Cumulus Media Announces Extension of Early Tender Time in Exchange Offer and Consent Solicitation Relating to 6.750% Senior Secured First-Lien Notes due 2026
March 12 2024 - 8:30AM
Cumulus Media Inc. (NASDAQ: CMLS) (the “Company” or “Cumulus”)
today announced that its subsidiary, Cumulus Media New Holdings
Inc. (the “Issuer”), has extended the Early Tender Time in its
previously-announced Exchange Offer and Consent Solicitation (the
“Exchange Offer and Consent Solicitation”), in which the Issuer
offered to exchange any and all of the Issuer’s outstanding 6.750%
Senior Secured First-Lien Notes due 2026 (the “Old Notes”) for new
8.750% Senior Secured First-Lien Notes due 2029 (“New Notes”), to
be issued by the Issuer, upon the terms of and subject to the
conditions set forth in the confidential offering memorandum and
consent solicitation statement dated February 27, 2024 (the
“Offering Memorandum”). Capitalized terms used but not defined in
this press release have the respective meanings ascribed to such
terms in the Offering Memorandum.
The Issuer is extending the previously announced Early Tender
Time, which was 5:00 p.m., New York City Time, on March 11, 2024,
to 5:00 p.m., New York City Time, on March 18, 2024 (the "New Early
Tender Time"). The deadline to validly withdraw tenders of the Old
Notes was not extended and expired at 5:00 p.m., New York City
Time, on March 11, 2024. The Exchange Offer and Consent
Solicitation will expire at 5:00 p.m., New York City Time, on March
26, 2024 (the “Expiration Time”), unless extended or terminated.
The New Early Tender Time and Expiration Time are both subject to
earlier termination, withdrawal or extension by the Issuer in its
sole and absolute discretion. All other terms of the tender offer
remain unchanged.
Accordingly, holders that validly tender and do not validly
withdraw their Old Notes at or prior to the New Early Tender Time
will be eligible to receive $800.00 principal amount of New Notes
per $1,000 principal amount of Old Notes tendered (the “Total
Consideration”), which includes an early tender premium of $30.00
in principal amount of New Notes per $1,000 principal amount of Old
Notes tendered (the “Early Tender Premium”). Holders that validly
tender and do not validly withdraw their Old Notes after the New
Early Tender Time and at or prior to the Expiration Time will not
be eligible to receive the Early Tender Premium and will only be
eligible to receive $770.00 principal amount of New Notes. The
Issuer will pay accrued and unpaid interest to, but excluding, the
Settlement Date, which is as soon as practicable after the
Expiration Time, in cash, to holders of Old Notes accepted for
exchange pursuant to the Exchange Offer and Consent
Solicitation.
Only holders who have duly completed and submitted an
eligibility letter (which may be found at www.dfking.com/cumulus)
will be authorized to receive the Offering Memorandum and related
letter of transmittal (the “Exchange Offer Documents”) and
participate in the Exchange Offer and Consent Solicitation. The
eligibility letters will include certifications that the holder is
either (1) a “qualified institutional buyer” as defined in Rule
144A under the Securities Act of 1933 (the “Securities Act”) or (2)
a non-“U.S. person” (as defined in Rule 902 under the Securities
Act) located outside of the United States who is (i) not acting for
the account or benefit of a U.S. person, (ii) a “non-U.S. qualified
offeree” (as defined in the Exchange Offer Documents), and (iii)
not a resident in Canada.
Questions or requests for assistance related to the Exchange
Offer and Consent Solicitation or for additional copies of the
Exchange Offer Documents may be directed to D.F. King & Co.,
Inc. at (800) 431-9643 (toll free) or (212) 269-5550 (collect) or
cumulus@dfking.com (email). You may also contact your broker,
dealer, commercial bank, trust company or other nominee for
assistance concerning the Exchange Offer and Consent
Solicitation.
The New Notes have not been and will not be registered under the
Securities Act or the securities laws of any state, and may not be
offered or sold in the United States absent registration or an
exemption from the registration requirements of the Securities Act
and applicable state securities laws.
This announcement is not an offer to purchase or sell, a
solicitation of an offer to purchase or sell or a solicitation of
consents with respect to any securities. The Exchange Offer and
Consent Solicitation is being made solely by the Offering
Memorandum. The Exchange Offer and Consent Solicitation is not
being made to holders of Old Notes in any jurisdiction in which the
making or acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction.
Forward-looking statements
Certain statements in this release may constitute
“forward-looking” statements within the meaning of the Private
Securities Litigation Reform Act of 1995 and other federal
securities laws. Such statements are statements other than
historical fact and relate to our intent, belief or current
expectations primarily with respect to our future operating,
financial, and strategic performance and our plans and objectives,
including with regard to returning capital to shareholders. Any
such forward-looking statements are not guarantees of future
performance and involve risks, uncertainties and other factors that
may cause actual results, performance or achievements to differ
from those contained in or implied by the forward-looking
statements as a result of various factors. Such factors include,
among others, risks and uncertainties related to the Issuer’s
ability to consummate the Exchange Offer and Consent Solicitation
and/or the Term Loan Exchange Offer, the Company’s ability to
generate sufficient cash flows to service debt and other
obligations and ability to access capital, including debt or
equity, and the Company’s ability to achieve the benefits
contemplated by the Exchange Offer and Consent Solicitation and/or
the Term Loan Exchange Offer. We are subject to additional risks
and uncertainties described in our quarterly and annual reports
filed with the Securities and Exchange Commission from time to
time, including in the "Risk Factors," and "Management’s Discussion
and Analysis of Financial Condition and Results of Operations"
sections contained therein. You should not rely on forward-looking
statements since they involve known and unknown risks,
uncertainties and other factors that are, in some cases, beyond the
Company’s control, and the unexpected occurrence or failure to
occur of any such events or matters could cause our actual results,
performance, financial condition or achievements to differ
materially from those expressed or implied by such forward-looking
statements. Cumulus assumes no responsibility to update any
forward-looking statements, which are based upon expectations as of
the date hereof, as a result of new information, future events or
otherwise.
For further information, please
contact:Cumulus Media Inc.Investor
Relations DepartmentIR@cumulus.com 404-260-6600
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