Dial Global, Inc. Closes Recapitalization Transactions

            Dial Global, Inc. Closes Recapitalization Transactions

PR Newswire

NEW YORK, April 16, 2013

NEW YORK, April 16, 2013 /PRNewswire/ --Dial Global, Inc. (OTC Pink: DIAL)
(the "Company") announced today that the Company, its lenders and certain of
its stockholders closed on the Company's previously announced (March 4, 2013)
recapitalization of the Company's existing credit facilities, other
obligations and equity interests.

As part of the recapitalization, the Company 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, after taking into
account a $15 million paydown, consists of a term loan of $136 million and
revolving credit commitments of approximately $23 million, $18 million of
which is drawn. 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, Cortland Capital Market Services, LLC, as administrative agent
and collateral agent, Blackrock Kelso Capital Corporation, as syndication
agent and as the lender party thereto, for an additional $31.5 million term
loan facility, with a maturity date of July 21, 2017. The Company issued to
Blackrock penny warrants to purchase 7.5% of the Company's common stock.

The lenders ("2L lenders") under the Company's Second Lien Credit Agreement,
dated as of October 21, 2011 (the "Second Lien Credit Agreement") restructured
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 with a maturity date of April 16, 2018 and exchanging
approximately $63 million in remaining obligations under the prior Second Lien
Credit Agreement for a new Series A preferred stock of the Company. The
Company issued the 2L lenders penny warrants to purchase 12.0% of the
Company's common stock and 12.0% of the outstanding shares of Series B
preferred stock, Series C preferred stock and Series D preferred stock. The
warrants and Series B preferred stock, Series C preferred stock and Series D
preferred stock held by the 2L lenders will be subject to forfeit, in whole or
in part, if the Company retires all or a portion of the $30 million second
lien term loan and the Series A preferred stock held by such 2L lenders prior
to certain specified dates. As part of these agreements, these holders of
preferred stock and warrants were granted certain corporate governance rights,
including the right to elect three directors to the Company's new eight-person
Board of Directors. The three newly-elected directors are Brian Pope,
Marshall Merriman and Ethan Underwood.

Under various subscription and exchange agreements between the Company and the
holders of the Company's previously outstanding PIK Notes and Series A
Preferred Stock, such holders exchanged their PIK Notes and Series A Preferred
Stock for a new Series C and Series D preferred stock and purchased $16.5
million of a new Series B preferred stock. The terms of the Company's new
preferred stock are included in the Company's Fifth Amended and Restated
Certificate of Incorporation filed with the Delaware Secretary of State
earlier today.

About Dial Global, Inc.
Dial Global (OTC Pink: DIAL) is the largest independent national audio media
company in the U.S., delivering compelling, engaging, and fully-integrated
audio content to over 8,500+ radio stations and digital media companies.Dial
Global's powerful portfolio of iconic media, sports and entertainment brands,
combined with some of the most recognizedlive events in the world, provide
strong and unique brand engagement to over 225 millionconsumers each
week.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-K filed on April 1, 2013. 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, jpolsky@dialglobal.com, (212) 641-2101
 
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