EXHIBIT (a)(1)(k)
For Release 8:59 a.m. Eastern Time, June 15, 2006
CUMULUS MEDIA INC. ANNOUNCES
PRELIMINARY RESULTS OF DUTCH AUCTION TENDER OFFER
PRELIMINARY RESULTS OF DUTCH AUCTION TENDER OFFER
Cumulus Also Expects to Repurchase Shares of Class B Common Stock from Affiliates of
Bank of America Corporation at the Tender Offer Purchase Price
Bank of America Corporation at the Tender Offer Purchase Price
Atlanta, Georgia — June 15, 2006 — Cumulus Media Inc. (NASDAQ: CMLS) announced today the preliminary results of its modified “Dutch auction” tender offer, which expired at midnight, New York City time on June 14, 2006. In the tender offer, Cumulus offered to purchase for cash up to 11,500,000 shares of its Class A Common Stock at a per share purchase price not less than $11.00 nor greater than $12.50.
In accordance with the terms and conditions of the tender offer, Cumulus expects to accept for purchase approximately 11,500,000 million shares of its Class A Common Stock at a purchase price of $11.50 per share, for a total cost of approximately $132.3 million. A preliminary count by Computershare Trust Company of New York, the depositary for the tender offer, indicates that 15,529,859 shares of Class A Common Stock, including shares that were tendered through notice of guaranteed delivery, were validly tendered and not validly withdrawn at prices at or below the purchase price. Because the number of shares tendered at or below the purchase price exceeded the number of shares that Cumulus offered to purchase, the resulting proration factor is expected to be approximately 73.96% of the shares tendered, assuming the valid tender of all shares tendered through notice of guaranteed delivery.
The final proration factor applicable to the shares will be determined and announced promptly after the final results are available. After the final proration factor has been determined, Cumulus will promptly commence payment for the shares purchased in the tender offer. Any shares validly tendered and not purchased due to proration, conditional tenders or shares tendered at a price above the per share purchase price will be returned promptly to the tendering stockholders.
The shares expected to be purchased in the tender offer represent approximately 24.1% of the 47,697,508 shares of Class A Common Stock issued and outstanding as of May 9, 2006. As a result of the completion of the tender offer, immediately following payment for the tendered shares, Cumulus expects that approximately 36.2 million shares of Class A Common Stock will be issued and outstanding.
The number of shares validly tendered and not validly withdrawn, the purchase price and the proration factor are preliminary and subject to verification by Computershare Trust Company of New York. The actual number of shares validly tendered and not validly withdrawn, the purchase price and the final proration factor will be announced promptly following the completion of the verification process.
Additionally, on June 29, 2006, Cumulus expects to repurchase 4,500,000 shares of its Class B Common Stock from BA Capital Company, L.P. (“BA Capital”) and Banc of America Capital Investors SBIC, L.P. (“BACI”) at the final per share purchase price determined in the tender offer. BA Capital and BACI also have the option to sell to Cumulus up to an additional 500,000 shares of Class B Common Stock at the same per share price, although in no event will Cumulus be obligated to pay an aggregate purchase price for shares of the Class B Common Stock to be purchased from BA Capital and BACI, together with the shares of Class A Common Stock being purchased in
the tender offer, that is greater than $200.0 million. Cumulus previously announced the entry into a stock purchase agreement to purchase those shares of Class B Common Stock at the purchase price established in the tender offer.
This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of any class of the Company’s common stock.
Certain statements in this release, including statements regarding the anticipated purchase of shares by Cumulus from its stockholders (including BACI and BA Capital), the estimated fully diluted share count, and other statements, other than recitation of historical facts, are “forward-looking” statements, which are statements that relate to the Company’s future plans, revenues, station operating income, earnings, objectives, expectations, performance, and similar projections, as well as any facts or assumptions underlying these statements or projections. Actual results may differ materially from the results expressed or implied in these forward-looking statements, due to various risks, uncertainties or other factors. These factors include competition within the radio broadcasting industry, advertising demand in the Company’s markets, the possibility that advertisers may cancel or postpone schedules in response to national or world events, competition for audience share, the Company’s success in executing and integrating acquisitions, the Company’s ability to generate sufficient cash flow to meet its debt service obligations and finance operations, and other risk factors described from time to time in Cumulus Media Inc.’s filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2005. Cumulus Media Inc. assumes no responsibility to update the forward-looking statements contained in this release as a result of new information, future events or otherwise.
Cumulus Media Inc. is the second-largest radio company in the United States based on station count. Giving effect to the completion of all pending acquisitions and divestitures, Cumulus Media, directly and through its investment in Cumulus Media Partners, will own or operate 345 radio stations in 67 U.S. media markets. The Company’s headquarters are in Atlanta, Georgia, and its web site is www.cumulus.com. Cumulus Media Inc. shares of Class A Common Stock are traded on the NASDAQ National Market under the symbol CMLS.
All inquires regarding the tender offer should be directed to the information agent, MacKenzie Partners, Inc., by calling (800) 322-2885.
For additional information about Cumulus, contact: Marty Gausvik, Cumulus Media Inc. (404) 949-0700.