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Dial Global, Inc. Announces Agreement To Enter Into Recapitalization Transactions

     Dial Global, Inc. Announces Agreement To Enter Into Recapitalization
                                 Transactions

PR Newswire

NEW YORK, March 4, 2013

NEW YORK, March 4, 2013 /PRNewswire/ --Dial Global, Inc. (OTC Pink: DIAL)
(the "Company") announced today that the Company, its lenders and certain of
its stockholders have agreed to recapitalize the Company's existing credit
facilities, other obligations and equity interests.

Spencer Brown, Dial Global's Chief Executive Officer, said, "The new
agreements with our lenders represent a significant step forward for the
Company. Once these transactions close, we will have de-levered our balance
sheet and decreased cash interest expense. The agreements will provide us
with greater flexibility to actively manage and grow our business. We look
forward to closing these transactions in April and focusing on serving our
clients."

As part of the recapitalization, the Company has entered into an Amended and
Restated Credit Agreement, by and among the Company, General Electric Capital
Corporation, as administrative agent and collateral agent, and the lenders
party thereto (the "First Lien Credit Agreement"), which provides for a $15
million paydown of the Company's existing term loan and revolving credit
commitments. The maturity date under the First Lien Credit Agreement is
October 21, 2016.

The Company also entered into a Priority Second Lien Credit Agreement among
the Company, the administrative agent, the syndication agent and the lender
party thereto, pursuant to which such lender agreed to invest an additional
$31.5 million through a term loan facility to the Company, with a maturity
date of July 21, 2017. In connection with such lender's agreement to extend
credit under the Priority Second Lien Credit Agreement, the Company agreed to
issue it penny warrants to purchase 7.5% of the Company's common stock
exercisable immediately following the consummation of the recapitalization.
The effectiveness of each credit agreement is subject to the satisfaction of
certain conditions.

The lenders ("2L lenders") under the Company's existing Second Lien Credit
Agreement, dated as of October 21, 2011 (the "Second Lien Credit Agreement")
agreed, subject to the satisfaction of specified conditions, to restructure
their existing approximately $93 million in second lien obligations by
amending and restating the Second Lien Credit Agreement to provide for a $30
million term loan that matures five years after the expected closing of the
recapitalization and exchanging approximately $63 million in remaining
obligations under the existing Second Lien Credit Agreement for a new series
of preferred stock of the Company. As part of these agreements, these holders
of preferred stock will be granted certain corporate governance rights. The
Company also agreed to issue the 2L lenders for nominal consideration warrants
to purchase 12.0% of the Company's common stock in connection with the
exchange of a portion of the existing second lien obligations for preferred
stock, which warrants will be exercisable at various dates after the
recapitalization if the Company does not retire the $30 million second lien
term loan and the preferred stock held by such 2L lenders prior to the
specified dates.

Under various subscription and exchange agreements between the Company and the
holders of the Company's PIK Notes and Series A Preferred Stock, such holders
have agreed, subject to the satisfaction of certain specified conditions, to
exchange their PIK Notes and Series A Preferred Stock for equity securities of
the Company and have further agreed to make an additional equity infusion of
$16.5 million.

The recapitalization is expected to become effective on or around April 16,
2013, subject to the satisfaction or waiver of certain conditions precedent
set forth in the First Lien Credit Agreement, the Second Lien Credit Agreement
and the other transaction documents. There can be no assurances that the
recapitalization will be consummated on the terms described herein, or at all.

About Dial Global, Inc.

Dial Global (OTC Pink: DIAL) Defines Great Moments in sports, news and
entertainment through its radio networks which are heard by over 225 million
listeners a week. As America's leading provider and distributor of audio
content to more than 8,500 radio stations nationwide, Dial Global produces
over 200 news, sports, talk, music and entertainment programs, services and
digital applications, jingles and imaging. For more information, visit
www.dialglobal.com.

Note to Investors

This press release may contain certain forward-looking statements based on our
current expectations, forecasts and assumptions that involve risks and
uncertainties. This release does not constitute an offer to sell or a
solicitation of offers to buy any securities of the Company. Forward-looking
statements in this release are based on information available to us as of the
date hereof. Our actual results may differ materially from those stated or
implied in such forward-looking statements, due to risks and uncertainties
associated with our business, which include the risk factors disclosed in our
Form 10-Q filed on November 15, 2012 and in our Form 10-K filed on March 30,
2012. Forward-looking statements include statements regarding our
expectations, beliefs, intentions or strategies regarding the future and can
be identified by forward-looking words such as "anticipate," "believe,"
"could," "estimate," "expect," "intend," "may," "should," and "would" or
similar words. We assume no obligation to update the information included in
this press release, whether as a result of new information, future events or
otherwise.



SOURCE Dial Global, Inc.

Website: http://www.dialglobal.com
Contact: Jana Polsky, Dial Global, +1-212-641-2101, jpolsky@dialglobal.com
 
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