Cumulus Media Inc. Announces Increased Credit Facility and Satisfaction of Financing Condition under Its Dutch Auction Tender Offer.ATLANTA -- Cumulus Media Cumulus Media, Inc. (also known as Cumulus Broadcasting) NASDAQ: CMLS is a large owner of radio stations in markets in the United States with 307 stations in 61 markets as of December 31, 2005. Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : CMLS CMLS Central Minnesota Legal Services CMLS Chemical Movement in Layered Soils CMLS Centralized Mail List Services (GSA) CMLS Contractor Maintenance & Logistics Support ) announced today that, in connection with its previously announced "Dutch auction Dutch Auction An auction where the price on an item is lowered until it gets its first bid, and then the item is sold at that price. Notes: The U.S. Treasury (and other countries) uses a Dutch auction when it sells securities. " tender offer, it has entered into an $850 million credit agreement (the "Credit Agreement"). As a result, the financing condition under its tender offer has been deemed satisfied. The Credit Agreement was entered into with a syndicate of financial institutions led by Bank of America
Bank of America (NYSE: BAC TYO: 8648 ) is the largest commercial bank in the United States in terms of deposits, and the largest company of its kind in the world. , N.A. The Credit Agreement provides for a $100.0 million revolving credit Revolving Credit A line of credit where the customer pays a commitment fee and is then allowed to use the funds when they are needed. It is usually used for operating purposes, fluctuating each month depending on the customers current cash flow needs. facility and a $750.0 million term loan. The proceeds of the term loan will be used to, among other things, repay all amounts owed under the Company's existing credit facilities, to purchase shares of the Company's Class A Common Stock pursuant to the tender offer, to purchase shares of the Company's Class B Common Stock pursuant to the previously announced stock purchase agreement entered into with certain affiliates of Bank of America Corporation in conjunction with the tender offer, and to pay related fees and expenses. Funding under the Credit Agreement is subject to conditions customary for financing transactions of this nature, and is also subject to the additional condition that shares of Class A Common Stock have been accepted for payment in the tender offer. The completion of debt financing Debt Financing When a firm raises money for working capital or capital expenditures by selling bonds, bills, or notes to individual and/or institutional investors. In return for lending the money, the individuals or institutions become creditors and receive a promise to repay on terms and conditions satisfactory to Cumulus cumulus: see cloud. in an amount sufficient to, among other things, purchase shares pursuant to the tender offer, purchase shares of Class B Common Stock pursuant to the stock purchase agreement and pay related fees and expenses had been a condition to completion of the tender offer. This condition has now been deemed satisfied by Cumulus. This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of any class of the Company's common stock. The solicitation of offers to buy shares of Cumulus common stock is being made only pursuant to the offer to purchase, the letter of transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. and related documents that Cumulus has filed with the Securities and Exchange Commission and has distributed to its stockholders. Stockholders and investors should read carefully the offer to purchase and related materials because they contain important information, including the various terms of, and conditions to, the tender offer. Stockholders and investors are able to obtain copies of the tender offer statement on Schedule TO, the offer to purchase, the letter of transmittal and related documents without charge from the Securities and Exchange Commission at the Commission's web site at www.sec.gov. Stockholders and investors are able to obtain a copy of these documents, as well as any other documents that Cumulus has filed with the Securities and Exchange Commission, without charge, from the information agent, MacKenzie Partners, Inc., by calling (800) 322-2885 or (212) 929-5500, or by email at proxy@mackenziepartners.com. All inquires regarding the tender offer should be directed to the information agent, MacKenzie Partners, Inc., by calling (800) 322-2885. |
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