Westwood One Completes Recapitalization
April 23 2009 - 1:50PM
PR Newswire (US)
NEW YORK, April 23 /PRNewswire-FirstCall/ -- Westwood One, Inc.
(OTC Bulletin Board: WWON) announced today that it has completed
the refinancing of its outstanding long-term indebtedness and the
recapitalization of its equity. As part of the recapitalization,
Westwood One's then-existing lenders refinanced and exchanged all
of their outstanding indebtedness (approximately $241 million in
principal amount) for $25 million in cash, shares of 8.0% Series B
Convertible Preferred Stock representing approximately 25% of
Westwood One's equity and $117.5 million aggregate principal amount
of new senior secured notes, maturing July 15, 2012. Entities
managed by The Gores Group, LLC (together with its affiliates,
"Gores"), Westwood One's largest stockholder, purchased for cash
$25 million of Series B Preferred Stock, and exchanged all of their
7.5% Series A Convertible Preferred Stock for shares of 7.5% Series
A-1 Convertible Preferred Stock ("Series A-1 Preferred Stock"). As
a result of the recapitalization, Gores owns approximately 74.8% of
Westwood One's equity with respect to its preferred stock and
Westwood One's existing common stockholders own approximately 2.5%
of the outstanding equity of Westwood One. Westwood One also
obtained a new credit facility with Wells Fargo Foothill, LLC
comprised of a $20 million subordinated unsecured term loan and a
$15 million senior unsecured revolving line of credit to finance
working capital and other general corporate purposes. The
subordinated term loan and revolving line of credit are guaranteed
by certain Gores funds. "We have reached a significant milestone in
Westwood One's turnaround plan," said Rod Sherwood, President and
CFO of Westwood One. "The refinancing and infusion of additional
capital provide key support for our strategic initiatives to drive
revenue, improve operating efficiency and acquire new properties to
further enhance Westwood One's traffic, news, sports, talk and
entertainment leadership positions." "We have increased our
investment in Westwood One because we continue to recognize the
opportunity for long-term growth," said Scott Honour, Senior
Managing Director of The Gores Group. "The Company is
well-positioned in the media market, with a strong competitive
offering, leading content and services and a focused,
customer-centric orientation." As part of the closing, Westwood
One's Board was reconstituted with Gores assuming control of the
Board. Three Gores' designees were named to the Board: Andrew P.
Bronstein, Managing Director of Glendon Partners, an operating
group associated with Gores, Jonathan I. Gimbel, Vice President,
Mergers and Acquisitions, of The Gores Group, LLC, and Michael F.
Nold, Managing Director of Glendon Partners. Moelis & Company
served as financial advisor to Westwood One and Skadden, Arps,
Slate, Meagher & Flom LLP served as the Westwood One's legal
advisor. Chanin Capital Partners served as financial advisor to The
Gores Group and Proskauer Rose LLP served as The Gores Group's
legal advisor. About Westwood One Westwood One (OTC:WWON) (BULLETIN
BOARD: WWON) is the largest independent provider of network radio
programming and the largest provider of traffic information in the
U.S. Westwood One serves more than 5,000 radio and TV stations in
the U.S. Westwood One provides over 150 news, sports, music, talk
and entertainment programs, features and live events to numerous
media partners. Through its Metro Traffic division, Westwood One
provides traffic reporting and local news, sports and weather to
over 2,200 radio and TV stations. Westwood One also provides
digital and other cross-platform delivery of its network and Metro
content. Certain statements in this release constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or
achievements of Westwood One to be materially different from any
future results, performance or achievements expressed or implied by
such forward-looking statements. The words or phrases "guidance,"
"expect," "anticipate," "estimates" and "forecast" and similar
words or expressions are intended to identify such forward-looking
statements. In addition any statements that refer to expectations
or other characterizations of future events or circumstances are
forward-looking statements. Various risks that could cause future
results to differ from those expressed by the forward-looking
statements are described in Westwood One's reports filed with the
SEC, including its most recent Annual Report on Form 10-K and
Quarterly Report on Form 10-Q. Except as otherwise stated in this
news announcement, Westwood One does not undertake any obligation
to publicly update or revise any forward-looking statements because
of new information, future events or otherwise. About The Gores
Group, LLC Founded in 1987, The Gores Group, LLC is a private
equity firm focused on completing investments, including acquiring
controlling interests in mature businesses across industry sectors
that can benefit from the firm's operating experience and flexible
capital base. The firm combines the operational expertise and
detailed due diligence strength of a strategic buyer with the
M&A capabilities of a traditional financial buyer. The Gores
Group has demonstrated over time a track record of creating value
in its portfolio companies alongside management. The Gores Group is
currently investing from its $1.3 billion committed private equity
funds. Headquartered in Los Angeles, California, The Gores Group
also maintains offices in Boulder, Colorado and London. For more
information, please visit http://www.gores.com/. DATASOURCE:
Westwood One, Inc. CONTACT: Peter Sessa of Westwood One,
+1-212-641-2053, ; or The Gores Group Contact, Jim Bates, Sitrick
& Co., +1-310-788-2850 Web Site: http://www.westwoodone.com/
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