DHX Media closes acquisition of Cookie Jar Entertainment

Acquisition Creates World's Largest Independent Library of Children's 
Entertainment Content and Strengthens Access to Digital Content Buyers 
HALIFAX, Oct. 22, 2012 /CNW/ - DHX Media Ltd ("DHX") (TSX: DHX), a leading 
independent international producer, distributor and licensor of mainly 
children's entertainment content, announces the closing of its previously 
announced deal to acquire the business of Cookie Jar Entertainment ("Cookie 
Jar") to create Canada's largest children's entertainment company. The 
combined company will own the world's most extensive independent library of 
children's entertainment, including more than 8,550 half hour episodes. 
Expected benefits of the transaction include the following: 


    --  Significantly strengthened capabilities in the rapidly growing
        digital segment;
    --  Broadened relationships with distributors including Amazon,
        Comcast, DISH, Hulu, Netflix, Samsung, Telmex and Vivendi;
    --  Creates substantial scale with the addition of Cookie Jar's
        approximately $56.7 million in revenue (unaudited, for the
        twelve month period ended May 31, 2012) for total combined
        trailing 12 month revenue of approximately $126.5 million(1);
    --  Greater diversification of revenue streams across operating
        segments with a greater proportion of revenue derived from
        higher margin segments;
    --  Combination of two portfolios of globally recognized brands
        that can be seen in approximately 160 countries;
    --  Increase to content library of children's programming by a
        factor of more than three times, from approximately 2,550 to
        approximately 8,550 half-hour episodes;
    --  Expanded global merchandising opportunities and licensing
        capabilities for DHX's owned properties as well as third-party
        brand management and licensing opportunities;
    --  Ability to programme Cookie Jar TV on the CBS network in the
        United States on Saturday mornings;
    --  Significant cost synergies, currently estimated to be $8
        million annually, resulting from a consolidation of locations,
        marketing efficiencies and the integration of operations;
    --  Improved market position and negotiating strength; and
    --  Increased market capitalization may increase potential investor
        audience and potential for improved liquidity in shares.

___________________________

  1. DHX Media: 12 months ended March 31, 2012.  Cookie Jar: 12 months
     ended May 31, 2012.


DHX acquired the outstanding shares of a newly formed company holding the 
assets and select liabilities comprising the business of Cookie Jar for 
consideration consisting of 36,044,492 common shares of DHX, subject to 
adjustment in the event either party is entitled to indemnification, and cash 
of $5 million, and the assumption of $65.5 million of existing debt of Cookie 
Jar (the "Acquisition"). 
New Credit Facilities 
Concurrently with the closing of the Acquisition, DHX entered into a new 
syndicated credit facility arranged by a Canadian chartered bank to replace 
the existing indebtedness of DHX and Cookie Jar, other than 
production-specific financing obtained by DHX and Cookie Jar's subsidiaries 
(the "Credit Financing"). The Credit Financing consists of two senior 
secured credit facilities (the "Credit Facilities") in an aggregate principal 
amount of up to $70 million, including a term loan credit facility in the 
aggregate amount of $50 million (the "Term Facility") and a revolving loan 
credit facility in the aggregate amount of up to $20 million (the "Revolving 
Facility"). The Term Facility will be used to repay certain indebtedness of 
DHX and its subsidiaries, including certain indebtedness of Cookie Jar assumed 
as part of the Acquisition, and to pay fees and expenses incurred in 
connection with the Acquisition. The Revolving Facility will be available 
for working capital and general corporate purposes with $5.5 million to be 
drawn down from it at closing. 
As previously disclosed in the Company's Management Information Circular 
relating to the shareholder approval of the Acquisition, the Term Facility 
will mature four years from the closing date of the Credit Facilities and is 
subject to annual amortization payments (as a percentage of the initial amount 
of the Term Facility) beginning at 7% in 2013 with annual increases taking it 
to 13 % in 2016, with the balance payable in full on the maturity date. The 
Revolving Facility is payable in full on the maturity date of the Term 
Facility. 
Shares Outstanding Now Total 102,120,489 
Upon the closing of the Acquisition, the Subscription Receipts issued by DHX 
pursuant to the bought deal prospectus offering that closed on October 3, 
2012, were exchanged for common shares of DHX, resulting in the issuance of 
13,002,000 additional common shares. The net proceeds of the offering of 
$18,292,820, after deducting the balance of the underwriter's fee, were 
released from escrow and used by DHX to pay down a portion of the Cookie Jar 
indebtedness assumed on the closing of the Acquisition. Accordingly, 
including the common shares issued as partial consideration for the 
Acquisition, the Company now has 102,120,489 common shares outstanding. 
Certain investment entities that are directly or indirectly managed or 
controlled by Birch Hill Equity Partners Management Inc. ("BHEP") hold 
23,645,671 of the common shares issued as partial consideration for the 
Acquisition and 4116372 Canada Inc. ("4116372"), the parent company of Cookie 
Jar, which is indirectly controlled by BHEP, holds 4,718,124 of the common 
shares issued as partial consideration for the Acquisition. Accordingly, 
BHEP directly or indirectly owns or controls 28,363,795 common shares, 
representing approximately 27.8% of the Company's outstanding common shares. 
BHEP has advised the Company that BHEP and 4116372 hold or control these 
shares for investment purposes, and may, subject to compliance with the 
Support, Standstill and Investor Rights Agreement among the Company, BHEP and 
the Birch Hill investment entities that hold common shares, acquire further 
common shares of the Company, or dispose of their holdings of common shares of 
the Company, both as investment conditions warrant. Further information with 
respect to the information in this paragraph (including a copy of the early 
warning report to be filed with Canadian securities regulators in connection 
with this transaction) can be obtained by contacting: Lori Evans at 100 
Wellington Street West, CP Tower, Suite 2300, PO Box 22, Toronto, ON M5K 1A1, 
(416) 775-3833. 
For more information and a management presentation on the transaction, please 
go to: 
http://investorrelations.dhxmedia.com/docs/investorrelations/Financials_and_MDA
/DHX%20Investor%20Presentation%20-%20Aug%2020%202012.pdf 
About DHX Media Ltd.: 
DHX Media (www.dhxmedia.com) is a leader in the creation, production and 
licensing of family entertainment rights. DHX Media owns, markets and 
distributes over 8,000 half hours of children's entertainment content, and 
exploits owned properties through its consumer products licensing business. 
DHX Media is recognized for brands such as Caillou, Busytown Mysteries, 
Inspector Gadget, Johnny Test, Animal Mechanicals, Kid vs. Kat, Super WHY!, 
Rastamouse, and Yo Gabba Gabba. The company also provides programming for 
Cookie Jar TV, the weekend morning block on CBS. DHX Media's full-service 
international licensing agency, Copyright Promotions Licensing Group, (CPLG), 
represents numerous entertainment, sport and design brands. DHX Media has 
offices in Toronto, Los Angeles, Vancouver, Halifax, London, Paris, Barcelona, 
Lisbon, Milan, Munich, Netherlands and is listed on the Toronto Stock Exchange. 
This press release contains forward looking statements with respect to DHX and 
the proposed acquisition of Cookie Jar, including statements regarding the 
expected benefits of the acquisition and the estimated cost synergies that may 
be generated. Although the Company believes that the expectations reflected in 
such forward looking statements are reasonable, such statements involve risks 
and uncertainties and are based on information currently available to the 
Company. Actual results may differ materially from those expressed or implied 
by such forward looking statements. Factors that could cause actual results or 
events to differ materially from current expectations, among other things, 
include risks related to DHX's ability to successfully integrate the Cookie 
Jar business and realize expected synergies, the ability to retain required 
employees and customer contracts, the accuracy of the assumptions upon which 
the expected synergies were estimated, market factors, customer contract 
interpretation, application of accounting policies and principles, and 
production related risks, and other factors discussed in materials filed with 
applicable securities regulatory authorities from time to time including 
matters discussed under "Risk Factors" in the Company's Annual Information 
Form for the year ended June 30, 2012 and risks discussed in the information 
Circular to be distributed to DHX shareholders in connection with the 
shareholder meeting held on October 16, 2012. These forward-looking statements 
are made as of the date hereof, and the Company assumes no obligation to 
update or revise them to reflect new events or circumstances, except as 
required by law. 
For investor relations, please contact: David A. Regan - EVP, Corporate 
Development & IR, DHX Media Ltd. +1 902-423-0260 
SOURCE: DHX MEDIA LTD. 
To view this news release in HTML formatting, please use the following URL: 
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CO: DHX MEDIA LTD.
ST: Nova Scotia
NI: ENT TVNEWS MNA  
-0- Oct/22/2012 20:55 GMT