Westwood One Finalizes $100 Million Investment and Welcomes New Board Members
Published In: Business, New York 
Thursday, June 19, 2008 4:45 PM
< Archive for Mar 2010 >
SuMoTuWeThFrSa
 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
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
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 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.


SOURCE Westwood One, Inc.


 
Thursday, June 19, 2008 4:45 PM

Share Socially:
BlinkListBlinkList del.icio.usdel.icio.us DiggDigg FurlFurl ma.gnoliama.gnolia redditreddit SimpySimpy SpurlSpurl BlogMarksBlogMarks NewsvineNewsvine Share on Facebook Sphere: Related Content

Related Press Releases

ACCION Welcomes New Board Chair and Members
Published In: Business, Massachusetts 
Monday, June 29, 2009 11:04 AM
PSCA welcomes new members to the Board of Directors
Published In: Business, Illinois 
Thursday, October 8, 2009 3:23 PM
Blue Cross Foundation Welcomes New Board Members
Published In: Health, Minnesota 
Monday, March 2, 2009 4:30 PM
Pinkerton Government Services, Inc. Welcomes New Board Members
Published In: Business, Virginia 
Tuesday, January 19, 2010 3:18 PM
Blue Cross Foundation Welcomes New Board Chair and Members
Published In: Business, Minnesota 
Wednesday, October 29, 2008 4:21 PM
Peabody Awards Issues Call for Entries & Welcomes Four New Board Members
Published In: Business, Georgia 
Tuesday, September 22, 2009 12:56 PM
Social Investment Forum Announces New Board Members
Published In: Business, District of Columbia 
Monday, December 15, 2008 10:30 AM
Westwood One to Receive Equity Investment From The Gores Group
Published In: Business, New York 
Monday, February 25, 2008 9:00 AM
Contact Us | Terms of Use | Trademarks | Privacy Statement
(c) 2008-2009 Press Related