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

Apr 30, 2013, 16:12 ET from InterMedia Outdoors Holdings, LLC

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.



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