Rickey Smiley Morning Show
July 21, 2010 by staff
Rickey Smiley Morning Show, Radio One, Inc. (the “Company” or “Radio One”) (Nasdaq: and Roia ROIAK) announced today that it has extended the expiration date of its previously announced exchange offer for its 8-7/8% maturing 2011 and its Senior Subordinated 6-3/8% Senior Subordinated Notes due 2013 (the “Existing Notes”) and related consent solicitation, at 5:00 pm, New York, July 31 2010. From 5:00 pm, New York, on July 15, 2010, approximately 89.8% of existing bonds had been validly tendered in the exchange offer and not withdrawn. In the previously scheduled expiration time, the conditions necessary to consummate the exchange offer as set forth in the Offer to Exchange Company and Consent Solicitation Statement and Offering Memorandum, dated June 16, 2010 (the “Offer Memorandum ) were not satisfied and, as a result, the Company has decided to extend the exchange offer. The offer previously announced subscripteion to holders of existing notes that participate in the exchange offer to buy its new 8.5% / 9.0% second-priority senior notes guaranteed by Grid 2016 expired at 5:00 pm Central Time New York, on July 15, 2010, and the Company has decided to extend the offer subscripteion. At this time, the company expects to issue such notes and second priority is evaluating its options with regard to purchase additional 19% equity interests outstanding TV One, LLC, as contemplated by the Offering Memorandum . The company is in talks with representatives of the ad hoc group of holders of a significant portion of its existing notes concerning certain amendments to the terms of the exchange offer and related exchange of notes, including conditions of supply exchange.
Except as provided herein, the terms of the exchange offer and related consent solicitation and offer subscripteion remain the same as set forth in the Offering Memorandum and related materials that offer previously distributed to holders.
Offers are only made, and copies of tender documents will only be available to the 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 “person from outside the United States” within the meaning of the Securities Act (collectively “rights holders”). BNY Mellon Shareowner Services is acting as a change agent, information agent and the agent subscripteion and may be contacted at (800) 777-3674 or (201) 680-6579.
The new securities issued under the exchange offer have not been registered under the Securities Act or any state securities law. Therefore, the new values 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 applicable state securities laws.
This communication shall not constitute an offer to buy any securities or a solicitation of an offer to sell securities. Offers are made only pursuant to an offering memorandum and related materials they offer and only those people and in other jurisdictions, as permitted by applicable law.
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 on information available to the Company at the time of this press release. Forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond the control of the Company, that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such projections forward-looking statements. Important factors that could cause actual results to differ materially are described in the Company’s reports on Forms 10-K and 10-Q and other reports filed with the SEC.
Radio One, Inc. (www.radio-one.com) is a diversified media company that primarily targets African-American consumers and urban areas. The company is one of the largest broadcasting companies in the nation by radio, now have 53 broadcast stations in 16 urban markets located in the United States. As part of its core business of broadcasting, Radio One operates syndicated programming, including Russ Parr Morning Show (www.therussparrmorningshow.com) Yolanda Adams Morning Show (www.syndication1.com/yolanda.htm), the Rickey Smiley Morning Show (www.syndication1.com/rickey.htm), Coco Brother Live (wwww.syndication1.com/coco.htm), “Coco Brother’s Spirit” (www.syndication1.com/coco.htm) of the program, Bishop TD Jakes “Empowering Moments” (www.syndication1.com/td.htm), the Rev. Al Sharpton Show (www.syndication1.com/al.htm), and the Warren Ballentine Show (www.syndication1.com/warren. htm). The Company also owns a controlling interest in Reach Media, Inc. (www.blackamericaweb.com), owner of the Tom Joyner Morning Show and other businesses associated with Tom Joyner. Beyond its core business of radio broadcasting, Radio One owns Interactive (www.interactiveone.com), an online platform serving the African American community through social content, news, information and entertainment, which operates a number of branded sites, including Newson, TheUrbanDaily, HelloBeautiful and social networks BlackPlanet, MiGente and AsianAvenue and an interest in TV One, LLC (www.tvoneonline.com), a cable and satellite network programming primarily to African Americans.
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