Cumulus Media Inc. Completes Tender Offer and Refinancing.Business Editors ATLANTA--(BUSINESS WIRE)--April 30, 2003 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. (the "Company") (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 the successful completion of the tender offer and consent solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc its outstanding 10 3/8% Senior Subordinated Notes Due 2008 (the "Notes"). The Company accepted and paid for all validly tendered Notes pursuant to the offer. The offer expired at 12:01 a.m., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on April 30, 2003 (the "Tender Offer Expiration Date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. "). The offer was made pursuant to the Offer to Purchase and Consent Solicitation Statement dated April 2, 2003. As of the Tender Offer Expiration Date, $88,786,000 in principal amount of the Notes had been tendered (and not withdrawn). As previously announced, the requisite consents to the proposed amendments to the indenture relating to the Notes were received by 5:00 p.m., New York City time, on April 15, 2003 (the "Consent Expiration Date"). After completing the tender offer, $13.7 million in principal amount of the Notes remain outstanding. The outstanding Notes may be called for redemption by the Company at any time after July 1, 2003. Holders who validly tendered (and did not withdraw) their Notes at or prior to the Tender Offer Expiration Date received $1,081.80 per $1,000 in principal amount of Notes, which included accrued and unpaid interest on the Notes to, but not including, April 30, 2003. In addition, those holders who validly consented to the proposed amendments to the indenture at or prior to the Consent Expiration Date received a consent payment of $20.00 per $1,000 in principal amount of Notes, for a total tender offer consideration of $1,101.80 per $1,000 in principal amount of Notes. J.P. Morgan Securities Inc. served as the dealer manager for the offer and the solicitation agent for the solicitation. MacKenzie Partners, Inc. served as the information agent. Concurrently with the completion of the offer and solicitation, Cumulus cumulus: see cloud. announced today that it had received financing in the form of a new $325 million Tranche C term loan under its existing credit agreement. Cumulus used the proceeds from the Tranche C term loan to pay the consideration for the tendered Notes and the consents that were delivered, and to repay the $175 million Tranche B term loan outstanding, and $15 million of the $30 million in currently outstanding revolving loan borrowings, under its existing credit agreement. The remaining proceeds, after paying related expenses, are approximately $34 million, and remain available to Cumulus for general corporate purposes, including repayment of indebtedness and potential future acquisitions. The Tranche C term loan was arranged by JPMorgan Chase JPMorgan Chase (NYSE: JPM TYO: 8634 ) is one of the oldest financial services firms in the world. The company, headquartered in New York City, is one of the leaders in investment banking, financial services, asset and wealth management and private equity. With assets of $1. Bank, an affiliate of J.P. Morgan Securities Inc. Cumulus Media Inc. is the second-largest radio company in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. based on station count. Giving effect to the completion of all announced pending acquisitions and divestitures, Cumulus Media will own and operate 268 radio stations in 55 mid-size, U.S. media markets. The company's headquarters are in Atlanta, Georgia, and its web site is www.cumulus.com. Statements in this release, including statements relating to the integration of acquisitions and any earnings or revenue projections, are "forward-looking" statements, which are statements that relate to Cumulus Media Inc.'s future plans, revenues, station operating income Operating Income The profit realized from a business' own operations. Notes: This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit. , earnings, objectives, expectations, performance, and similar projections, as well as any facts or assumptions underlying these statements or projections. Actual results may differ materially from the results expressed or implied in these forward-looking statements, due to various risks, uncertainties or other factors. These factors include competition within the radio broadcasting industry, advertising demand in our markets, the possibility that advertisers may cancel or postpone schedules in response to political events, competition for audience share, our success in executing and integrating acquisitions, our ability to generate sufficient cash flow to meet our debt service obligations and finance operations, and other risk factors described from time to time in Cumulus Media Inc.'s filings with the Securities and Exchange Commission, including Cumulus Media Inc.'s Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended December 31, 2002. Cumulus Media Inc. assumes no responsibility to update the forward-looking statements contained in this release as a result of new information, future events or otherwise. |
|
||||||||||||||||

Printer friendly
Cite/link
Email
Feedback
Reader Opinion