Cumulus Announces Reverse Stock Split
October 12 2016 - 10:55AM
Cumulus Media Inc. (NASDAQ:CMLS) today announced
that, at a special meeting of the Company's stockholders held
on October 12, 2016, its stockholders voted to approve a
1-for-8 reverse stock split of each class of the Company’s issued
and outstanding common stock. Upon the effectiveness of the
reverse stock split, every 8 shares of each class of Cumulus common
stock will be converted into 1 share of the same class of such
common stock. No fractional shares will be issued in
connection with the reverse stock split. A stockholder who
otherwise would have been entitled to receive a fractional share of
stock as a result of the reverse stock split will instead be
entitled to receive one whole share of the applicable class of
common stock. The reverse stock split will also result in a
corresponding reduction in the number of authorized shares of the
Company’s common stock.
The reverse stock split is being implemented primarily to
increase the trading price of the Company’s Class A common stock to
permit the Company to regain compliance with NASDAQ listing
requirements and to enhance the liquidity of the Class A common
stock.
The reverse split is expected to become effective at 5:00 p.m.
on October 12, 2016, and the Company’s split-adjusted
Class A common stock is expected to begin trading on
The NASDAQ Capital Market on October 13, 2016.
There will be no change in the Company's NASDAQ ticker symbol
(CMLS) as a result of the reverse stock split. The new CUSIP
number that will be applicable to the Class A common stock after
the reverse stock split is 231082603.
Stockholders who hold existing stock certificates will receive
written instructions by mail from the Company's transfer and
exchange agent, Computershare Trust Company. Stockholders who
hold their shares in brokerage accounts or in "street name" are not
required to take any action to effect the exchange of their shares.
Such stockholders will be contacted by their brokers with
instructions.
Additional information about the reverse stock split can be
found in Cumulus' Definitive Proxy Statement on Schedule 14A, filed
with the Securities and Exchange Commission on September
19, 2016.
About Cumulus MediaA 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 450
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 WestwoodOne network and numerous
digital channels. Together, the Cumulus/WestwoodOne platforms make
Cumulus Media one of the few media companies that can provide
advertisers with national reach and local impact.
Cumulus/WestwoodOne 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 StatementsCertain 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 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 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 meet the listing standards for our Class A
common stock 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 (the “2015 Form 10-K”) 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