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Radio One, Inc. Announces Commencement Of Consent Solicitation From Holders Of Outstanding 9.25% Senior Subordinated Notes Due 2020


WASHINGTON, March 19, 2015 /PRNewswire/ -- Radio One, Inc. (the "Company" or "Radio One") (NASDAQ: ROIAK and ROIA), announced today the commencement of a consent solicitation (the "Consent Solicitation") to seek the consent of holders of its outstanding 9.25% Senior Subordinated Notes due 2020 (the "Subordinated Notes") to certain proposed amendments to the indenture governing the Notes (the "Proposed Amendments").

The primary purpose of the Consent Solicitation and Proposed Amendments is to permit the Company to incur a sufficient amount of senior secured indebtedness to finance the Company's previously announced purchase of equity interests in TV One, LLC ("TV One") from an affiliate of Comcast Corporation, refinance $119 million in principal amount of TV One's 10% Senior Secured Notes due 2016 and refinance the Company's existing senior secured credit facility. 

The Consent Solicitation will expire at 5:00 p.m., New York City time, on March 26, 2015, unless the Consent Solicitation is extended or earlier terminated (the "Expiration Time").  Subject to the terms and conditions of the Consent Solicitation, only the holders of Subordinated Notes as of 5:00 p.m., New York City time, on March 18, 2015 (the "Record Date") who validly deliver (and do not validly revoke) their consents prior to the Expiration Time will receive a consent fee equal to $12.50 per $1,000.00 in principal amount of Subordinated Notes in respect of which a consent is validly delivered and not validly revoked.   Consents may not be revoked after the time holders of a majority of the outstanding aggregate principal amount of the Subordinated Notes have validly delivered and not validly revoked their consent to the Proposed Amendments. 

The Consent Solicitation is contingent upon the satisfaction of certain conditions, including, without limitation, (i) the receipt of the consents of holders of at least a majority of the aggregate principal amount of the Subordinated Notes outstanding as of the Record Date to the Proposed Amendments by the Expiration Time and (ii) the execution of a supplemental indenture giving effect to the Proposed Amendments.  If any of the conditions are not satisfied, the Company is not obligated to accept any consent to the Proposed Amendments or to pay any consent fee and may terminate the Consent Solicitation. 

The complete terms and conditions of the Consent Solicitation are set forth in a Consent Solicitation Statement dated today and the related Letter of Consent (the "Consent Solicitation Documents") that are being sent to holders of the Subordinated Notes. In any jurisdiction where the laws require the Consent Solicitation to be made by a licensed broker or dealer, the Consent Solicitation will be deemed made on behalf of the Company by Credit Suisse Securities (USA) LLC, or one or more registered brokers or dealers under the laws of such jurisdiction.

Credit Suisse Securities (USA) LLC will act as solicitation agent for the Consent Solicitation.  D.F. King & Co., Inc. will act as the tabulation agent and information agent for the Consent Solicitation.  Questions regarding the Consent Solicitation may be directed to Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll-free) or at (212) 325-2476 (collect).  Requests for the Consent Solicitation Documents may be directed to D.F. King & Co., Inc. at (212) 269-5550 (for bankers and brokers) or (877) 478-5042 (for all others). 

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any security.  No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

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.

About Radio One

Radio One, Inc., together with its subsidiaries, 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 and/or operating 54 broadcast stations located in 16 urban markets in the United States. Through its controlling interest in Reach Media, Inc., the Company also operates syndicated programming including the Tom Joyner Morning Show, the Russ Parr Morning Show, the Yolanda Adams Morning Show, the Rickey Smiley Morning Show, Bishop T.D. Jakes' "Empowering Moments", and the Reverend Al Sharpton Show. Beyond its core radio broadcasting franchise, Radio One owns Interactive One, an online platform serving the African-American community through social content, news, information, and entertainment. Interactive One operates a number of branded sites, including News One, Urban Daily, Hello Beautiful, Global Grind and social networking websites, including Black Planet and MiGente. In addition, the Company owns a controlling interest in TV One, LLC, a cable/satellite network programming primarily to African-Americans.

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SOURCE Radio One