Cumulus Media Inc. (NASDAQ:CMLS) (the “Company”)
today announced it has extended the expiration date (the
“Expiration Date”) and early tender date (“Early Tender Date”) for
its previously announced private exchange offer (the “Exchange
Offer”) for any and all 7.75% Senior Notes due 2019 (the
“Outstanding Notes”) issued by Cumulus Media Holdings Inc., a
direct wholly-owned subsidiary of the Company, and guaranteed by
the Company.
The Expiration Date for the Exchange Offer has been extended to
5:00 p.m., New York City time, on March 13, 2017, from 11:59 p.m.,
New York City time, on January 10, 2017. In addition, the early
tender date for the Exchange Offer (the “Early Tender Date”) has
been extended to 5:00 p.m., New York City time, on January 23,
2017, from 11:59 p.m., New York City time, on January 10, 2017.
Eligible Holders (as defined herein) tendering their Outstanding
Notes prior to the Early Tender Date, as extended, that are
accepted for exchange, will receive the “Total Exchange
Consideration” described in the offering memorandum prepared in
connection with the Exchange Offer, dated December 12, 2016 (the
“Offering Memorandum”). All other applicable terms and conditions
of the Exchange Offer remain unchanged.
As of 11:59 p.m., New York City time, on January 10, 2017,
holders of $431,307,000 in aggregate principal amount of the
Outstanding Notes have validly tendered and not validly withdrawn
their Outstanding Notes, representing approximately 70.7% of the
Outstanding Notes currently outstanding.
Eligible Holders that have already validly tendered and not
validly withdrawn their Outstanding Notes do not need to re-tender
their Outstanding Notes and can no longer validly withdraw those
Outstanding Notes from the Exchange Offer, except to the extent
required by law, as withdrawal rights expired at 5:00 p.m., New
York City time, on December 23, 2016 (the “Withdrawal Deadline”).
Outstanding Notes tendered after the Withdrawal Deadline cannot be
withdrawn, except to the extent required by law.
The Exchange Offer is subject to, and conditioned upon, the
satisfaction or waiver of the conditions set out in the Offering
Memorandum and related letter of transmittal, subject to the
Company’s right to amend or terminate the Exchange Offer prior to
the Expiration Date.
The Exchange Offer is being made, and the revolving loans, the
participation interests, the trust certificates and the shares of
Class A common stock (or warrants, if applicable), Class D common
stock and Class E common stock each being offered in, or in
connection with, the Exchange Offer, are being offered and will be
issued, only to holders of Outstanding Notes that (a) are both (i)
“qualified institutional buyers” as defined in Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”), which
are also institutional “accredited investors” as defined in the
Securities Act, and (ii) “qualified purchasers” as defined in
Section 2(a)(51) of the Investment Company Act of 1940, as amended
(the “Investment Company Act”), and (b) are not “benefit plan
investors” as defined in Section 3(42) of the Employee Retirement
Income Security Act of 1974, as amended, in a private placement in
reliance upon an exemption from the registration requirements of
the Securities Act. The holders of Outstanding Notes that are
eligible to participate in the Exchange Offer pursuant to the
foregoing conditions are referred to as “Eligible Holders.” The
holders of Outstanding Notes that are not Eligible Holders are not
be able to receive the Offering Memorandum or to participate in the
Exchange Offer.
The offering of the revolving loans, the participation
interests, the trust certificates and the shares of Class A common
stock (or warrants, if applicable), Class D common stock and Class
E common stock in, or in connection with, the Exchange Offer will
not be registered under the Securities Act or any state securities
law. The trust certificates and the shares of Class A common stock
(or warrants, if applicable), Class D common stock and Class E
common stock will be subject to restrictions on transfer and may
not be offered or sold except pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the
Securities Act.
Further detail regarding the Exchange Offer, including the
consideration being provided in Exchange Offer and certain
conditions to the consummation of the Exchange Offer, has been
provided in Current Reports on Form 8-K filed with the Securities
and Exchange Commission on December 7, 2016 and December 13, 2016
and available on www.sec.gov. There is no assurance that these
conditions will be satisfied or waived.
The information contained in this press release shall not
constitute an offer to sell or exchange, or a solicitation of an
offer to sell or exchange, any securities in any jurisdiction in
which such offer, solicitation, sale or exchange would be unlawful.
The Exchange Offer is being made solely pursuant to the Offering
Memorandum and related letter of transmittal, which sets forth the
complete terms and conditions of the Exchange Offer.
About Cumulus Media
A leader in the radio broadcasting industry, Cumulus Media
(NASDAQ:CMLS) combines high-quality local programming with iconic,
nationally syndicated media, sports and entertainment brands to
deliver premium content choices to the 245 million people reached
each week through its 447 owned-and-operated stations broadcasting
in 90 U.S. media markets (including eight of the top 10), more than
8,200 broadcast radio stations affiliated with its Westwood One
network and numerous digital channels. Together, the
Cumulus/Westwood One platforms make Cumulus Media one of the few
media companies that can provide advertisers with national reach
and local impact. Cumulus/Westwood One is the exclusive radio
broadcast partner to some of the largest brands in sports,
entertainment, news, and talk, including the NFL, the NCAA, the
Masters, the Olympics, the GRAMMYs, the Academy of Country Music
Awards, the American Music Awards, the Billboard Music Awards,
Westwood One News, and more. Additionally, it is the nation's
leading provider of country music and lifestyle content through its
NASH brand, which serves country fans nationwide through radio
programming, exclusive digital content, and live events. For more
information, visit www.cumulus.com.
Forward-Looking Statements
Certain statements in this release may constitute
“forward-looking” statements. Such statements are statements other
than historical fact and relate to our intent, belief or current
expectations primarily with respect to certain historical and our
future operating, financial, and strategic performance. Any such
forward-looking statements are not guarantees of future performance
and may involve risks and uncertainties. Actual results may differ
from those contained in or implied by the forward-looking
statements as a result of various factors including, but not
limited to, risks and uncertainties relating to the need for
additional funds to service our debt and to execute our business
strategy, our ability to access borrowings under our revolving
credit facility, our ability from time to time to renew one or more
of our broadcast licenses, changes in interest rates, changes in
the fair value of our investments, the timing of, and our ability
to complete any acquisitions or dispositions pending from time to
time, costs and synergies resulting from the integration of any
completed acquisitions, our ability to effectively manage costs,
our ability to generate and manage growth, the popularity of radio
as a broadcasting and advertising medium, changing consumer tastes,
the impact of general economic conditions in the United States or
in specific markets in which we currently do business, industry
conditions, including existing competition and future competitive
technologies and cancellation, disruptions or postponements of
advertising schedules in response to national or world events, our
ability to generate revenues from new sources, including local
commerce and technology-based initiatives, the impact of regulatory
rules or proceedings that may affect our business from time to
time, our ability to continue to meet the listing standards for our
Class A common stock to continue to be listed for trading on the
NASDAQ stock market, the write off of a material portion of the
fair value of our FCC broadcast licenses and goodwill, and other
risk factors described from time to time in our filings with the
Securities and Exchange Commission, including our Form 10-K for the
year ended December 31, 2015 and any subsequently filed Forms 10-Q.
Many of these risks and uncertainties are beyond our control, and
the unexpected occurrence or failure to occur of any such events or
matters could significantly alter our actual results of operations
or financial condition. Cumulus Media Inc. assumes no
responsibility to update any forward-looking statement as a result
of new information, future events or otherwise.
For further information, please contact:
Cumulus Media Inc.
Collin Jones
Investor Relations
404-260-6600
collin.jones@cumulus.com