NEW YORK, March 3 /PRNewswire-FirstCall/ -- Westwood One, Inc. (NYSE:WON) (the "Company" or "Westwood") announced today that it and CBS Radio,Inc. ("CBS Radio") closed the transactions contemplated by the MasterAgreement dated October 2, 2007, which solidifies a long-term distributionarrangement between the parties through March 2017. The Master Agreement,and the agreements attached as exhibits thereto (collectively, the "CBSRadio Agreements"), were filed with the SEC as part of the Company'sdefinitive proxy statement on December 21, 2007 and were approved by theCompany's shareholders on February 12, 2008. The CBS Radio Agreementsinclude the Amended and Restated News Programming Agreement, the Amendedand Restated Trademark License Agreement, the Amended and RestatedTechnical Services Agreement and Mutual General Release and Covenant Not toSue, all of which are effective immediately. The Westwood affiliationagreements and Metro affiliation agreements with the CBS Radio stations areeffective March 1, 2008 pursuant to the terms of the Master Agreement. Aspart of the CBS closing, the Management Agreement and RepresentationAgreement between Westwood and CBS Radio have terminated. Going forward,the Company will manage its business directly and separately from CBSRadio, and employ all of its own officers. A detailed description of theCBS Radio Agreements was filed with the SEC as part of the Company'sdefinitive proxy statement on December 21, 2007. The Company also announced the closing of the sale and issuance of7,142,857 shares of Westwood One common stock to Gores Radio Holdings, LLC(together with certain related entities, "Gores"), an entity managed by TheGores Group, LLC, at a price of $1.75 per share for an aggregate purchaseamount of $12.5 million. The sale is the first part of an equity investmentby Gores announced by Westwood on February 25, 2008. At Westwood One'soption, Gores has agreed to purchase: (i) up to an additional 7,142,857shares of common stock at $1.75 per share and (ii) between $50.0 and $75.0million of 7.5% Series A Convertible Preferred Stock with an initialconversion price of $3.00 per share and Warrants (issued in three tranches)to purchase up to 10 million shares of Westwood One common stock, suchWarrants to be exercisable at $5.00/share, $6.00/share and $7.00/share,respectively. A detailed description of the Gores equity investment andcopies of the Gores agreements were filed with the SEC as exhibits to theCompany's Current Report on Form 8- K on February 27, 2008. Additionally, the Company announced Amendment No. 2 and Amendment No. 3to the Credit Agreement, dated as of March 3, 2004, between Westwood One,Inc., the Subsidiary Guarantors parties thereto, the Lenders partiesthereto and JPMorgan Chase Bank, N.A., as Administrative Agent, as amendedby Amendment No. 1, have become effective. As part of such amendments: (i)the total debt ratio covenant will remain at 4.00 to 1 for the remainder ofthe term of the Credit Agreement, (ii) the Revolving Credit Commitmentswill be reduced from $125 million to $75 million and (iii) the provisionspecifying termination of the Company's Management Agreement with CBS RadioInc. is an event of default was deleted from the Credit Agreement. A copyof Amendment Nos. 2 and 3 to the Credit Agreement has been filed with theSEC as exhibits to the Company's Current Reports on Form 8-K on January 15,2008 and February 29, 2008, respectively. As part of the Credit Agreementamendments, twenty percent (20%) of the net cash proceeds from the Goresinvestment will be used to prepay the term loan under the Credit Agreement. About Westwood One Westwood One (NYSE:
Westwood One Announces Closing of CBS Radio Agreements and Gores Equity Investment of $12.5 Million
Published March 05, 2008, 10:23 p.m. EST
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Updated March 03, 2008, 5:11 p.m. EST
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