Cumulus Media Inc. (NASDAQ: CMLS) (the “Company” or “Cumulus”)
today announced that its subsidiary, Cumulus Media New Holdings
Inc. (the “Issuer”), has amended its previously announced offer to
exchange (as so amended, the “Exchange Offer”) any and all of the
Issuer’s outstanding 6.750% Senior Secured First-Lien Notes due
2026 (the “Old Notes”) for new 8.000% 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
(as supplemented, the “Offering Memorandum”) dated February 27,
2024, as amended by Supplement No. 1 (“Supplement No. 1”) dated
April 18, 2024. All capitalized terms not defined herein are
defined in the Offering Memorandum, unless otherwise noted.
Certain terms and timing of the Exchange Offer have changed,
including the Total Consideration (as defined below) and certain
terms of the New Notes, including their interest rate per annum,
which was reduced to 8.000%. The maturity of the New Notes has also
been amended and extended to July 1, 2029, which is 36 months after
the maturity of the Old Notes.
Holders who validly tender their Old Notes in the Exchange Offer
prior to the Expiration Time (as defined below) will now be
entitled to receive the Total Consideration set forth in the table
below.
|
|
|
|
Old NotesCUSIP Number or
ISIN |
|
Principal Amount of Old Notes Outstanding |
|
|
Total Consideration per $1,000 Principal Amount of Old
Notes if Tendered Prior to the Expiration Time |
23110AAA4 U1269CAA2 US23110AAA43 USU1269CAA28 |
|
$346,245,000 |
|
|
$940 principal amount of New Notes |
|
|
|
|
|
|
The Issuer is also extending the previously announced Newly
Extended Expiration Time, which was 5:00 p.m., New York City Time,
on April 18, 2024, to midnight, New York City Time, on May 1, 2024
(the "Amended Expiration Time"). In addition, the Issuer is
extending the previously announced deadline to validly withdraw
tenders of the Old Notes, which was 5:00 p.m., New York City Time,
on March 11, 2024, to 5:00 p.m., New York City Time, on April 22,
2024. The Amended Expiration Time is subject to earlier
termination, withdrawal or extension by the Issuer in its sole and
absolute discretion. The Exchange Offer and Consent Solicitation
will expire at the Amended Expiration Time, unless extended or
terminated. The Issuer will pay accrued and unpaid interest to, but
excluding, the Settlement Date, in cash, to holders of Old Notes
accepted for exchange pursuant to the Exchange Offer and Consent
Solicitation.
In addition to the foregoing, certain other amendments are
described in Supplement No. 1.
The Settlement Date of the Exchange Offer will be as soon as
practicable after the Expiration Time. Settlement of the Exchange
Offer is subject to the satisfaction or waiver of certain
conditions set forth in the Offering Memorandum.
Concurrently with the Exchange Offer, the Issuer is also
offering lenders under its senior secured term loans (the “Old Term
Loans”) borrowed under its credit agreement dated as of September
26, 2019 (the “Old Term Loan Credit Agreement”), to exchange their
Old Term Loans for new senior secured term loans (the “New Term
Loans”) issued under a new credit agreement (such exchange, the
“Term Loan Exchange Offer”), and in connection therewith deliver
consents for certain proposed amendments to the Old Term Loan
Credit Agreement, which was also similarly amended.
The Exchange Offer is now subject to the condition precedent
that a minimum of 95% of all aggregate principal amount of Old
Notes outstanding be tendered in the Exchange Offer, which
condition may be waived by the Issuer in its sole and absolute
discretion. Certain holders representing approximately 80% of the
aggregate principal amount of the Old Notes and approximately 97%
of the aggregate principal amount of the Old Term Loans have
already agreed to tender their Old Notes in the Exchange Offer and
Consent Solicitation, and participate in the Term Loan Exchange
Offer, as applicable, pursuant to a Transaction Support Agreement
(the “Transaction Support Agreement”), dated April 18, 2024.
As of 5:00 p.m., New York City time, on April 18, 2024,
approximately $15 million aggregate principal amount of Old Notes
(or approximately 4.4% of the aggregate outstanding principal
amount of the Old Notes) had been validly tendered pursuant to the
Exchange Offer and Consent Solicitation and not withdrawn.
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. 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.
D.F. King & Co., Inc. is acting as the Information Agent and
the Exchange Agent for the Exchange Offer. Questions or requests
for assistance related to the Exchange Offers 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.
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 for information purposes only and 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 is being made solely by the Offering
Memorandum. The Exchange Offer 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.
In addition, neither this announcement nor the Exchange Offer is
an offer to participate in the Term Loan Exchange Offer. The
Exchange Offer is conditioned upon the consummation of the Term
Loan Exchange Offer and there can be no assurances that the Term
Loan Exchange Offer will be consummated on the terms described in
the Offering Memorandum or at all. The Term Loan Exchange Offer is
also conditioned upon the consummation of the Exchange Offer.
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 the 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 the 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
Cumulus Media (NASDAQ:CMLS)
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