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MOOD MEDIA: Unsecured Creditors be Paid in Full in Prepack Plan

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Mood Media Corporation and its Debtor Affiliates proposed a joint prepackaged plan of reorganization for the resolution of the outstanding claims against and equity interests in the Debtors dated July 30, 2020.

Class 3 First Lien Claims totaling $301.7 million will receive (i) $200 million of new loans under the Exit Term Loan Facility; and (ii) 100% of the New Common Equity, subject to dilution by the Management Incentive Plan and the Warrants.

Class 4 Second Lien PIK Claims totaling $330.2 million will each receive its pro rata share of the warrants, subject to dilution by the Management Incentive Plan.

Class 5 General Unsecured Claims will (i) be paid in full in cash in the ordinary course of business, (ii) be Reinstated, or (iii) receive such other treatment as reasonably agreed to by the Debtors and the Required Consenting First Lien Lenders.

Class 8 Existing Equity Interests will be cancelled, released, and extinguished and will be of no further force or effect, and Holders of Existing Equity Interests will not receive any distribution on account of such Interests.

The Plan is being proposed as a joint plan of reorganization of the Debtors for administrative purposes only and constitutes a separate chapter 11 plan of reorganization for each Debtor. The Plan is not premised upon the substantive consolidation of the Debtors with respect to the Classes of Claims or Interests set forth in the Plan; provided that the Reorganized Debtors may consolidate Allowed Claims on a per Class basis for voting purposes.

SoundExchange and the Debtors agree that, on the Effective Date, SoundExchange shall receive an Allowed General Unsecured Claim in the amount of $5 million plus undisputed accrued and unpaid amounts due to SoundExchange in the ordinary course of business as of the Petition Date; provided, however, that, if Holders of Allowed Second Lien PIK Claims receive a recovery in excess of 25 percent as set forth in the Disclosure Statement, SoundExchange shall receive such additional amounts necessary such that its recovery is equal to the percentage recovery actually received by Holders of Allowed Second Lien PIK Claims. On a postpetition basis, the Debtors will pay undisputed accrued and unpaid amounts due to SoundExchange in the ordinary course.

The Reorganized Debtors shall enter into the Exit Term Loan Facility, the terms of which will be set forth in the Exit Term Loan Documents. Confirmation of the Plan will be deemed approval of the Exit Term Loan Facility and the Exit Term Loan Documents, and all transactions contemplated thereby, and all actions to be taken, undertakings to be made, and obligations to be incurred by the Reorganized Debtors in connection therewith, including the payment of all fees, indemnities, expenses, and other payments provided for therein and authorization of the Reorganized Debtors to enter into and execute the Exit Term Loan Documents and such other documents as may be required to effectuate the treatment afforded by the Exit Term Loan Facility.

A full-text copy of the Joint Prepackaged Plan of Reorganization dated July 30, 2020, is available at https://tinyurl.com/y2xnpapr from PacerMonitor.com at no charge.

Proposed Co-Counsel to the Debtors:

Matthew D. Cavenaugh
Veronica A. Polnick
Genevieve Graham
JACKSON WALKER L.L.P.
1401 McKinney Street, Suite 1900
Houston, Texas 77010
Telephone: (713) 752-4200
Facsimile: (713) 752-4221
E-mail: mcavenaugh@jw.com
vpolnick@jw.com
ggraham@jw.com

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Edward O. Sassower, P.C.
Joshua A. Sussberg, P.C.
Christopher T. Greco, P.C.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, New York 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
E-mail: edward.sassower@kirkland.com
joshua.sussberg@kirkland.com
christopher.greco@kirkland.com

– and –

W. Benjamin Winger
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle Street
Chicago, Illinois 60654
Telephone: (312) 862-2000
Facsimile: (312) 862-2200
E-mail: benjamin.winger@kirkland.com

About Mood Media Corp.

Mood Media Corporation is a global provider of in-store audio, visual, and other forms of media and marketing solutions to more than 400,000 commercial locations around the world and across a broad range of industries. Mood is an international business with operations in the United States and in over 40 other countries throughout the world.

On July 30, 2020, Mood Media Corp. and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 20-33768). The Debtor was estimated to have $500 million to $1 billion in assets and liabilities.

The Company’s international subsidiaries are not part of the Chapter 11 filing.

The Hon. Marvin Isgur is the case judge.

The Debtors tapped KIRKLAND & ELLIS LLP as bankruptcy counsel; PJ SOLOMON, L.P., as investment banker; and BERKELEY RESEARCH GROUP LLC as restructuring advisor. JACKSON WALKER L.L.P. is the local counsel. PRIME CLERK LLC is the claims agent.