Cumulus to Acquire Dial Global
Creates a Leading Independent Full-Service Radio Network
Deleveraging Transaction to be Funded with Proceeds from the Sale of Small
Market Radio Assets to Townsquare Media in Separate Transactions
ATLANTA, Aug. 30, 2013 (GLOBE NEWSWIRE) -- Cumulus Media Inc. (Nasdaq:CMLS)
("Cumulus" or the "Company") announces a series of strategic transactions that
solidifies the Company's position as a leading producer of high quality
content and continues to reshape its footprint focused on the top 100 markets.
The transactions announced today include:
*Acquisition of Dial Global, Inc. for $260 million in cash (consisting of
approximately $45 million attributable to equity and the retirement of
$215 million of debt)
*Sale of 53 radio stations in 12 small & mid-sized markets to Townsquare
Media for $238 million in cash (inclusive of the acquisition of net
*Swap with Townsquare Media of 15 radio stations in two small & mid-sized
markets in exchange for the receipt of five stations in Fresno, California
"These transactions give us the necessary scale to provide the marketing and
enterprise solutions our advertising and affiliate partners require," said Lew
Dickey, CEO of Cumulus. "Our goal is to be the leading producer of premium
audio content distributed through multiple platforms while continuing to build
our broadcast platform in the top 100 U.S. markets."
The acquisition of Dial Global will add sports, news, talk, music and
programming services content – enabling Cumulus to provide a wider variety of
options to approximately 10,000 U.S. radio stations, other media platforms and
international platforms. New content acquired through the Dial Global
acquisition will include NFL, NCAA, NASCAR, Olympics, AP Radio News, NBC News
and other popular programming.
Cumulus expects the transaction to be deleveraging based upon identified cost
synergies of approximately $40 million, with additional upside from revenue
growth potential through the creation of new content vehicles for broadcast
radio advertisers. Additionally, Cumulus believes the opportunity exists to
distribute premium, curated audio content across emerging new media
platforms.Further, Cumulus intends to service broadcasters' demands for
premium content and enterprise solutions in Europe, the Americas and
The transactions are expected to close simultaneously following regulatory
approval in the fourth quarter of 2013.
Jones Day is acting as legal counsel to Cumulus and Macquarie Capital is
acting as financial advisor to Cumulus.Kirkland & Ellis LLP is acting as
legal counsel to Dial Global.
Cumulus will host a teleconference on September 3, 2013 at 11:00 AM, Eastern
Time, to discuss the pending transaction.The conference call dial-in number
for domestic callers is 877-830-7699, and international callers should dial
660-422-3366 for call access.Please call five to ten minutes in advance to
ensure that you are connected prior to the presentation.The call also may be
accessed via webcast at www.cumulus.com.
A copy of the slide presentation that will be used in the conference call will
be filed with the SEC on a Form 8-K prior to the call.
Following completion of the call, a replay can be accessed until 12:00 AM
Eastern Time, September 30, 2013.Domestic callers can access the replay by
dialing 855-859-2056, replay code #47029426.International callers should dial
404-537-3406 for conference replay access.
This press release contains "forward-looking" statements within the meaning of
the Private Securities Litigation Reform Act of 1995 and other federal
securities laws, regarding, among other things, the pending acquisition of
Dial Global, expected earnings, revenues, cost savings, leverage, operations,
business trends and other items, that are based on current expectations and
estimates or assumptions. These forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
predicted in any such forward-looking statements. Such factors include, but
are not limited to, Cumulus' ability to complete the Dial Global acquisition,
or the sale of stations to Townsquare Media, on the expected timeline, the
failure to obtain necessary regulatory approvals or to satisfy any other
conditions to the acquisition, the failure to realize the expected benefits of
the acquisition, and general economic and business conditions that may affect
the companies before or following the acquisition. For additional information
regarding risks and uncertainties that may affect Cumulus, see the risk
factors and other information contained in Cumulus' filings made from time to
time with the Securities and Exchange Commission, including its Form 10-K for
the year ended December 31, 2012 and subsequently filed periodic reports.
Cumulus assumes no responsibility to update the forward-looking statements
contained in this release as a result of new information, future events or
ABOUT CUMULUS MEDIA INC.
Cumulus Media (Nasdaq:CMLS) is the largest pure-play radio broadcaster in the
United States based on station count, with approximately 525 stations in 110
U.S. media markets, a fully-distributed programming network serving more than
5,500 affiliates nationwide and SweetJack, the local deals platform that is
expected to serve 200 U.S. markets. Cumulus strives to create the next
generation of radio broadcasting and digital enterprise based on great people
and technological excellence. Cumulus provides high-quality local programming
choices for listeners and advertisers, challenging career environments for
employees and value opportunities for shareholders. For more information,
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, visitwww.dialglobal.com.
CONTACT: Media Contact:
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