RADIO ONE, INC. (NASDAQ:ROIA) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On April 18, 2017, Radio One, Inc. (the Company) closed on a new
senior secured credit facility (the 2017 Credit Facility). The
2017 Credit Facility is governed by a credit agreement by and
among the Company, the lenders party thereto from time to time
and Guggenheim Securities Credit Partners, LLC, as administrative
agent, The Bank of New York Mellon, as collateral agent and
Guggenheim Securities, LLC sole lead arranger and sole book
running manager. The 2017 Credit Facility provides for $350
million in term loan borrowings, all of which was advanced and
outstanding on the date of the closing of the transaction.
senior secured credit facility (the 2017 Credit Facility). The
2017 Credit Facility is governed by a credit agreement by and
among the Company, the lenders party thereto from time to time
and Guggenheim Securities Credit Partners, LLC, as administrative
agent, The Bank of New York Mellon, as collateral agent and
Guggenheim Securities, LLC sole lead arranger and sole book
running manager. The 2017 Credit Facility provides for $350
million in term loan borrowings, all of which was advanced and
outstanding on the date of the closing of the transaction.
The 2017 Credit Facility matures on the earlier of (i) April 18,
2023 or (ii) in the event such debt is not repaid or refinanced,
91 days prior to the maturity of either of the Companys 7.375%
Senior Secured Notes due 2022 (the 2022 Notes) or the Companys
9.25% Senior Subordinated Notes due 2020 (2020 Notes). At the
Companys election, the interest rate on borrowings under the 2017
Credit Facility are based on either (i) the then applicable base
rate (as defined in the 2017 Credit Facility as, for any day, a
rate per annum (rounded upward, if necessary, to the next 1/100th
of 1%) equal to the greater of (a) the prime rate published in
the Wall Street Journal, (b) 1/2 of 1% in excess rate of the
overnight Federal Funds Rate at any given time, (c) the one-month
LIBOR rate commencing on such day plus 1.00%) and (d) 2%, or (ii)
the then applicable LIBOR rate (as defined in the 2017 Credit
Facility).
2023 or (ii) in the event such debt is not repaid or refinanced,
91 days prior to the maturity of either of the Companys 7.375%
Senior Secured Notes due 2022 (the 2022 Notes) or the Companys
9.25% Senior Subordinated Notes due 2020 (2020 Notes). At the
Companys election, the interest rate on borrowings under the 2017
Credit Facility are based on either (i) the then applicable base
rate (as defined in the 2017 Credit Facility as, for any day, a
rate per annum (rounded upward, if necessary, to the next 1/100th
of 1%) equal to the greater of (a) the prime rate published in
the Wall Street Journal, (b) 1/2 of 1% in excess rate of the
overnight Federal Funds Rate at any given time, (c) the one-month
LIBOR rate commencing on such day plus 1.00%) and (d) 2%, or (ii)
the then applicable LIBOR rate (as defined in the 2017 Credit
Facility).
The 2017 Credit Facility is (i) guaranteed by each entity that
guarantees the Companys 2022 Notes on a pari passu basis with the
guarantees of the Notes and (ii) secured on a pari passu basis
with the Companys 2022 Notes. The Companys obligations under the
2017 Credit Facility are secured, subject to permitted liens and
except for certain excluded assets (i) on a first priority basis
by certain notes priority collateral and (ii), on a second
priority basis by collateral for the Companys asset backed line
of credit.
guarantees the Companys 2022 Notes on a pari passu basis with the
guarantees of the Notes and (ii) secured on a pari passu basis
with the Companys 2022 Notes. The Companys obligations under the
2017 Credit Facility are secured, subject to permitted liens and
except for certain excluded assets (i) on a first priority basis
by certain notes priority collateral and (ii), on a second
priority basis by collateral for the Companys asset backed line
of credit.
In addition to any mandatory or optional prepayments, the Company
is required to pay interest on the term loans (i) quarterly in
arrears for the base rate loans, and (ii) on the last day of each
interest period for LIBOR loans. Certain voluntary prepayments of
the term loans during the first six months will require an
additional prepayment premium. Beginning with the interest
payment date occurring in June 2017 and ending in March 2023, the
Company will be required to repay principal to the extent then
outstanding, equal to 14 of 1% of the aggregate initial principal
amount of all term loans incurred on the effective date of the
2017 Credit Facility.
is required to pay interest on the term loans (i) quarterly in
arrears for the base rate loans, and (ii) on the last day of each
interest period for LIBOR loans. Certain voluntary prepayments of
the term loans during the first six months will require an
additional prepayment premium. Beginning with the interest
payment date occurring in June 2017 and ending in March 2023, the
Company will be required to repay principal to the extent then
outstanding, equal to 14 of 1% of the aggregate initial principal
amount of all term loans incurred on the effective date of the
2017 Credit Facility.
The 2017 Credit Facility contains customary representations and
warranties and events of default, affirmative and negative
covenants (in each case, subject to materiality exceptions and
qualifications) which may be more restrictive than those
governing the Notes. The 2017 Credit Facility also contains
certain financial covenants, including a maintenance covenant
requiring the Companys interest expense coverage ratio (defined
as the ratio of consolidated EBITDA to consolidated interest
expense) to be greater than or equal to 1.25 to 1.00 and its
total senior secured leverage ratio (defined as the ratio of
consolidated net senior secured indebtedness to consolidated
EBITDA) to be less than or equal to 5.85 to 1.00.
warranties and events of default, affirmative and negative
covenants (in each case, subject to materiality exceptions and
qualifications) which may be more restrictive than those
governing the Notes. The 2017 Credit Facility also contains
certain financial covenants, including a maintenance covenant
requiring the Companys interest expense coverage ratio (defined
as the ratio of consolidated EBITDA to consolidated interest
expense) to be greater than or equal to 1.25 to 1.00 and its
total senior secured leverage ratio (defined as the ratio of
consolidated net senior secured indebtedness to consolidated
EBITDA) to be less than or equal to 5.85 to 1.00.
A copy of the 2017 Credit Facility is attached as Exhibit 10.1 to
this Current Report on Form 8-K and is incorporated by reference
herein. The above description of the material terms of the 2017
Credit Facility is qualified in its entirety by reference to such
exhibit.
this Current Report on Form 8-K and is incorporated by reference
herein. The above description of the material terms of the 2017
Credit Facility is qualified in its entirety by reference to such
exhibit.
Item 1.02. Termination of a Material Definitive Agreement.
The proceeds from the 2017 Credit Facility were used to prepay in
full the Companys existing senior secured credit facility and the
agreement governing such credit facility (the 2015 Credit
Agreement) was terminated on April 18, 2017.
full the Companys existing senior secured credit facility and the
agreement governing such credit facility (the 2015 Credit
Agreement) was terminated on April 18, 2017.
The description of the 2015 Credit Agreement contained in Current
Reports on Form 8-K, filed on April 17, 2015 is incorporated by
reference into this Item 1.02.
Reports on Form 8-K, filed on April 17, 2015 is incorporated by
reference into this Item 1.02.
Cautionary Information Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of federal securities laws. For a
description of factors that may cause the Companys actual
results, performance or expectations to differ from any
forward-looking statements, please review the information under
the heading Risk Factors included in Item 1A of the Companys 2016
Annual Report on Form 10-K and other documents of the Companys on
file with or furnished to the Securities and Exchange Commission.
Any forward-looking statements made in this Current Report on
Form 8-K are qualified by these cautionary statements, and there
can be no assurance that the actual results or developments
anticipated by the Company will be realized or, even if
substantially realized, that they will have the expected
consequences to, or effects on, the Company or its business or
operations. Except as required by law, the Company undertakes no
obligation to update publicly or revise any forward-looking
statement, whether as a result of new information, future
developments or otherwise. We caution you that actual outcomes
and results may differ materially from what is expressed, implied
or forecasted by the Companys forward-looking statements.
statements within the meaning of federal securities laws. For a
description of factors that may cause the Companys actual
results, performance or expectations to differ from any
forward-looking statements, please review the information under
the heading Risk Factors included in Item 1A of the Companys 2016
Annual Report on Form 10-K and other documents of the Companys on
file with or furnished to the Securities and Exchange Commission.
Any forward-looking statements made in this Current Report on
Form 8-K are qualified by these cautionary statements, and there
can be no assurance that the actual results or developments
anticipated by the Company will be realized or, even if
substantially realized, that they will have the expected
consequences to, or effects on, the Company or its business or
operations. Except as required by law, the Company undertakes no
obligation to update publicly or revise any forward-looking
statement, whether as a result of new information, future
developments or otherwise. We caution you that actual outcomes
and results may differ materially from what is expressed, implied
or forecasted by the Companys forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(a) Exhibits.
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Exhibit No.
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Description
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10.1
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Credit Agreement, dated as of April 18, 2017, among Radio
One, Inc., the lenders party thereto from time to time and Guggenheim Securities Credit Partners, LLC, as administrative agent, The Bank of New York Mellon, as collateral agent and Guggenheim Securities, LLC sole lead arranger and sole book running manager. |
About RADIO ONE, INC. (NASDAQ:ROIA)
Radio One, Inc. together with its subsidiaries, is an urban-oriented, multi-media company. The Company’s radio broadcasting franchise business primarily targets African-American and urban listeners. It operates through four segments: radio broadcasting; Reach Media, Inc. (Reach Media); Internet, and cable television. The radio broadcasting segment consists of its radio broadcast operations. The Reach Media segment consists of the results of operations for the Tom Joyner Morning Show, and related activities and operations of other syndicated radio shows, including the Rickey Smiley Morning Show, the Yolanda Adams Morning Show, the Russ Parr Morning Show and the DL Hughley Show. The Internet segment includes the results of its online business, which includes Websites from all of its business divisions. The cable television segment consists of the operations of TV One, LLC. It owns and/or operates approximately 60 broadcast stations located in over 20 urban markets in the United States. RADIO ONE, INC. (NASDAQ:ROIA) Recent Trading Information
RADIO ONE, INC. (NASDAQ:ROIA) closed its last trading session down -0.15 at 3.20 with 201 shares trading hands.
