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8-K - FORM 8-K - DIAL GLOBAL, INC. /DE/ | c23714e8vk.htm |
Exhibit 99.1
FOR IMMEDIATE RELEASE
DIAL GLOBAL COMPLETES MERGER WITH WESTWOOD ONE;
CREATES LEADING NETWORK RADIO COMPANY
CREATES LEADING NETWORK RADIO COMPANY
NEW YORK, NY, October 21, 2011 Dial Global announced today the successful completion of its
merger with Westwood One, Inc. in a stock for stock transaction following receipt of all necessary
regulatory and shareholder approvals. The merger creates a diverse radio programming, services and
advertising sales company providing more than 200 radio programs and services to over 7,000
stations. Effective Monday, October 24, 2011, the company will be listed on the NASDAQ under the
symbol DIAL.
The company maintains leadership positions in play-by-play sports (NFL, NCAA and MRN: Motor Racing
Network, among others), news (Associated Press, Wall Street Journal, CNBC and The Weather Channel
in addition to serving as the official distributor of CBS News, among others), talk (Dennis Miller,
Talk Radio Network and Charles Osgood, among others) and entertainment (CMT, Grammys and Country
Music Awards, among others). The company also produces the Dial Global 24/7 turnkey music formats
as well as prep services, jingles and imaging, and digital content. In addition, Dial Global serves
as the largest sales representative for independent third party providers of audio content,
including its partnership with Triton Digital.
The combined platform provides a broader and more diverse range of programming and services to
radio stations and advertisers than has ever been offered, said Spencer Brown, David Landau and
Ken Williams, managing partners of Dial Global. Dial Global remains committed to maintaining the
high level of service and accountability that our customers have come to expect.
Neal Schore, Chairman of Dial Globals newly-constituted Board of Directors, commented, Dial
Global has always been focused on serving the ever-evolving needs of the radio industry, and this
transaction will expand the programming and service offerings sought by both radio stations and
advertisers. On behalf of the board, I want to thank Rod Sherwood and the entire Westwood One team,
whose tremendous efforts have helped make this transaction possible.
Leadership and Operations
Dial Globals executive team will be led by Spencer Brown, David Landau and Ken Williams.
Dial Global will continue to be headquartered in New York City, with regional offices across the
United States in Atlanta, Chicago, Dallas, Denver, Detroit, Los Angeles, Miami, Nashville, San
Francisco, Seattle, and Washington, DC.
Board of Directors
The new Board of Directors will consist of nine directors, of whom three are classified as
independent. The board will be led by Neal Schore as Chairman. The independent directors include
Peter Murphy, Jules Haimovitz and Mel Ming, each of whom has enjoyed a distinguished career in the
media and entertainment industry.
Advisors
Macquarie Capital and Kirkland & Ellis LLP acted as financial advisor and legal advisor,
respectively, to Dial Global. Moelis & Company and Skadden Arps Slate Meagher & Flom LLP acted as
financial advisor and legal advisor, respectively, to Westwood One. Berenson & Company rendered a
fairness opinion, while General Electric Capital Corporation, ING Capital LLC and Macquarie Capital
provided committed debt financing in support of the transaction.
Ownership Structure
After giving effect to the transaction, funds managed by Oaktree Capital Management, L.P. and The
Gores Group, LLC, either directly or indirectly, own approximately 44% and 31%, respectively, of
the companys outstanding common shares.
About Dial Global
Dial Global is a diverse radio programming and advertising sales company that provides vital
content and services to more than 7,000 radio stations throughout the United States. Dial Global
produces and/or distributes over 200 news, sports, music, talk and entertainment radio programs as
well as audio content from live events and digital content. The company also produces the Dial
Global 24/7 turnkey music formats as well as prep services, jingles and imaging. In addition, Dial
Global serves as the largest sales representative for independent third party providers of audio
content. For more information, visit www.dial-global.com.
Forward-Looking Statements
This press release contains forward-looking statements regarding the merger of Dial Global and
Westwood One that are based on current expectations and estimates or assumptions. These
forward-looking statements involve risks and uncertainties that could cause actual results to
differ materially from those predicted in any such forward-looking statements. Such factors
include, but are not limited to, the failure to realize the expected benefits of the merger, the
ability to retain key personnel following the merger, general economic and business conditions that
may affect the companies following the merger, and other matters disclosed under the heading Risk
Factors in Westwood Ones most recent Quarterly Report on Form 10-Q, dated August 15, 2011.
Neither Dial Global nor Westwood One undertakes any obligation to update any forward-looking
statements as a result of new information, future developments or otherwise, except as expressly
required by law. All forward-looking statements in this announcement are qualified in their
entirety by this cautionary statement.
Contacts
Brian Schaffer
CJP Communications
212-279-3115 ext. 229
bschaffer@cjpcom.com
Brian Schaffer
CJP Communications
212-279-3115 ext. 229
bschaffer@cjpcom.com
Chris Brown
CJP Communications
212-279-3115 ext. 206
cbrown@cjpcom.com
CJP Communications
212-279-3115 ext. 206
cbrown@cjpcom.com