This Day On The Street
Continue to site right-arrow
This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here
Stocks Under $10 with 50-100% upside potential - 14 days FREE!

Cumulus Media Inc. Announces Completion Of The Acquisition Of Citadel Broadcasting Corporation And Related Global Refinancing

Stocks in this article: CMLS

Cumulus Media Inc. (“Cumulus Media”) (NASDAQ: CMLS) today announced that it has completed its previously announced acquisition of Citadel Broadcasting Corporation (“Citadel”), and as a result Citadel is now an indirect wholly-owned subsidiary of Cumulus. With the completion of the Citadel acquisition, Cumulus Media is the largest pure-play radio broadcaster in the United States, and owns or operates more than 570 radio stations in 120 markets and a nationwide radio network serving over 4000 stations.

Based on preliminary results of the elections by Citadel stockholders and warrant holders, and the application of the proration procedures provided for in the merger agreement with Citadel, Cumulus Media expects to pay a total of approximately $1.418 billion in cash and issue approximately 26,229,056 shares of its Class A common stock and warrants to purchase 71,683,741 shares of its Class A common stock to Citadel securityholders in connection with the Citadel acquisition. As a result of the application of those proration procedures, Citadel stockholders and warrant holders who elected to receive cash in the Citadel acquisition (or who did not make an election) will receive, per Citadel share or warrant, as applicable, $30.40 in cash and 1.521 shares of (or warrants exercisable for) Cumulus Media common stock. Citadel stockholders and warrant holders who elected to receive stock in the Citadel acquisition will receive, per Citadel share or warrant, as applicable, 8.525 shares of (or warrants exercisable for) Cumulus Media Class A common stock. Cumulus Media will pay cash in lieu of issuing fractional shares of its Class A common stock as provided for, and pursuant to the procedures set forth in, the merger agreement.

In connection with the closing of the Citadel acquisition and the completion of Cumulus Media’s previously announced global refinancing related thereto, Cumulus Media also repaid approximately $1.4 billion in outstanding senior or subordinated indebtedness and other obligations of Cumulus Media and certain of its other wholly-owned subsidiaries, and of Citadel. Cumulus Media’s $610.0 million of 7.75% senior notes due 2019, issued in May 2011, remain outstanding. This global refinancing, and the cash portion of the purchase price payable in the Citadel acquisition, is being funded with (i) $1.325 billion in borrowings under a new first lien term loan, $200.0 million in borrowings under a new first lien revolving credit facility and $790.0 million in borrowings under a new second lien term loan, and (ii) proceeds from the sale of $475.0 million in shares of Cumulus Media’s common stock, preferred stock and warrants to purchase common stock to certain investors (the “Equity Investment”) in a private placement exempt from the registration requirements under the Securities Act of 1933.

1 of 3

Select the service that is right for you!

Action Alerts PLUS
Try it NOW

Jim Cramer and Stephanie Link actively manage a real portfolio and reveal their money management tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
  • Weekly roundups
TheStreet Quant Ratings
Try it NOW
Only $49.95/yr

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
  • Upgrade/downgrade alerts
Stocks Under $10
Try it NOW

David Peltier, uncovers low dollar stocks with extraordinary upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
  • Weekly roundups
Dividend Stock Advisor
Try it NOW

Jim Cramer's protege, David Peltier, identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Alerts when market news affect the portfolio
  • Bi-weekly updates with exact steps to take - BUY, HOLD, SELL
Real Money Pro
Try it NOW

All of Real Money, plus 15 more of Wall Street's sharpest minds delivering actionable trading ideas, a comprehensive look at the market, and fundamental and technical analysis.

Product Features:
  • Real Money + Doug Kass Plus 15 more Wall Street Pros
  • Intraday commentary & news
  • Ultra-actionable trading ideas
Options Profits
Try it NOW

Our options trading pros provide daily market commentary and over 100 monthly option trading ideas and strategies to help you become a well-seasoned trader.

Product Features:
  • 100+ monthly options trading ideas
  • Actionable options commentary & news
  • Real-time trading community
  • Options TV
To begin commenting right away, you can log in below using your Disqus, Facebook, Twitter, OpenID or Yahoo login credentials. Alternatively, you can post a comment as a "guest" just by entering an email address. Your use of the commenting tool is subject to multiple terms of service/use and privacy policies - see here for more details.
Submit an article to us!


DOW 17,804.80 +26.65 0.15%
S&P 500 2,070.65 +9.42 0.46%
NASDAQ 4,765.38 +16.9840 0.36%

Brokerage Partners

Rates from

  • Mortgage
  • Credit Cards
  • Auto

Free Newsletters from TheStreet

My Subscriptions:

After the Bell

Before the Bell

Booyah! Newsletter

Midday Bell

TheStreet Top 10 Stories

Winners & Losers

Register for Newsletters
Top Rated Stocks Top Rated Funds Top Rated ETFs