Bison Capital Completes Strategic Investment in Cinedigm

Cinedigm Corp. (NASDAQ: CIDM) has announced that on November 1, 2017, the Company consummated the transactions contemplated by a Stock Purchase Agreement dated June 29, 2017, between Cinedigm and Bison Entertainment Investment Limited, the wholly owned subsidiary of Bison Capital Holding Company Limited. Bison Capital is a Hong Kong-based investment company with a focus on the media and entertainment, healthcare and financial service industries. Founded by Mr. Peixin Xu in 2014, Bison Capital has made multiple investments in film and TV production, film distribution and entertainment-related mobile Internet services, including Bona Film, Xunlei and Weiying Technologies.

Cinedigm Corp. has sold 20,000,000 shares of Cinedigm’s Class A common stock, par value USD$0.001 per share, for an aggregate purchase price of $30,000,000, of which 19,666,667 Shares were sold to Bison and 333,333 Shares were sold to Cinedigm’s Chairman and CEO, Chris McGurk. The Company has also completed an exchange agreement with holders representing approximately 99% by principal amount of the Company’s outstanding 5.5% Convertible Senior Notes due 2035 to exchange the outstanding Notes for cash, securities of the Company or a combination thereof.

Bison Capital now beneficially owns a majority of the outstanding Class A Common Stock and, effective immediately, has designated Mr. Peixin Xu and Mr. Peng Jin, both Directors of Bison Capital, to join the Company’s Board of Directors.

In addition, Bison Capital has committed to provide the Company with a $10 million loan for working capital purposes within 60 days of today’s closing, and the Company and Bison Capital plan to work together to use the funds to strengthen the long-term growth prospects of the Company.

The proceeds from the sale of the Shares will be used to fund the cash portions of the Notes Exchange and to redeem all remaining Notes not subject to the Notes Exchange, as well as for working capital and other general corporate purposes.

“Under the leadership of Peixin Xu, Bison Capital has become a major force in the media and entertainment business in China,” said Chris McGurk, Cinedigm Chairman and CEO. “We believe Bison Capital’s significant investment and potential additional refinancing and debt retirement, along with the numerous strategic opportunities they bring to the table, will be transformative for the Company, solidifying our position as the leading independent content distributor in North America and opening up significant new growth opportunities for our content, OTT channel/services and digital cinema businesses in China, as well as other emerging markets. We are also very pleased to have completed the exchange transaction with the holders of our Convertible Senior Notes who surrendered $46.3 million in Notes, significantly strengthening our balance sheet. In a series of transactions over the last 10 months, we have now retired $63.5 million of Notes in total.”

Regions Securities LLC acted as exclusive financial advisor and Kelley Drye & Warren LLP acted as legal counsel to Cinedigm. Jones Day advised Bison Capital regarding these transactions.

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