Radio One (ROIAK)

[chmcnfunds]

NEWS RELEASE:

Radio One, Inc. Announces Additional Extension of Pending Exchange Offer

WASHINGTON, Oct. 25 /PRNewswire-FirstCall/ -- Radio One, Inc. (the "Company" or "Radio One") (Nasdaq: ROIAK and ROIA) today announced that it had further extended the expiration time of its previously announced exchange offer for 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"), and the related consent solicitation, to 5:00 p.m., New York City time, on November 5, 2010. As of 5:00 p.m., New York City time, on October 22, 2010, approximately 92% of the outstanding Existing Notes had been validly tendered into the exchange offer and not withdrawn. At the previously scheduled expiration time, the conditions necessary to consummate the exchange offer as set forth in the Company's Exchange Offer and Consent Solicitation Statement and Offering Memorandum, dated June 16, 2010 (the "Offering Memorandum"), were not satisfied and, as a result, the Company has determined to further extend the exchange offer.

The Company believes that it continues to make significant progress in reaching an agreement with the members of the ad hoc group of holders of a significant portion of its Existing Notes relating to certain amendments to the terms of the exchange offer and the related exchange notes, including the conditions to the exchange offer, and with its lenders under its existing senior secured credit facility relating to an amendment thereto.
As previously reported, the agent under the Company's existing senior secured credit facility delivered a payment blockage notice to the trustee under the indenture relating to the 2013 Notes on August 5, 2010, and neither the Company nor any of its guaranteeing subsidiaries was permitted to make the scheduled interest payment on such notes due August 16, 2010. The 30-day grace period provided in the indenture expired on September 15, 2010. As a result, there currently exists an event of default under the indenture relating to the 2013 Notes. In addition, the Company's forbearance agreement with its lenders relating to certain defaults and events of defaults under the existing senior secured credit facility expired in accordance with its terms on September 10, 2010. Based on its constructive dialogue with the members of the ad hoc group and its existing lenders, the Company does not expect such members of the ad hoc group or its existing lenders to exercise any remedies under such indenture or senior secured credit facility, as applicable, in the near term. At this time, however, the Company can provide no assurances that holders of the 2013 Notes or its existing lenders will not exercise any such remedies, that it will ultimately reach an agreement with the members of the ad hoc group and its existing lenders or that such parties will enter into a new support agreement to replace the prior agreement that expired in accordance with its terms on September 1, 2010 or a new forbearance agreement, as applicable.

Except as set forth herein, the terms of the exchange offer and related consent solicitation and subscription offer remain the same as set forth in the Offering Memorandum and the related offering materials previously distributed to eligible holders.
The offers are only made, and copies of the offering documents will only be made available, to holders of Existing Notes that have certified certain matters to the Company, including their status as a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), an institutional "accredited investor" within the meaning of Rule 501(a)(1), (2), (3), or (7) under the Securities Act or as a "non-U.S. Person" within the meaning of the Securities Act (together, "eligible holders"). BNY Mellon Shareowner Services is acting as exchange agent, information agent and subscription agent and may be contacted at [phone] or [phone].
The new securities issued pursuant to the exchange offer 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 offers are 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.

http://www.prnewswire.com/news-releases/radio-one-inc-announces-additional-extension-of-pending-exchange-offer-105662483.html