Cumulus amends, extends exchange offer for 2026 notes to May 1

By Mary-Katherine Stinson

Lexington, Ky., April 19 – Cumulus Media Inc. announced that subsidiary Cumulus Media New Holdings Inc. amended its Feb. 27 offer to exchange any and all of its $346,245,000 outstanding 6¾% senior secured first-lien notes due 2026 (Cusip: 23110AAA4, U1269CAA2) for new 8¾% senior secured first-lien notes due March 15, 2029, according to a press release and an 8-K filing with the Securities and Exchange Commission.

The offer will now expire at midnight ET on May 1. Previously, the company extended the expiration time from 5 p.m. ET on April 18, and, before that, from 5 p.m. ET on April 17, from 5 p.m. ET on April 16, from 5 p.m. ET on April 12, from 5 p.m. ET on April 9, from 5 p.m. ET on April 2 and from 5 p.m. ET on March 26.

The withdrawal deadline has also been extended to 5 p.m. ET on April 22. Previously, it was 5 p.m. ET on March 11.

Additionally, the interest rate of the new notes has been reduced to 8% and the maturity has also been amended and extended to July 1, 2029, 36 months after the maturity of the old notes.

The consideration for the offer has also been modified.

Holders who validly tender their old notes prior to the newly amended expiration time will now be eligible to receive $940 principal amount of new notes per $1,000 principal amount of old notes tendered.

As previously reported, originally the company offered a total consideration of $800 principal amount of new notes per $1,000 principal amount of old notes tendered prior to the early tender deadline and a late consideration of $770 principal amount of new notes per $1,000 of old notes tendered after the early deadline.

The total consideration included an early tender premium of $30 principal amount of new notes per $1,000 of old notes.

The early tender time was 5 p.m. ET on March 18, previously extended from 5 p.m. ET on March 11 though that is no longer relevant.

As of 5 p.m. ET on April 18, about $15 million, or about 4.4%, of the notes had been tendered for exchange, unchanged from the amount tendered as of the original deadline.

The exchange offer is now subject to the condition precedent requiring the tendering of a minimum of 95% of the total principal amount of outstanding old notes.

Certain holders representing approximately 80% of the aggregate principal amount of the old notes and approximately 97% of the aggregate principal amount of the old term loans have already agreed to tender their old notes and participate in the transactions under a transaction support agreement dated April 18.

Loan exchange

As previously reported, concurrently with the notes exchange offer, the issuer is also offering lenders under its senior secured term loans borrowed under its credit agreement dated Sept. 26, 2019 to exchange their old loans for new senior secured term loans issued under a new credit agreement.

In connection with that, the issuer is also asking the lenders to deliver consents for some proposed amendments to the old term loan credit agreement.

Completion of the term loan exchange is conditioned on participation from at least 50% in principal amount of the old term loans but is not conditioned on the consummation of the notes exchange offer.

Consent bid

In conjunction with the exchange offer, the issuer is also soliciting consents to amend some provisions in the indenture governing the old notes.

If consents from holders representing at least 50.1% of the old notes are received, the proposed amendments would eliminate substantially all restrictive covenants, eliminate some events of default, modify or eliminate some other provisions, subordinate the lien on the collateral securing the old notes and permit release of certain guarantors from their guarantees of the old notes and such guarantors’ assets from the lien securing the old notes.

If consents from holders representing at least 66.67% of the old notes are received, all the collateral securing the old notes will be released.

Holders may not tender their old notes under the exchange offer without delivering a consent with respect to those tendered notes under the consent solicitation, and holders may not deliver a consent without tendering the related old notes under the exchange offer.

Only holders who are qualified institutional buyers under Rule 144A or non-U.S. persons under Rule 902 are eligible to participate in the offer.

The settlement date will be as soon as practicable after the expiration time.

D.F. King & Co., Inc. (800 431-9643 or 212 269-5550; cumulus@dfking.com) is the information agent and exchange agent.

Cumulus Media is an Atlanta-based radio broadcaster.

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