Cumulus Media Announces Further Extension of Expiration Time in Exchange Offer and Consent Solicitation Relating to 6.750% Senior Secured First-Lien Notes due 2026
2024年4月3日 - 9:01PM
Cumulus Media Inc. (NASDAQ: CMLS) (the “Company” or “Cumulus”)
today announced that its subsidiary, Cumulus Media New Holdings
Inc. (the “Issuer”), has further extended the Expiration Time in
its previously-announced Exchange Offer and Consent Solicitation
(the “Exchange Offer and Consent Solicitation”), in which the
Issuer offered to exchange any and all of the Issuer’s outstanding
6.750% Senior Secured First-Lien Notes due 2026 (the “Old Notes”)
for new 8.750% 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 dated February 27, 2024 (the
“Offering Memorandum”). Capitalized terms used but not defined in
this press release have the respective meanings ascribed to such
terms in the Offering Memorandum.
The Issuer is further extending the previously announced New
Expiration Time, which was 5:00 p.m., New York City Time, on April
2, 2024, to 5:00 p.m., New York City Time, on April 9, 2024 (the
"Further Extended Expiration Time"). The deadline to validly
withdraw tenders of the Old Notes was not extended and expired at
5:00 p.m., New York City Time, on March 11, 2024. The Exchange
Offer and Consent Solicitation will expire at the Further Extended
Expiration Time, unless extended or terminated. The Further
Extended Expiration Time is subject to earlier termination,
withdrawal or extension by the Issuer in its sole and absolute
discretion. All other terms of the tender offer remain
unchanged.
The previously announced Early Tender Time lapsed at 5:00 p.m.,
New York City Time, on March 18, 2024. As such, holders that
validly tender and do not validly withdraw their Old Notes prior to
the Further Extended Expiration Time are only eligible to receive
$770.00 principal amount of New Notes. The Issuer will pay accrued
and unpaid interest to, but excluding, the Settlement Date, which
is as soon as practicable after the Further Extended Expiration
Time, in cash, to holders of Old Notes accepted for exchange
pursuant to the Exchange Offer and Consent Solicitation.
As of 5:00 p.m., New York City time, on April 2, 2024,
approximately $15 million aggregate 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 and Consent Solicitation. 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.
Questions or requests for assistance related to the Exchange
Offer and Consent Solicitation 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 and Consent
Solicitation.
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 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 and
Consent Solicitation is being made solely by the Offering
Memorandum. The Exchange Offer and Consent Solicitation 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.
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 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 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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