The table below summarizes the principal economic terms of the Exchange Offer:
Consideration per Tendered | |||||||
Old Notes CUSIP Number or ISIN | Principal Amount of Old Notes Outstanding | Total Consideration if Tendered Prior to the Early Deadline(1) | Late Consideration if Tendered After the Early Deadline | ||||
23110AAA4 U1269CAA2 US23110AAA43 USU1269CAA28 | New Notes | New Notes |
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(1) Includes the Early Tender Premium (as defined below).
The New Notes will mature on
In addition, the New Notes will be either:
(i) guaranteed by the Additional Specified Subsidiary Guarantees and secured by the Additional Specified Subsidiary Collateral, in accordance with the lien priority set forth in the immediately preceding sentence in the event (x) the Proposed Amendments (as defined below) are adopted and (y) the Term Loan Exchange Offer (as defined below) is consummated (in which case the New Term Loans and the ABL Revolver will also have the benefit of the Additional Specified Subsidiary Guarantees and the Additional Specified Subsidiary Collateral); or
(ii) secured by a first-priority pledge of equity of the Operating Specified Subsidiaries in favor of the New Notes (the “Operating Specified Subsidiary Equity Pledge”) in the event (x) the Proposed Amendments are not adopted or (y) the Term Loan Exchange Offer is not consummated.
In either case, the Old Notes and the Old Term Loans will not have the benefit of the Additional Specified Subsidiary Guarantees, the Additional Specified Subsidiary Collateral and/or the Operating Specified Subsidiary Equity Pledge, as applicable.
Holders that validly tender and do not validly withdraw their Old Notes at or prior to
In conjunction with the Exchange Offer, the Issuer is also soliciting consents (the “Consent Solicitation”) to amend certain provisions in the Old Notes Indenture (the “Proposed Amendments”). If consents from holders representing at least 50.1% of the Old Notes (the “Majority Noteholder Consents”) are received, the Proposed Amendments would eliminate substantially all restrictive covenants, eliminate certain events of default, modify or eliminate certain other provisions, subordinate the lien on the collateral securing the Old Notes (in the event the Total Collateral Release does not occur), 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 (the “Total Collateral Release Requisite Consents”) are received, all the collateral securing the Old Notes will be released. Holders may not tender their Old Notes pursuant to the Exchange Offer without delivering a consent with respect to such Old Notes tendered pursuant to the Consent Solicitation, and holders may not deliver a consent pursuant to the Consent Solicitation without tendering the related Old Notes pursuant to the Exchange Offer.
The consummation of the Exchange Offer is not subject to, or conditioned upon, any minimum amount of Old Notes being tendered pursuant to the Exchange Offer, the receipt of the Majority Noteholder Consents, the consummation of the Term Loan Exchange Offer or the receipt of any consents to the proposed amendments to the Old Term Loan Credit Agreement. The consummation of the Term Loan Exchange Offer is not conditioned on the consummation of the Exchange Offer. The Issuer reserves the right in its sole and absolute discretion, to consummate the Exchange Offer in the event the Issuer does not receive Majority Noteholder Consents. The Exchange Offer and the Consent Solicitation may be amended, extended, terminated or withdrawn by the Issuer, in its sole and absolute discretion, at any time and for any reason. However, the Exchange Offer may not be amended, modified or waived in a manner that would remove or materially impair the value of the Additional Specified Subsidiary Guarantees, the Additional Specified Subsidiary Collateral or the Operating Specified Subsidiary Equity Pledge without extending the Withdrawal Deadline.
The Offer begins today,
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
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 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.
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