Fluid Music Canada Acquires Mood Media Group

On June 4, 2010, Fluid Music Canada, Inc., which changed its name to Mood Media Corporation (“Corporation”), completed the acquisition of all of the shares and debt of Mood Media Group SA (“Mood Media”) in consideration for €160 million. The Corporation satisfied the €160 million purchase price with €142 million in cash and €18 million in deferred consideration.

In connection with the acquisition of Mood Media, the Corporation completed a private placement of 37.5 million subscription receipts at a price of $1.60 per subscription receipt for gross proceeds of $60 million. The subscription receipt offering was underwritten by BMO Capital Markets. The Corporation also entered into a new three‑year senior secured credit facility underwritten by Bank of Montreal for US$100 million comprised of a US$85 million term acquisition facility and a US$15 million working capital facility. The lenders in the senior secured credit facility are Bank of Montreal, Export Development Canada, HSBC Bank Canada and The Bank of Nova Scotia. The Corporation also entered into a three-and-a-half-year mezzanine acquisition facility with funds managed by West Face Capital Inc. for an additional US$41 million.

Stikeman Elliott LLP represented the Corporation with a team that comprised Jeffrey Singer, Amanda Linett, Timothy McCormick and Greg Herget (corporate/securities); Craig Mitchell, Mairi MacGillivray, Kelly O'Ferrall (banking) and John Lorito and Francesco Gucciardo (tax).

Davies Ward Phillips & Vineberg LLP acted as counsel for BMO Capital Markets in connection with the subscription receipt offering with a team that comprised Shawn McReynolds, Mindy Gilbert and Kateryna Yason (corporate). Davies also acted as counsel for Bank of Montreal and the syndicate of lenders in connection with the bank credit facilities with a team that comprised Carol Pennycook, Nicholas Williams, Derek Vesey and William Buchner (lending).

Fasken Martineau DuMoulin LLP acted as counsel for West Face Capital Inc. with a team comprised of John Torrey, David Johnson, David Ferris and Louise Kennedy.