SOURCE: Imperial Capital

Imperial Capital

August 12, 2009 16:38 ET

Imperial Capital Advises Cinedigm on Its Recapitalization and $75 Million Financing With Sageview Capital

LOS ANGELES, CA--(Marketwire - August 12, 2009) - Imperial Capital announced today the closing of the recapitalization of Access Integrated Technologies, Inc., doing business as Cinedigm Digital Cinema Corp. (NASDAQ: CIDM), ("Cinedigm" or "the Company"). Imperial Capital, LLC acted as financial advisor and sole placement agent to Cinedigm in the placement of $75 million of Senior Notes maturing in 2014. The financing was provided by Sageview Capital LP ("Sageview"), an investment firm with over $1 billion of assets under management and founded by two former executives of Kohlberg Kravis Roberts & Co., L.P.

Cinedigm, based in Morristown, NJ, is the leader in providing the services, experience, technology and content critical to transforming movie theaters into digital and networked entertainment centers. The Company is a technology and services integrator that works with Hollywood movie studios and exhibitors to bring movies in digital cinema format to audiences across the country. Cinedigm's digital cinema deployment organization, software, unique combined satellite and hard drive digital movie delivery network; pre-show in-theater advertising services; and distribution platform for alternative content such as CineLive® 3-D and 2-D sports and concerts, thematic programming and independent films provide a complete suite of services required to enable the digital theater conversion. www.cinedigm.com.

The financing significantly strengthens the Company's balance sheet, extends debt maturities, provides capital for the Company's continued growth, and introduces a key long-term investor to the Company. The new Senior Notes have an interest rate of 7.0% cash and 8.0% paid in kind per annum. In addition, Sageview received warrants for 35.3% of the fully diluted common shares outstanding at an initial exercise price of $1.37 per share, representing a 38.4% premium to CIDM's closing price on August 10, 2009. In addition, Imperial Capital, LLC helped the Company negotiate the purchase of its existing Senior Notes, which were due to mature in August 2010, at a 23% discount to par and raised $11.7 million of incremental liquidity to support the growth of the business.

"We engaged Imperial Capital due to their significant relationships with the institutional investment community and their experience in providing complex financing solutions and capital structure advisory to middle market companies," said Bud Mayo, Chief Executive Officer of Cinedigm.

Ned Gilhuly, a Managing Partner of Sageview Capital, said, "We are excited to be investing in Cinedigm, and we are confident that we can help the Company take advantage of the growth opportunities ahead. We believe the transformation of the theater exhibition industry from film to digital presents a significant and imminent opportunity and that Cinedigm has laid the groundwork to be a major beneficiary of that transition."

Allen Stern, Managing Director, Corporate Finance at Imperial Capital who initiated and led the transaction added, "We were pleased to have an opportunity to work with the management team of Cinedigm in identifying a great partner in Sageview Capital and structuring an optimal financing solution which minimized dilution for existing shareholders and provided the Company with sufficient excess liquidity to pursue its growth initiatives."

About Imperial Capital, LLC

Imperial Capital, founded in 1997, is a full-service investment banking firm with offices in Los Angeles, New York, and San Francisco. The firm currently employs over 160 professionals and offers a wide range of proprietary products and services to institutional investors, middle market companies, and private equity firms. Imperial Capital's investment banking group provides capital markets, M&A, capital structure, restructuring and recapitalization advisory services to middle market companies and private equity firms. Imperial Capital provides research and sales and trading of high yield and distressed debt securities, bank debt, convertible bonds, preferred stocks, and equities. More information about Imperial Capital and its investment banking services can be found at www.imperialcapital.com.

About Sageview Capital

Sageview Capital is a private investment fund founded in 2006 by Edward A. (Ned) Gilhuly and Scott M. Stuart, both formerly partners of Kohlberg Kravis Roberts & Co. (KKR). With over $1 billion in assets under management, the fund takes a private equity approach to investing in both public and private companies in North America and Europe, by focusing on long-term opportunities and supporting management as an active, engaged shareholder. Sageview has a select group of limited partners, including university endowments, large family offices, and non-profit foundations. It has offices in Greenwich, Connecticut, Palo Alto, California and Stockholm, Sweden. For more information on Sageview, log on to SageviewCapital.com