Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - CUMULUS MEDIA INC | g26966e8vk.htm |
| EX-99.2 - EX-99.2 - CUMULUS MEDIA INC | g26966exv99w2.htm |
| EX-99.1 - EX-99.1 - CUMULUS MEDIA INC | g26966exv99w1.htm |
| EX-10.1 - EX-10.1 - CUMULUS MEDIA INC | g26966exv10w1.htm |
EXHIBIT 99.3
[CUMULUS MEDIA INC. LETTERHEAD]
Cumulus Media Inc. Announces Private Offering of $610.0 Million of Senior Notes due 2019
ATLANTA, April 25, 2011 /(BUSINESS WIRE)/ — Cumulus Media Inc. (NASDAQ: CMLS) (the “Company”)
announced today that it plans to offer $610.0 million aggregate principal amount of senior notes
due 2019 (the “Notes”) in a private transaction that is exempt from the registration requirements
of the Securities Act of 1933 (the “Act”). The Notes will be guaranteed by certain of the Company’s
existing and future direct and indirect domestic restricted subsidiaries and, in certain
circumstances, may be assumed by a direct wholly owned subsidiary of the Company, in which case the
Company will guarantee the Notes.
As a part of its refinancing transactions in connection with its pending acquisitions of Cumulus
Media Partners, LLC and Citadel Broadcasting Corporation, the Company intends to use the net
proceeds from the offering of Notes to (i) repay in full all outstanding amounts under the term
loan facility under the Company’s existing senior secured credit facilities and (ii) pay fees and
expenses related to the offering of Notes. Any remaining proceeds will be used for general
corporate purposes. The consummation of the offering of Notes is conditioned upon customary
closing conditions.
The Notes and the related guarantees have not been, and will not be, registered under the Act or
the securities laws of any other place and may not be offered or sold in the United States absent
registration or an applicable exemption therefrom. The Notes will be offered only to qualified
institutional buyers under Rule 144A and to persons outside the United States under Regulation S.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the
Notes or any other securities, and shall not constitute an offer, solicitation or sale of any Notes
or other securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful. This notice is being issued pursuant to and in accordance with Rule 135c under the Act.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements are statements other than
historical fact, and include statements relating to the offering of Notes, including the use of
proceeds thereof. These statements are based on management’s current expectations and beliefs and
involve significant risks and uncertainties that may cause results to differ materially from those
set forth in the statements. These risks and uncertainties include, among other things, the
Company’s ability to complete the offering of Notes. These and other risk factors that could cause
actual results to differ materially from those expressed or implied in our forward-looking
statements are and will be discussed in the Company’s filings with the Securities and
Exchange
Commission from time to time, including its most recent annual report on Form 10-K and any
subsequently filed periodic reports. We undertake no obligation to publicly update any
forward-looking statement, whether as a result of new information, future events or otherwise.
Contacts:
Cumulus Media Inc.
J.P. Hannan, 404-260-6600
Senior Vice President, Treasurer & Chief Financial Officer
J.P. Hannan, 404-260-6600
Senior Vice President, Treasurer & Chief Financial Officer
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