Cumulus Media Inc. Announces Two Acquisitions.Business Editors
ATLANTA--(BUSINESS WIRE)--Nov. 19, 2001
Cumulus cumulus: see cloud. Agrees to Acquire Aurora Communications, LLC (Logical Link Control) See "LANs" under data link protocol.
LLC - Logical Link Control
18 Stations in Connecticut and New York New York, state, United States
New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of
Signs Letter of Intent to Acquire
3 Stations in Nashville from DBBC DBBC Database Consistency Checker , LLC
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 ) today announced that it has signed a definitive agreement to acquire Aurora Communications, LLC ("Aurora"), which owns and operates 18 radio stations in Connecticut The following is a list of full-power, FCC-licensed radio stations in the U.S. state of Connecticut which can be sorted by their call signs, frequencies, cities of license, owners, and programming formats. and New York.
Cumulus also announced that it has signed a letter of intent to acquire 3 radio stations in Nashville, Tennessee “Nashville” redirects here. For other uses, see Nashville (disambiguation).
Nashville is the capital and the second most populous city of the U.S. state of Tennessee, after Memphis. , from DBBC, LLC.
Lew Dickey, Cumulus' Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. noted, "The transactions we are announcing today represent another important milestone in the development of this Company. We are adding a total of 21 stations across six markets, and approximately $44 million of gross revenue on a trailing twelve month basis that will increase our pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts.
The phrase pro forma EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become by approximately 40%. Furthermore, we are adding great assets and talented people to our Company, and positioning Cumulus for future growth."
The Aurora Acquisition
Cumulus will acquire Aurora for $93 million in cash or assumed debt and approximately 10.6 million shares of the Company's Common Stock. As part of the transaction, the Company has also agreed to issue warrants to purchase approximately 833,333 additional shares of Common Stock.
Aurora operates multiple-station clusters in Bridgeport, CT, Danbury, CT, Newburgh-Middletown, NY, Westchester County, NY, and Poughkeepsie, NY. This acquisition will increase Cumulus' presence in the Northeast Region and provide Cumulus with an entree into the strategically vital metropolitan New York markets.
The markets and stations to be acquired in the Aurora transaction are as follows:
-- Westchester County, New York (Market Rank No. 59) - WFAS-FM, WFAS-AM, WFAF-FM; -- Bridgeport, Connecticut (Market Rank No. 110) - WEBE-FM, WICC-FM; -- Newburgh-Middletown, NY (Market Rank No. 143) - WALL-FM, WRRV-FM; -- Poughkeepsie, NY (Market Rank No. 160) - WPDH-FM, WPDA-FM, WRRB-FM, WZAD-FM, WCZX-FM, WEOK-AM, WKNY-AM; -- Danbury, Connecticut (Market Rank No. 194) - WRKI-FM, WAXB-FM, WINE-FM, WPUT-AM
Aurora's CEO Frank Osborn, who will be joining the Cumulus Board of Directors following the completion of the transaction, added, "We believe this transaction is highly beneficial to both the stockholders of Aurora and the operations of the stations. Station management will remain unchanged with Vince Cremona continuing to oversee day-to-day operations of the stations. At the same time, the stations will have access to the resources and capital of a larger company. We look forward to working with the Cumulus team to contribute to a company at the forefront of the broadcasting industry."
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. Capital Investors, through BA Capital Company, L.P. ("BA Capital"), currently owns approximately 840,000 shares of Cumulus' publicly traded Class A Common Stock, and approximately 2 million shares of Cumulus' nonvoting Class B Common Stock. An affiliate of BA Capital owns a majority of the equity of Aurora, and will receive approximately 9 million shares of a new class of nonvoting Common Stock of Cumulus in the acquisition. Those shares convert into voting shares Voting Shares
Shares that give the stockholder the right to vote on matters of corporate policy making as well as who will compose the members of the board of directors.
Different classes of shares, such as preferred stock, sometimes don't allow for voting rights. upon their transfer to another party or as otherwise permitted by FCC (1) (Federal Communications Commission, Washington, DC, www.fcc.gov) The U.S. government agency that regulates interstate and international communications including wire, cable, radio, TV and satellite. The FCC was created under the U.S. regulations.
Robert H. Sheridan, III a Managing Director with Bank of America Capital Investors, also added, "We continue to believe in Cumulus and its management team. This transaction demonstrates our commitment to the Company as evidenced by the significant stake we will hold upon completion of the transaction."
Greenbridge Partners, LLC provided a fairness opinion Fairness Opinion
A report put together by qualified analysts or advisors providing to key decision makers an evaluation of and facts about a merger or acquisition.
A fairness opinion serves as a document used for guidance in a merger, takeover, or acquisition. to the Board of Directors of Cumulus Media Inc. in connection with the Aurora acquisition.
The DBBC Acquisition
Cumulus also announced that it has signed a letter of intent to acquire three radio stations in Nashville, Tennessee, from DBBC, LLC in exchange for 5,250,000 shares of the Company's Class A Common Stock, the assumption of approximately $21 million in liabilities of DBBC, and the issuance of warrants to purchase 250,000 additional shares of Common Stock.
The three stations to be acquired from DBBC are:
-- Nashville, Tennessee (Market Rank No. 44) - WQQK-FM, WNPL-FM
Marty Gausvik, Executive Vice President, Treasurer, and Chief Financial Officer of Cumulus noted, "The DBBC acquisition represents an entry into the 44th rated Arbitron metro, Cumulus' largest market to date. We are acquiring the perennial market leader, WQQK-FM and two developing `sticks' in WNPL-FM and WRQQ-FM. DBBC's Managing Partner, Michael Dickey, will remain in Nashville and continue to oversee market operations."
A special committee of the Board of Directors has negotiated the terms of the letter of intent with DBBC on behalf of Cumulus. The letter of intent is non-binding and the DBBC acquisition is subject to negotiation and execution of a definitive acquisition agreement. DBBC, LLC is principally controlled by Lew Dickey, the Chairman and CEO of Cumulus, John Dickey John Dickey (June 23, 1794 - March 14, 1853) was a Whig member of the U.S. House of Representatives from Pennsylvania.
John Dickey (father of Oliver James Dickey) was born in Greensburg, Pennsylvania. , Executive Vice President of Cumulus, David Dickey and Michael Dickey.
Houlihan, Lokey, Howard & Zukin Financial Advisors, Inc. is advising the special committee as to valuation and fairness in connection with the DBBC acquisition.
Both the Aurora acquisition and the DBBC acquisition are subject to the approval of the shareholders of Cumulus, and of the Federal Communications Commission Federal Communications Commission (FCC), independent executive agency of the U.S. government established in 1934 to regulate interstate and foreign communications in the public interest. , as well as clearance under the Hart-Scott Rodino Act and other customary closing conditions. The Company expects to receive the necessary approvals and complete the acquisitions in the first half of 2002.
The Company will hold a conference call to discuss the Aurora and DBBC acquisitions on Tuesday afternoon, November 20, 2001. Details regarding the time and dial in number for the conference call will be distributed later today.
Information about Cumulus
Giving effect to the completion of all pending acquisitions and divestitures, Cumulus Media will own and operate 245 radio stations in 51 mid-size U.S. media markets. The Company's headquarters are in Atlanta, GA, and its web site is www.cumulus.com. In addition, the Company owns and operates a multi-market radio network in the English-speaking Caribbean.
Certain statements within this release constitute "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Such forward looking statements are subject to numerous known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements in light of future decisions by the Company, and by market, economic, competitive, regulatory and technological developments beyond the Company's control.
The words or phrases "expect", "anticipate", "estimates" and "forecast" and similar words or expressions are intended to identify such forward-looking statements. In addition, any statements that refer to expectations or other characterizations of future events or circumstances are forward-looking statements. Investors should examine the filings that are made with the SEC by the Company from time to time, which more fully describe the risks and uncertainties associated with Cumulus Media Inc.'s business. Except as otherwise stated in this news announcement, Cumulus Media Inc. does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.
Securities Law Legends
Cumulus Media will be filing a proxy statement Proxy Statement
A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. and other relevant documents concerning these transactions with the Securities and Exchange Commission (the "SEC"). We urge investors to read the proxy statement and any other relevant documents that will be filed with the SEC, because they will contain important information about the proposed transactions. Investors will be able to obtain the documents (when available) free of charge at the SEC's web site, www.sec.gov. In addition, documents filed with the SEC by Cumulus Media will be available free of charge by requesting them in writing from Cumulus Media Inc., 3535 Piedmont Road Piedmont Road, in Milpitas and San Jose, CA, is a primarily residential, two-lane, north-south avenue that runs between Calaveras Boulevard and Penitencia Creek. At its northern terminus, it continues with the name Evans Road. , NE, Building 14, 14th Floor, Atlanta, Georgia 30305, Attention: Secretary, or by telephone at (404) 949-0700.
Cumulus Media and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Cumulus Media shareholders. You can obtain more information about Cumulus Media's directors and executive officers, and their beneficial interests in Cumulus Media's common stock, from filings made with the SEC, which are available at the SEC's web site, www.sec.gov. Information about the interests of the directors and executive officers in these transactions will be contained in the proxy statement when it becomes available.