Westwood One Completes Recap

Westwood One (OTC BB: WWON) has completed a previously-announced restructuring plan that included private equity firm Gores Group increasing its stake in the radio broadcaster to 72.5 percent. Gores originally invested $100 million via a PIPE last year, and has now provided another $25 million in equity (raising its stake to 74.8%). Westwood One also refinanced its outstanding long-term indebtedness.


Westwood One, Inc. (OTC Bulletin Board: WWON) announced today that it has 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 well-positioned 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.

About Westwood One

Westwood One (OTC Bulletin Board: 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 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.