Cumulus Media Announces Expiration and Final Results of Exchange Offer and Consent Solicitation
02 Mayo 2024 - 7:47AM
Cumulus Media Inc. (NASDAQ: CMLS) (the “Company” or “Cumulus”)
today announced the expiration and final results of its
subsidiary’s, Cumulus Media New Holdings Inc. (the “Issuer”),
previously announced offer to exchange (as amended, the “Exchange
Offer”) any and all of its outstanding 6.750% Senior Secured
First-Lien Notes due 2026 (the “Old Notes”) for new 8.000% Senior
Secured First-Lien Notes due 2029 (the “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, dated February 27, 2024 (as amended by
Supplement No. 1, dated April 18, 2024, the “Offering Memorandum”).
All capitalized terms not defined herein are defined in the
Offering Memorandum, unless otherwise noted.
The Exchange Offer expired at midnight, New York City Time, on
May 1, 2024 (the "Expiration Time"). The Exchange Offer was 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 the Issuer may waive in its sole and absolute
discretion (the “Minimum Participation Condition”). The Issuer has
determined to exercise its valid discretion to waive the Minimum
Participation Condition.
As of the Expiration Time, approximately $325.7 million in
aggregate principal amount of the Old Notes, representing
approximately 94% of the total outstanding principal amount of the
Old Notes, had been tendered for exchange in connection with the
Exchange Offer.
The Issuer expects the settlement of the Exchange Offer to occur
today (the “Settlement Date”), upon which each $1,000 principal
amount of Old Notes validly tendered on or prior to the Expiration
Time and accepted for exchange will be exchanged into $940
principal amount of New Notes.
In connection with the Exchange Offer, the Issuer also solicited
consents from holders of Old Notes to certain proposed amendments
to the indenture governing the Old Notes (“the Old Notes
Indenture”) (such amendments, the “Proposed Amendments”), to, among
other things, eliminate substantially all restrictive covenants,
eliminate certain events of default, modify or eliminate certain
other provisions, and release all the collateral securing the Old
Notes. As a result of receiving consents from holders representing
over 66 2/3% of the Old Notes, the Issuer intends on entering into
a supplemental indenture to the Old Notes Indenture containing such
Proposed Amendments on the Settlement Date.
Concurrently with the Exchange Offer, the Issuer also expects to
consummate its offer to lenders (“Term 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 approximately 99.6% of their Old Term
Loans for new senior secured term loans (“New Term Loans”) issued
under a new 5-year 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.
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 was being made solely by the
Offering Memorandum. The Exchange Offer was 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
was 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
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