top of page

Cumulus Media Inc. - Exchange Offer and Consent Solicitation 2024 (US) - Expiration and Final Results

Cumulus Media Announces Expiration and Final Results of Exchange Offer and Consent Solicitation


02 MAY 2024


Full announcement including disclaimers and offer restrictions available via Globenewswire


...


"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."


...


 
Cumulus Media Announces New Further Extension of Expiration Time in Exchange Offer and Consent Solicitation Relating to 6.750% Senior Secured First-Lien Notes due 2026 - - US23110AAA43 - USU1269CAA28

10 APRIL 2024


Full announcement including disclaimers and offer restrictions available via Globenewswire


...


"The Issuer is further extending the previously announced Further Expiration Time, which was 5:00 p.m., New York City Time, on April 9, 2024, to 5:00 p.m., New York City Time, on April 12, 2024 (the "New 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 New Further Extended Expiration Time, unless extended or terminated. The New 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 New 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 New 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 9, 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."


...


 

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 - US23110AAA43 - USU1269CAA28

03 APRIL 2024


Full announcement including disclaimers and offer restrictions available via Globenewswire


...


"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."


...


 
Cumulus Media Announces Extension of Expiration Time in Exchange Offer and Consent Solicitation Relating to 6.750% Senior Secured First-Lien Notes due 2026 - US23110AAA43 - USU1269CAA28

27 MARCH 2024


Full announcement including disclaimers and offer restrictions available via Globenewswire


...


"The Issuer is extending the previously announced Expiration Time, which was 5:00 p.m., New York City Time, on March 26, 2024, to 5:00 p.m., New York City Time, on April 2, 2024 (the "New 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 New Expiration Time, unless extended or terminated. The New 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 New 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 New 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 March 26, 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."


...

 
Cumulus Media Announces Extension of Early Tender Time in Exchange Offer and Consent Solicitation Relating to 6.750% Senior Secured First-Lien Notes due 2026 - US23110AAA43 - USU1269CAA28

12 MARCH 2024


Full announcement including disclaimers and offer restrictions available via Globenewswire


...


"The Issuer is extending the previously announced Early Tender Time, which was 5:00 p.m., New York City Time, on March 11, 2024, to 5:00 p.m., New York City Time, on March 18, 2024 (the "New Early Tender 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 5:00 p.m., New York City Time, on March 26, 2024 (the “Expiration Time”), unless extended or terminated. The New Early Tender Time and Expiration Time are both 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.


Accordingly, holders that validly tender and do not validly withdraw their Old Notes at or prior to the New Early Tender Time will be eligible to receive $800.00 principal amount of New Notes per $1,000 principal amount of Old Notes tendered (the “Total Consideration”), which includes an early tender premium of $30.00 in principal amount of New Notes per $1,000 principal amount of Old Notes tendered (the “Early Tender Premium”). Holders that validly tender and do not validly withdraw their Old Notes after the New Early Tender Time and at or prior to the Expiration Time will not be eligible to receive the Early Tender Premium and will only be 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 Expiration Time, in cash, to holders of Old Notes accepted for exchange pursuant to the Exchange Offer and Consent Solicitation."


...


 
Cumulus Media Announces Exchange Offer and Consent Solicitation Relating to 6.750% Senior Secured First-Lien Notes due 2026 - US23110AAA43 - USU1269CAA28

27 FEBRUARY 2024


Full announcement including disclaimers and offer restrictions available via Cumulus Media Inc.


ATLANTA, GA — February 27, 2024 – Cumulus Media Inc. (NASDAQ: CMLS) (the “Company” or “Cumulus”) today announced that its subsidiary, Cumulus Media New Holdings Inc. (the “Issuer”), has commenced an offer to exchange (the “Exchange Offer”) 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”). All capitalized terms not defined herein are defined in the Offering Memorandum, unless otherwise noted.

The table below summarizes the principal economic terms of the Exchange Offer:




...

Tags:

8 views0 comments

Comments


bottom of page