NBC Supports Stingray Acquisition of Newfoundland

Stingray Digital Group entered the radio market with the purchase of Newfoundland Capital, a Canadian radio broadcaster, in a transaction valued at $506 million. Newfoundland is an addition to Stingray’s current offering, which includes specialty television channels and multiplatform music and video services.

Stingray currently has in place a $100 million credit facility with a syndicate of financial institutions. Concurrently with the announcement of the transaction, Stingray entered into an underwritten financing with National Bank of Canada as sole lead arranger and sole bookrunner, providing for:

• A senior secured revolving credit facility in the maximum amount of $300 million to amend and restate the credit facility, and maturing on the third anniversary of the closing date of the transaction

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• A senior secured non-revolving term credit facility consisting of a maximum principal amount of $150 million available as a single drawdown and also maturing on the third anniversary of the closing date of the transaction

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“This transaction with NCC comes after months of careful review,” said Eric Boyko, president, co-founder and CEO of Stingray. “It represents a considerable milestone for Stingray — positioning us as Canada’s largest public independent media company — and a valuable opportunity for our stakeholders.”

The transaction is being funded through a combination of:

• $83 million bought deal public offering of subscription receipts of Stingray proceeds of up to $12 million pursuant to an over-allotment option

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• $40 million private placement of subscription receipts of Stingray at a price of $10.40 per private placement subscription receipt with the Caisse de dépot et placement du Québec and additional gross proceeds of up to $6 million in the event the over-allotment option is exercised

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• $17 million in subscription receipts through the exercise by members of the Boyko Group of subscription rights attached to their multiple voting shares of Stingray

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• $40 million through a share exchange as part of the consideration payable to NCC shareholders

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• $450 million of new committed credit facilities.

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