InterMedia Partners VII, L.P. and InterMedia Outdoors Holdings, LLC Deliver Proposal to Outdoor Channel Holdings, Inc.

 InterMedia Partners VII, L.P. and InterMedia Outdoors Holdings, LLC Deliver
                  Proposal to Outdoor Channel Holdings, Inc.

Proposed Offer to Acquire 100% of Outstanding Common Stock of Outdoor Channel
at $9.15 per Share

PR Newswire

NEW YORK, April 30, 2013

NEW YORK, April 30, 2013 /PRNewswire/ --On April 30, 2013, InterMedia
Partners VII, L.P. and InterMedia Outdoors Holdings, LLC (together,
"InterMedia") delivered a written proposal to Outdoor Channel Holdings, Inc.
("Outdoor Channel") (Nasdaq: OUTD), proposing to acquire, on the terms and
conditions set forth in the proposal, all of the outstanding shares of common
stock of Outdoor Channel, at a price of $9.15 per share in cash (representing
a superior proposal to Outdoor Channel's pending transaction with Kroenke
Sports & Entertainment, LLC).

InterMedia is publicly disclosing this letter to ensure that Outdoor Channel
stockholders have an opportunity to benefit from its superior proposal. A
copy of the letter from InterMedia to Outdoor Channel is included below:

April 30, 2013

Board of Directors
Outdoor Channel Holdings, Inc.
43455 Business Park Drive, Suite 103
Temecula, CA 92590

Dear Members of the Board of Directors:

We are pleased to submit this definitive proposal to acquire Outdoor Channel
Holdings, Inc. ("OUTD") in a transaction that will provide your stockholders
with substantially greater value than they would receive under your currently
pending merger agreement with Kroenke Sports & Entertainment, LLC ("KSE").

We propose to acquire 100% of the issued and outstanding shares of OUTD common
stock in an all-cash transaction at a price of $9.15 per share, on the terms
and subject to the conditions set forth in this letter and the attached
agreements. Our proposed transaction closely tracks your pending transaction
with KSE in all material respects. Our proposal is definitive and fully
financed as indicated in the attached commitment letter from two large
institutional lenders. As you know, we have already obtained antitrust
approval in connection with our previous merger agreement, and we have
confirmed that such approval remains effective. Finally, our proposal is
subject to limited confirmatory due diligence. For the avoidance of doubt,
any non-public information provided to us will be subject to our
confidentiality agreement dated as of August 13, 2012.

Our proposal is clearly superior to the transaction with KSE as our per share
cash price represents a premium over the cash price that your stockholders
would receive under the merger agreement with KSE. We are confident that you,
after consultation with your outside legal counsel and financial advisors,
will conclude that our proposal constitutes a superior proposal. We are
prepared to sign the merger agreement and support agreement in the forms
attached to this letter, upon termination of the current agreements with KSE
and confirmation that you have approved the transactions contemplated by our
definitive proposal.

In light of your stockholders' meeting on May 8, 2013 to vote on the
transaction with KSE, it is imperative that we take action immediately to
ensure that your stockholders can take advantage of the value represented by
our proposal. Accordingly, our offer will remain open until 5:00 p.m. (New
York time) on Tuesday, May 7, 2013.

This letter itself does not create any legally binding obligation, liability
or commitment by us concerning a proposed transaction, and there will be no
legally binding agreement between us unless and until we enter into a
definitive merger agreement.

We are confident that our proposal constitutes a superior proposal, and we are
very pleased to be able to offer it to your stockholders. If you have any
questions or would like to discuss any aspect of our proposal, please do not
hesitate to contact Peter Kern or Jeffrey D. Marell at Paul, Weiss, Rifkind,
Wharton & Garrison LLP.

Sincerely,

INTERMEDIA PARTNERS VII, L.P.

By: /s/ Peter Kern
 
Name: Peter Kern
Title: Managing Partner

INTERMEDIA OUTDOORS HOLDINGS, LLC
By: /s/ Jerome Letter 
Name: Jerome Letter
Title: Authorized Signatory

About InterMedia Partners VII, L.P.

InterMedia Partners, L.P. is a private equity investment fund focusing on the
media industry across all platforms - television, radio, publishing, internet
and marketing. The current fund, InterMedia Partners VII, LP is focused on
content assets which target underserved markets.

About InterMedia Outdoors Holdings, LLC

InterMedia Outdoors Holdings, LLC is a portfolio company of InterMedia
Partners VII, L.P. and the parent company of InterMedia Outdoors, Inc. and The
Sportsman Channel, Inc. InterMedia Outdoors, Inc. is a multimedia company
serving outdoors enthusiasts in the United States, with the largest network of
websites dedicated to the hunting, shooting and fishing category; a portfolio
of 15 market-leading enthusiast magazines including Guns & Ammo, Petersen's
Hunting and InFisherman; a television production business producing original
branded hunting, shooting and fishing themed programming including
category-leading shows North American Whitetail, Guns & Ammo TV and
InFisherman TV, with over 220 episodes produced annually in high definition;
and a content library in excess of 16,000 hours of video content.

The Sportsman Channel, Inc. is a national television network fully devoted to
the more than 82 million sportsmen and outdoor enthusiasts throughout the
United States, delivering programming focused exclusively on hunting, shooting
and fishing themed programming. The Sportsman Channel is available in both
high definition and standard definition. Nielsen estimated that The Sportsman
Channel had approximately 30.1 million cable, satellite and telco subscribers
for November 2012.

SOURCE InterMedia Outdoors Holdings, LLC

Contact: Amy Sorrells, (404) 550-4885, amyssorrells@comcast.net, Alex Howe,
212-260-8813, ahowe@globalstrategygroup.com
 
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