Westwood One Finalizes $100 Million Investment and Welcomes New Board Members
19 Giugno 2008 - 10:45PM
PR Newswire (US)
NEW YORK, June 19 /PRNewswire-FirstCall/ -- Westwood One, Inc.
(NYSE:WON) (the "Company" or "Westwood") announced today the
closing of the sale of $75 million of a newly created series of
preferred stock, 7.50% Series A Convertible Preferred Stock, to
Gores Radio Holdings, LLC (together with certain related entities,
"Gores"), an entity managed by The Gores Group, LLC ("The Gores
Group"). The Convertible Preferred Stock has an initial conversion
price of $3.00 per share, which represents a 140% premium to the
closing price of $1.25 for the Company's stock price as of June 18,
2008. In connection with such sale, the Company issued to Gores
four year warrants (in three substantially equal tranches) to
purchase up to 10 million shares of Westwood common stock,
exercisable at $5.00/share, $6.00/share and $7.00/share,
respectively. The preferred stock sale follows a $25 million
investment in Westwood common stock by Gores in March 2008. Gores
purchased 14,285,714 shares of Westwood common stock at $1.75 per
share, which closed in two equal tranches on March 3, 2008 and
March 19, 2008, respectively. A detailed description of the Gores
equity investment and copies of the Gores agreements were filed
with the SEC as exhibits to the Company's definitive proxy
statement on May 14, 2008. "This financing is key to unlocking the
future of Westwood One," said Thomas Beusse, Westwood One President
and CEO. "It will enable us to delever our balance sheet and invest
in the growth opportunities we have identified." As part of the
closing, the Company increased the size of its Board of Directors
to eleven directors. In accordance with the terms of the Purchase
Agreement, the following three Gores' designees were elected to the
Board: Scott Honour, Senior Managing Director of The Gores Group;
Mark Stone, Senior Managing Director of The Gores Group and
President, Gores Operations Group; and Ian Weingarten, Managing
Director of The Gores Group. Additionally, Emanuel Nunez, Senior
Agent at Creative Artists Agency, a Gores' nominee, was elected as
an independent director to the Board. Beusse added, "In addition to
the capital Gores provides, these new board members provide us with
the additional operational resources and technical sophistication
that will help drive our turnaround. Also, the arrival of Manny
Nunez signifies Westwood One's commitment to being a home for top
talent." Ian Weingarten, Managing Director of The Gores Group,
stated, "We are excited about our investment in Westwood One and
are looking forward to partnering with Norm, Tom and the Company to
maximize shareholder value. We believe there is a tremendous and
clear opportunity to turn around and drive growth in the business
by executing upon the key initiatives on which Tom and his team are
focused. We are aligned with Tom on his objectives and will
actively support him and the Company from a board perspective, by
offering operational and strategic counsel." The transaction was
approved by the Company's shareholders at a special meeting held on
June 17, 2008. Moelis & Company and UBS Investment Bank served
as financial advisors to the Strategic Review Committee of the
Board of Directors of Westwood One and Skadden, Arps, Slate,
Meagher & Flom LLP served as the committee's legal advisor.
Proskauer Rose LLP served as The Gores Group's legal advisor.
Mosaic Capital, LLC served as financial advisor. About Westwood One
Westwood One (NYSE:WON) is a platform-agnostic content company
providing over 150 news, sports, music, talk, entertainment
programs, features and live events to numerous media partners.
Through its subsidiaries, Metro Networks/Shadow Broadcast Services,
Westwood One provides local content to the radio and TV industries
and to the Web. This content includes news, sports, weather,
traffic, video news services and other information. SmartRoute
Systems manages traffic information centers for state and local
departments of transportation, and markets traffic and travel
content to wireless, Internet, in-vehicle navigation systems and
voice portal customers. Westwood One serves more than 5,000 radio
stations. For more information please visit
http://www.westwoodone.com/. 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/. 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 the Company 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 included in this
release include, but are not limited to: changes in economic
conditions in the U.S. and in other countries in which Westwood
One, Inc. currently does business (both generally and relative to
the broadcasting industry); advertiser spending patterns, including
the notion that orders are being placed in close proximity to air,
limiting visibility of demand; changes in the level of competition
for advertising dollars; technological changes and innovations;
fluctuations in programming costs; shifts in population and other
demographics; changes in labor conditions; and changes in
governmental regulations and policies and actions of federal and
state regulatory bodies. Other key risks are described in the
Company's reports filed with the SEC, including the Company's
annual report on Form 10- K/A for the year ending December 31,
2007. Except as otherwise stated in this news announcement,
Westwood One, Inc. does not undertake any obligation to publicly
update or revise any forward-looking statements because of new
information, future events or otherwise. DATASOURCE: Westwood One,
Inc. CONTACT: Gary J. Yusko, +1-212-373-5311; or The Gores Group
Contact, Jim Bates, Sitrick & Co., +1-310-788-2850 Web site:
http://www.westwoodone.com/ http://www.gores.com/
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