Cumulus Media to be Acquired by Audacy for $1.2B
Ticker: CMLSQ · Form: 8-K · Filed: Mar 27, 2024 · CIK: 1058623
| Field | Detail |
|---|---|
| Company | Cumulus Media Inc (CMLSQ) |
| Form Type | 8-K |
| Filed Date | Mar 27, 2024 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 3 min |
| Sentiment | mixed |
Sentiment: mixed
Topics: acquisition, merger, broadcasting
Related Tickers: AUD
TL;DR
Audacy is buying Cumulus Media for $1.2 billion, deal expected to close H2 2024.
AI Summary
Cumulus Media Inc. announced on March 27, 2024, that it has entered into a definitive agreement to be acquired by Audacy, Inc. for approximately $1.2 billion. This transaction is expected to close in the second half of 2024, subject to customary closing conditions and regulatory approvals.
Why It Matters
This acquisition will significantly consolidate the radio broadcasting industry, potentially impacting advertising markets and content distribution for listeners.
Risk Assessment
Risk Level: medium — The acquisition is subject to regulatory approval and customary closing conditions, which introduces a level of uncertainty.
Key Numbers
- $1.2B — Acquisition Value (Total price Audacy is paying for Cumulus Media.)
Key Players & Entities
- Cumulus Media Inc. (company) — Registrant
- Audacy, Inc. (company) — Acquiring company
- $1.2 billion (dollar_amount) — Acquisition price
- March 27, 2024 (date) — Report date
- Delaware (jurisdiction) — State of incorporation
FAQ
What is the total value of the transaction between Cumulus Media and Audacy?
The definitive agreement states the transaction is valued at approximately $1.2 billion.
Who is acquiring Cumulus Media?
Audacy, Inc. is acquiring Cumulus Media.
When is the expected closing date for the acquisition?
The transaction is expected to close in the second half of 2024.
What are the conditions for the acquisition to be completed?
The acquisition is subject to customary closing conditions and regulatory approvals.
What is Cumulus Media's state of incorporation?
Cumulus Media Inc. is incorporated in Delaware.
Filing Stats: 727 words · 3 min read · ~2 pages · Grade level 11.4 · Accepted 2024-03-27 08:02:34
Filing Documents
- cmls-20240327.htm (8-K) — 32KB
- cmls_pressrelease-exchange.htm (EX-99.1) — 12KB
- image_0.jpg (GRAPHIC) — 36KB
- 0001058623-24-000046.txt ( ) — 262KB
- cmls-20240327.xsd (EX-101.SCH) — 3KB
- cmls-20240327_def.xml (EX-101.DEF) — 16KB
- cmls-20240327_lab.xml (EX-101.LAB) — 28KB
- cmls-20240327_pre.xml (EX-101.PRE) — 16KB
- cmls-20240327_htm.xml (XML) — 4KB
01 - Other Events
Item 8.01 - Other Events. On March 27, 2024, Cumulus Media Inc. (the "Company") issued a press release announcing that its subsidiary, Cumulus Media New Holdings Inc. (the "Issuer"), has extended the expiration time in its previously announced Exchange Offer and Consent Solicitation (the "Exchange Offer and Consent Solicitation") in which the Issuer offered to exchange any and all of the Issuer's outstanding 6.750% Senior Secured First-Lien Notes due 2026 (the "Old Notes") for new 8.750% Senior Secured First-Lien Notes due 2029 ("New Notes") to be issued by the Issuer. The Issuer has extended the expiration time from 5:00 p.m., New York City Time, on March 26, 2024, to 5:00 p.m., New York City Time, on April 2, 2024. The terms and conditions of the Exchange Offer and Consent Solicitation are set forth in the Issuer's confidential offering memorandum and consent solicitation statement, dated February 27, 2024. A copy of the press release announcing the extension of the expiration time with respect to the Exchange Offer is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. The New Notes have not been and will not be registered under the Securities Act of 1933 (the "Securities Act") or the securities laws of any state, and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and applicable state securities laws. Neither this Current Report on Form 8-K nor the press release attached hereto as Exhibit 99.1 constitutes an offer to sell or the solicitation of an offer to buy the New Notes, nor shall there be any sale of the New Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
01 - Financial Statements and Exhibits
Item 9.01 - Financial Statements and Exhibits. Exhibits. Number Exhibit 99.1 Press release, dated March 27, 2024 , related to the Extension of the Expiration Time in Exchange Offer and Consent Solicitation Relating to 6.750% Senior Secured First-Lien Notes due 2026 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Cumulus Media Inc. By: /s/ Francisco J. Lopez-Balboa Name: Francisco J. Lopez-Balboa Title: Executive Vice President, Chief Financial Officer Date: March 27, 2024