Radio One Inc. announced that it intends to offer, subject to market and other customary conditions, $335 million in aggregate principal amount of senior subordinated notes due 2020 in a private offering that is exempt from registration under the Securities Act of 1933, as amended. The Notes will be guaranteed, jointly and severally, on a senior subordinated basis by certain of the company's existing and future domestic subsidiaries and any other subsidiaries that guarantee any of its senior credit facility, other syndicated bank indebtedness or capital markets securities. The Notes and the related guarantees will be senior subordinated obligations of the Company and the guarantors.

The company intends to use the net proceeds from the offering to repurchase or otherwise redeem all of the amounts currently outstanding under its 12.5%/15.0% senior subordinated notes due 2016 and to pay the related accrued interest, premiums, fees and expenses associated therewith. The Notes and the related guarantees will be offered only to "qualified institutional buyers" pursuant to Rule 144A under the Securities Act and to certain persons outside of the United States in compliance with Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.