Radio One, Inc. Announces Extension of Expiration Time for Pending Subscription Offer
WASHINGTON, July 1, 2010 /PRNewswire via COMTEX/ --
Radio One, Inc. (the "Company" or "Radio One") (Nasdaq: ROIAK and ROIA) today announced that it had amended the terms of its pending subscription offer (the "Subscription Offer") to eligible holders of its outstanding 8 7/8% Senior Subordinated Notes due 2011 (the "2011 Notes") and its outstanding 6 3/8% Senior Subordinated Notes due 2013 (the "2013 Notes" and together with the 2011 Notes, the "Existing Notes") to purchase an aggregate of $100.0 million in principal amount of the Company's new 8.5%/9.0% Second-Priority Senior Secured Grid Notes due 2016 (the "Second Lien Notes") to extend the expiration time to 5:00 p.m., New York City time, on July 15, 2010. The Company has extended the subscription period in order to provide holders additional time to consider the Subscription Offer.
Holders of Existing Notes who wish to participate in the Subscription Offer must also participate in the Company's pending exchange offer (the "Exchange Offer") to exchange their Existing Notes for the Company's new 11.0%/12.0% Senior Grid Notes due 2017 (the "Exchange Notes") and the associated consent solicitation (the "Consent Solicitation" and together with the Subscription Offer and the Exchange Offer, the "Offers"), which commenced on June 16, 2010. The expiration time of the Exchange Offer will remain at 5:00 p.m., New York City time, on July 15, 2010.
Except as set forth herein, the terms of the Offers remain the same as set forth in the Exchange Offer and Consent Solicitation Statement and Offering Memorandum, dated June 16, 2010, and the related offering materials, previously distributed to eligible holders.
The Offers are only made, and copies of the offering documents will only be made available, to holders of Existing Notes that have certified certain matters to the Company, including their status as a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933 (the "Securities Act"), an institutional "accredited investor" within the meaning of Rule 501(a)(1), (2), (3), or (7) under the Securities Act or as a "non-U.S. Person" within the meaning of the Securities Act (together "eligible holders"). BNY Mellon Shareowner Services is acting as exchange agent, information agent and subscription agent and may be contacted at (800) 777-3674 or (201) 680-6579.
Private Placement of the New Notes
The Exchange Notes and the Second Lien Notes (the "New Notes") have not been registered under the Securities Act or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.
This press release does not constitute an offer to purchase any securities or a solicitation of an offer to sell any securities. The Offers are being made only pursuant to an offering memorandum and related letter of transmittal and subscription materials and only to such persons and in such jurisdictions as is permitted under applicable law.
Cautionary Information Regarding Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements represent management's current expectations and are based upon information available to the Company at the time of this press release. These forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond the Company's control, that may cause the actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially are described in the Company's reports on Forms 10-K, and 10-Q and other filings with the SEC.
Radio One, Inc. (www.radio-one.com) is a diversified media company that primarily targets African-American and urban consumers. The Company is one of the nation's largest radio broadcasting companies, currently owning 53 broadcast stations located in 16 urban markets in the United States. As a part of its core broadcasting business, Radio One operates syndicated programming including the Russ Parr Morning Show (www.therussparrmorningshow.com) the Yolanda Adams Morning Show (www.syndication1.com/yolanda.htm), the Rickey Smiley Morning Show (www.syndication1.com/rickey.htm), CoCo Brother Live (www.syndication1.com/coco.htm), CoCo Brother's "Spirit" (www.syndication1.com/coco.htm) program, Bishop T.D. Jakes' "Empowering Moments" (www.syndication1.com/td.htm), the Reverend Al Sharpton Show (www.syndication1.com/al.htm), and the Warren Ballentine Show (www.syndication1.com/warren.htm). The Company also owns a controlling interest in Reach Media, Inc. (www.blackamericaweb.com), owner of the Tom Joyner Morning Show and other businesses associated with Tom Joyner. Beyond its core radio broadcasting business, Radio One owns Interactive One (www.interactiveone.com), an online platform serving the African-American community through social content, news, information, and entertainment, which operates a number of branded sites, including NewsOne, TheUrbanDaily, HelloBeautiful, and social networks BlackPlanet, MiGente, and AsianAvenue and an interest in TV One, LLC (www.tvoneonline.com), a cable/satellite network programming primarily to African-Americans.
Launched in January 2004, TV One (www.tvoneonline.com) serves nearly 50.2 million households (Nielsen April 2010 universe estimate), offering a broad range of real-life and entertainment-focused original programming, classic series, movies, and music designed to entertain, inform and inspire a diverse audience of adult African American viewers. In December 2008, the company launched TV One High Def, which now serves more than 5.5 million households. TV One's investors include Radio One [Nasdaq: ROIA and ROIAK; (www.radio-one.com)], the largest radio company that primarily targets African American and urban listeners; Comcast Corporation (www.comcast.com), the leading cable television company in the country; The DirecTV Group; Constellation Ventures; Syndicated Communications; and Opportunity Capital Partners.
SOURCE Radio One, Inc.