WASHINGTON, Nov. 19, 2010 /PRNewswire-FirstCall/ — Radio One, Inc. (the “Company” or “Radio One”) (Nasdaq: ROIAK and ROIA) today announced that its pending exchange offer (the “Amended Exchange Offer”) relating to its 8-7/8% Senior Subordinated Notes due 2011 (the “2011 Notes”) and its 6-3/8% Senior Subordinated Notes due 2013 (the “2013 Notes” and together with the 2011 Notes, the “Existing Notes”) expired at 5:00 p.m., New York City time, on November 19, 2010 (the “Expiration Time”). As of the Expiration Time, approximately 98% of the combined aggregate principal amount outstanding of the 2011 Notes and the 2013 Notes had been validly tendered and not withdrawn and approximately 96% in aggregate principal amount outstanding of the 2011 Notes had been validly tendered and not withdrawn, which together satisfied the minimum tender conditions of the Amended Exchange Offer.
The Company intends to accept all Existing Notes tendered in the Amended Exchange Offer and otherwise complete the transactions contemplated by the Amended Exchange Offer, the Support Agreement between it and certain holders of the Existing Notes and related transactions by November 24, 2010, or as soon as reasonably practicable thereafter (the “Settlement Date”). The Company also intends to pay accrued but unpaid interest on any Existing Notes tendered in the Amended Exchange Offer on the Settlement Date. The Company’s pending amendment to its senior secured credit facility will become effective on the Settlement Date.
BNY Mellon Shareowner Services is acting as exchange agent and information agent and may be contacted at (800) 777-3674 or (201) 680-6579.
The new securities to be issued pursuant to the Amended Exchange Offer on the Settlement Date have not been registered under the Securities Act or any state securities laws. Therefore, the new securities 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 offer is being made only pursuant to an offering memorandum and related offering 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/A, 10-Q/A and 10-Q and other filings with the SEC.
Radio One, Inc. (http://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, the Yolanda Adams Morning Show, the Rickey Smiley Morning Show, CoCo Brother Live, CoCo Brother’s “Spirit” program, Bishop T.D. Jakes’ “Empowering Moments”, the Reverend Al Sharpton Show, and the Warren Ballentine Show. The Company also owns a controlling interest in Reach Media, Inc. (http://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 (http://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 News One, UrbanDaily, HelloBeautiful, Community Connect Inc. (http://www.communityconnect.com/), an online social networking company, which operates a number of branded websites, including BlackPlanet, MiGente, and Asian Avenue and an interest in TV One, LLC (http://www.tvoneonline.com/), a cable/satellite network programming primarily to African-Americans.