Radio One, Inc. Announces Commencement Of Tender Offer And Consent Solicitation Of 12.5%/15.0% Senior Subordinated Notes Due

      Radio One, Inc. Announces Commencement Of Tender Offer And Consent
        Solicitation Of 12.5%/15.0% Senior Subordinated Notes Due 2016

PR Newswire

WASHINGTON, Jan. 27, 2014

WASHINGTON, Jan. 27, 2014 /PRNewswire/ -- Radio One, Inc. (the "Company" or
"Radio One") (NASDAQ: ROIAK and ROIA), announced today the commencement of a
cash tender offer (the "Tender Offer") to purchase any and all of its
outstanding 12.5%/15.0% Senior Subordinated Notes due 2016 (the "Subordinated
Notes").

(Logo: http://photos.prnewswire.com/prnh/20090806/PH57529LOGO )

The Tender Offer will expire at 11:59 New York City time on February 24, 2014,
unless the Tender Offer is extended or earlier terminated (the "Expiration
Time"). Under the terms of the Tender Offer, holders of the Subordinated
Notes who validly tender and do not validly withdraw their Subordinated Notes
and consents prior to 5:00 p.m. New York City time on February 7, 2014 (such
time and date which may be extended, the "Early Tender Time") will receive an
amount equal to $1,007.50 per $1,000.00 in principal amount of Subordinated
Notes validly tendered and not validly withdrawn, which amount includes an
early tender premium equal to $30.00 per $1,000.00 in principal amount of the
Subordinated Notes validly tendered and not validly withdrawn. Holders of the
Subordinated Notes who validly tender their Subordinated Notes after the Early
Tender Time but on or before the Expiration Time will receive an amount equal
to $977.50 per $1,000.00 in principal amount of Subordinated Notes validly
tendered. Holders whose Subordinated Notes are purchased in the Tender Offer
will also be paid accrued and unpaid interest from the most recent interest
payment date on the Subordinated Notes to, but not including, the applicable
settlement date. 

In connection with the Tender Offer, the Company is soliciting the consents
(the "Consent Solicitation") of holders of the Subordinated Notes to certain
proposed amendments to the indenture governing the Subordinated Notes (the
"Proposed Amendments"). The primary purpose of the Consent Solicitation and
Proposed Amendments is to eliminate substantially all of the restrictive
covenants and certain events of default and related provisions of the
Subordinated Notes. Holders may not tender their Subordinated Notes in the
Tender Offer without delivering their consents under the Consent Solicitation,
and holders may not deliver their consents under the Consent Solicitation
without tendering their Subordinated Notes pursuant to the Tender Offer.

If the Tender Offer is consummated, the Company intends to redeem any
Subordinated Notes that remain outstanding at a redemption price equal to
$1,000.00 for each $1,000 principal amount of Subordinated Notes in accordance
with the indenture governing the Subordinated Notes, although the selection of
any particular redemption date is in the Company's discretion. 

This press release does not constitute a notice of redemption under the
optional redemption provisions of the indenture governing the Subordinated
Notes, nor does it 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.

The Tender Offer is contingent upon the satisfaction of certain conditions,
including, without limitation, (i) the receipt by the Company of sufficient
proceeds from one or more financing transactions, (ii) the receipt of the
consents of holders of at least a majority of the outstanding aggregate
principal amount of the Subordinated Notes to the Proposed Amendments by the
Early Tender Time and (iii) the execution of the supplemental indentures
giving effect to the Proposed Amendments. If any of the conditions are not
satisfied, the Company is not obligated to accept for payment, purchase or pay
for, and may delay the acceptance for payment of, any tendered Subordinated
Notes and may even terminate the Tender Offer.

The complete terms and conditions of the Tender Offer and Consent Solicitation
are set forth in an Offer to Purchase and Consent Solicitation Statement dated
today and the related Consent and Letter of Transmittal (the "Offer
Documents") that are being sent to holders of the Subordinated Notes. In any
jurisdiction where the laws require the Tender Offer and Consent Solicitation
to be made by a licensed broker or dealer, the Tender Offer and 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 dealer manager and solicitation
agent for the Tender Offer and Consent Solicitation. D.F. King & Co., Inc.
will act as the tender agent and information agent for the Tender Offer and
Consent Solicitation. Questions regarding the Tender Offer and 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
Offer Documents may be directed to D.F. King & Co., Inc. at (212) 269-5550
(for bankers and brokers) or (888) 628-9011 (for all others).

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,
10-K/A, 10-Q and 10-Q/A and other filings with the SEC.

About Radio One

Radio One, Inc., together with its subsidiaries (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 and/or operating 53 broadcast stations located in
16 urban markets in the United States. Through its controlling interest in
Reach Media, Inc. (http://www.blackamericaweb.com/), 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,
The D. L. Hughley Show, Bishop T.D. Jakes' "Empowering Moments", and the
Reverend Al Sharpton Show. Beyond its core radio broadcasting franchise, Radio
One owns Interactive One (http://www.interactiveone.com/), 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, UrbanDaily, HelloBeautiful and social networking
websites, including BlackPlanet, MiGente, and Asian Avenue. In addition, the
Company owns a controlling interest in TV One, LLC
(http://www.tvoneonline.com/), a cable/satellite network programming primarily
to African-Americans

SOURCE Radio One

Website: http://www.radio-one.com
Contact: Peter D. Thompson, EVP and CFO, 301-429-4638
 
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