WESTWOOD ONE INC
Westwood One, Inc. and its subsidiaries provide information services and programming to the radio, TV, and online industries in the United States. The company offers traffic reporting services, as well as operates radio networks that involve in producing and distributing national news, sports, talk, music, and special event programs, in addition to local news, sports, weather, video news, and other information programming. It also supplies television traffic services, customized information reports, and customized graphics and other visual programming elements to television stations. In addition, Westwood One collects, organizes, and distributes a database of advanced traveler information to automobiles, homes, and offices through various electronic media and telecommunications. The company was founded in 1974 and is based in New York, New York.
MOST RECENT NEWS
WESTWOOD ONE COMPLETES
RECAPITALIZATION
New York, NY – April 23, 2009 -
Westwood One, Inc. (OTCBB: WWON) announced today that it has
About Westwood One
Westwood One (OTCBB: 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
P R E S S R E L E A S E
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 www.gores.com.
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Press Contact:
Peter Sessa
Westwood One
(212) 641.2053
peter_sessa@westwoodone.com
The Gores Group Contact:
Jim Bates
Sitrick & Co.
(310) 788-2850
Westwood One's Metro Traffic and TrafficLand Create Exclusive Partnership to Bring Leading Edge Video Traffic Information System to US Broadcasters
Monday December 22, 5:48 pm ET
Nation's largest traffic incident reporting systems will integrate real-time 24/7 traffic video, offering most advanced and accurate traffic information via television, radio and the Internet
NEW YORK, Dec. 22 /PRNewswire-FirstCall/ -- Westwood One, Inc. (OTC Bulletin Board: WWON - News) today announced a multi-year strategic partnership with TrafficLand, Inc. to combine TrafficLand's 24/7 live traffic video systems - which aggregate nearly 5,000 traffic cameras - with the nation's largest and most experienced team of traffic reporters to create the most comprehensive, accurate and reliable traffic information system available. The partnership will allow Westwood One's Metro Traffic system to integrate TrafficLand's video systems into its incident reports, alerts, traffic speed and flow updates, and offer better alternative routing suggestions. In addition to adding the traffic video to its information base, Metro Traffic becomes the exclusive representative of the TrafficLand services to broadcasters for their radio, television and Internet offerings with on-demand user applications to be made available in the future. As part of the transaction, Westwood One has also negotiated the right to purchase at its option 100% of the stock of TrafficLand in 2009.
"No other company offers such a powerful combination of ways to solve daily traffic problems in real time," said Steve Kalin, President, Metro Traffic. "The addition of TrafficLand's real-time traffic video, available in many major markets and growing, with our existing incident and traffic data, creates the most robust, reliable, and comprehensive traffic information offering in the marketplace."
TrafficLand is already the largest authorized single-source of on-demand traffic video information in the country, with access to over 5,000 traffic video cameras in 48 MSAs today. The traffic video is aggregated in real time from dozens of camera networks throughout the U.S. and then distributed over the Internet to commuters, broadcast media, and other Internet service providers, as well as federal, state and local government agencies. TrafficLand's proprietary technology packages video feeds for both large-scale consumer and enterprise applications.
"TrafficLand takes traffic reporting to the next level in an on-demand world," said Larry Nelson, TrafficLand's Founder and CEO. "With live, real-time 24/7 video, users can make more informed decisions about their daily commutes, business deliveries, and other travel plans. And as we add more cameras in more communities, we are providing Metro Traffic with even more ways to help solve everyday traffic problems."
"Westwood One's Metro Traffic is committed to solving customer's needs through innovative products and services," said Jonathan Marshall, EVP, Business Affairs and Strategic Development for Westwood One. "With our more than 1,000 experienced traffic experts nationwide, TrafficLand's video feeds from over 5,000 cameras, plus breakthrough cellular technology for traffic speed and flow data, we and our affiliates can provide consumers with up-to-the-minute traffic solutions they can't get anywhere else."
About Westwood One
Westwood One is the largest provider of traffic information and the largest independent provider of network radio programming in the US. Through its Metro Networks Traffic division, Westwood provides traffic reporting and local news, sports and weather to over 2,200 radio and TV stations. Through its Network Radio Division, Westwood One serves more than 5,000 radio and TV stations in the U.S. The Company provides over 150 news, sports, music, talk and entertainment programs, features and live events to numerous media partners. The Company also provides digital and other cross platform delivery of its network and Metro content.
About TrafficLand, Inc.
TrafficLand is the largest authorized single-source of on demand traffic video information in the country. With access to over 5,000 traffic video cameras in 48 MSAs today, and plans to expand this number, TrafficLand can provide immediate access to roadside cameras and live video to help media organizations report incidents and their impact. TrafficLand services for broadcast and web-based media use live video to enhance news and traffic reporting to broadcast audiences and add valuable, hyper-local content that increases website traffic, page views and user affinity. TrafficLand also provides real-time video-based services to aid emergency first responders and incident management.
Outstanding Shares: 101.6 million
Float: 84.2 million
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 wellpositioned
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.