. Over 99% of the common shares of Mood Media that voted at the Shareholder Meeting voted in favour of each of the special resolution approving the Arrangement and the special resolution approving the Continuance and Domestication. In addition, over 98% of the common shares of Mood Media held by minority Shareholders that voted at the Shareholder Meeting voted in favour of the special resolution approving the Arrangement. All of the 9.25% senior unsecured notes due 2020 of Mood Media that voted at the Noteholder Meeting voted in favour of the transaction. Mood Media will apply for a final order of the Ontario Superior Court of Justice for approval of the transaction on June 20, 2017, and, subject to receipt of court approval and all other conditions to the Arrangement being satisfied or waived, including certain regulatory approvals, Mood Media expects that the Arrangement will close on or about June 28, 2017.

Allen & Co. acted as financial advisor and Jeffrey Singer, J.R. Laffin, Aaron Sigal, Paul Neville, Craig Mitchell, Matthew Hunt, Michael Kilby, Shawn Neylan, David Byers, Alex Rose, Kathryn Esaw, John Lorito and Shawn Smith of Stikeman Elliott LLP and Kirkland & Ellis LLP as legal advisors to Mood Media. Origin Merchant Partners provided fairness opinion to the Board and Special Committee of Mood Media. Credit Suisse (SWX:CSGN) acted as financial advisor to Apollo and Ross A. Fieldston, Jeffrey D. Saferstein, Gregory A. Ezring, Brad J. Finkelstein, Manuel Frey, Terry Schimek, John Scott, Tracey Zaccone Matthew Goldstein, David Levine, Edward So, Chuck Googe, Carolyn Casselman, Mitchell Berg, Lewis Clayton, Richard Elliott, Peter Jaffe, Lawrence Witdorchic, William O'Brien and Brad Okun of Paul, Weiss, Rifkind, Wharton & Garrison LLP, Goodmans LLP and Daniel Fisher of Akin Gump Strauss Hauer & Feld LLP acted as legal advisors to Apollo and GSO.

Affiliates of funds managed by GSO Capital Partners LP (‘GSO') and Apollo Global Management, LLC (NYSE:APO) (‘Apollo') and certain other key stakeholders completed the acquisition of Mood Media Corporation (TSX:MM) (‘Mood') from Arbiter Partners Capital Management, LLC and other shareholder on June 28, 2017.