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Published on 9/5/2019 in the Prospect News Convertibles Daily and Prospect News Distressed Debt Daily.

Matomy Media series A bondholder meeting postponed to Sept. 15

By Sarah Lizee

Olympia, Wash., Sept. 5 – Matomy Media Group Ltd. said the trustee of the series A bondholders postponed a bondholders meeting to Sept. 15 from Sept. 5.

As previously reported, the meeting was requested by a few series A bondholders to resolve a contingent demand of an immediate repayment of the bonds.

If the bondholders approve the resolution by a simple majority, the trustee will demand an immediate and full repayment of the bonds, provided that one of the following actions will not be taken within 30 days following the day of the publication of the results of such bondholders meeting:

• Partial early repayment of the bonds, in the amount of $5.5 million; or

• The shareholders who provided the letters of support, as was extended on Aug. 28, injects the funds necessary by the company to fully repay its obligations.

Background

In July, Matomy Media sent a letter to the trustee for its series A bonds arguing against a proposed bondholders meeting for approval of a contingent demand for immediate repayment of the bonds if $4.5 million is not paid within 45 days.

Matomy said its letter stipulated that the company and its officers had been working in the past few months to sell its holdings in Team Internet AG and to reduce expenses, to collect debt from different debtors and to negotiate a restructuring plan between the company and its stakeholders.

The company said these actions have been carried out for the benefit of all the stakeholders, but primarily for the benefit of the bondholders with an aim to facilitate an early repayment of the bonds.

However, Matomy said that, in light of difficulties raised in the negotiations for the sale of its Team Internet shares, it required more time in order to try and conclude the negotiations. At that time, the company said it was unable to estimate the exact amount of time needed to conclude the negotiations.

In addition, the company said it believes that a unilateral decision to demand an immediate repayment of the bonds may significantly prejudice the chances to complete the sale and the chances of receiving a consideration that would be enough to repay the bonds in full.

In light of the uncertainty in reaching a transaction for the sale of the shares and the implications for the company’s continued operations and ability to repay its debts when due, Matomy said the proposed early repayment to the bondholders may expose it to claims of prohibited preference of creditors, specifically the claims made by Rainmaker Investments GmbH related to an alleged debt.

According to the release, the company informed the bond trustee that if the bondholders still insist on their demand for an immediate early repayment, the repayment would have to be subject to an indemnification undertaking to repay the company the full amounts paid to the bondholders and to indemnify the company and its officers for any amount paid by them in connection with the early repayment.

Matomy said a refusal by the trustee to provide such an indemnification undertaking would not allow it to make an early repayment in any amount.

The company also said demanding early repayment would have implications in terms of ceasing trading in the company’s bonds.

In a separate release, Matomy said shareholders who provided letters of support related to the negotiations with stakeholders had agreed to extend their support up to Aug. 6.

Matomy Media Group is a Tel Aviv-based global media company.


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