Certain terms and timing of the Exchange Offer have changed, including the Total Consideration (as defined below) and certain terms of the New Notes, including their interest rate per annum, which was reduced to 8.000%. The maturity of the New Notes has also been amended and extended to
Holders who validly tender their Old Notes in the Exchange Offer prior to the Expiration Time (as defined below) will now be entitled to receive the Total Consideration set forth in the table below.
Old Notes CUSIP Number or ISIN | Principal Amount of Old Notes Outstanding | Total Consideration per Principal Amount of Old Notes if Tendered Prior to the Expiration Time | |||
23110AAA4 U1269CAA2 US23110AAA43 USU1269CAA28 | |||||
The Issuer is also extending the previously announced Newly Extended Expiration Time, which was
In addition to the foregoing, certain other amendments are described in Supplement No. 1.
The Settlement Date of the Exchange Offer will be as soon as practicable after the Expiration Time. Settlement of the Exchange Offer is subject to the satisfaction or waiver of certain conditions set forth in the Offering Memorandum.
Concurrently with the Exchange Offer, the Issuer is also offering lenders under its senior secured term loans (the “Old Term Loans”) borrowed under its credit agreement dated as of
The Exchange Offer is now subject to the condition precedent that a minimum of 95% of all aggregate principal amount of Old Notes outstanding be tendered in the Exchange Offer, which condition may be waived by the Issuer in its sole and absolute discretion. 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 in the Exchange Offer and Consent Solicitation, and participate in the Term Loan Exchange Offer, as applicable, pursuant to a Transaction Support Agreement (the “Transaction Support Agreement”), dated
As of
Only holders who have duly completed and submitted an eligibility letter (which may be found at www.dfking.com/cumulus) will be authorized to receive the Offering Memorandum and related letter of transmittal (the “Exchange Offer Documents”) and participate in the Exchange Offer. The eligibility letters will include certifications that the holder is either (1) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act of 1933 (the “Securities Act”) or (2) a non-“U.S. person” (as defined in Rule 902 under the Securities Act) located outside of
The New Notes have not been and will not be registered under the Securities Act or the securities laws of any state, and may not be offered or sold in
This announcement is for information purposes only and is not an offer to purchase or sell, a solicitation of an offer to purchase or sell or a solicitation of consents with respect to any securities. The Exchange Offer is being made solely by the Offering Memorandum. The Exchange Offer is not being made to holders of Old Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
In addition, neither this announcement nor the Exchange Offer is an offer to participate in the Term Loan Exchange Offer. The Exchange Offer is conditioned upon the consummation of the Term Loan Exchange Offer and there can be no assurances that the Term Loan Exchange Offer will be consummated on the terms described in the Offering Memorandum or at all. The Term Loan Exchange Offer is also conditioned upon the consummation of the Exchange Offer.
Forward-looking statements
Certain statements in this release may constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Such statements are statements other than historical fact and relate to our intent, belief or current expectations primarily with respect to our future operating, financial, and strategic performance and our plans and objectives, including with regard to returning capital to shareholders. Any such forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors that may cause actual results, performance or achievements to differ from those contained in or implied by the forward-looking statements as a result of various factors. Such factors include, among others, risks and uncertainties related to the Issuer’s ability to consummate the Exchange Offer and the Consent Solicitation and/or the Term Loan Exchange Offer, the Company’s ability to generate sufficient cash flows to service debt and other obligations and ability to access capital, including debt or equity, and the Company’s ability to achieve the benefits contemplated by the Exchange Offer and the Consent Solicitation and/or the Term Loan Exchange Offer. We are subject to additional risks and uncertainties described in our quarterly and annual reports filed with the
For further information, please contact:
Investor Relations Department
IR@cumulus.com
404-260-6600
Source:
2024 GlobeNewswire, Inc., source