Cumulus Media Inc., a Delaware corporation (the “Company”), announced today that Cumulus Media New Holdings Inc., its indirect wholly owned subsidiary (the “Issuer”), plans to offer, subject to market conditions and other factors, $300 million in aggregate principal amount of senior secured first-lien notes due 2026 (the “Offering”).
The Issuer expects to use the net proceeds from the Offering to partially repay existing indebtedness under its senior secured term loan facility.
A copy of the press release, which was issued in connection with the Offering, is attached hereto as Exhibit 99.1 and incorporated herein by reference pursuant to and in accordance with Rule 135c under the Securities Act. Neither the press release nor this Current Report on Form8-K constitutes an offer to sell or the solicitation of an offer to buy the Notes.
The Notes and the related guarantees have not been and will not be registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws. The Notes and related guarantees are being offered only to qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act, and outside the United States tonon-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act.
Certain statements in this Current Report on Form8-K 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 and may include, among other things, statements regarding our current expectations and beliefs as to our ability to consummate the Offering, the intended use of proceeds thereof and other future events. Any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual results may differ from those contained in or implied by the forward-looking statements as a result of various factors including, but not limited to, risks and uncertainties described from time to time in our filings with the Securities and Exchange Commission. Many of these risks and uncertainties are beyond our control, and the unexpected occurrence or failure to occur of any such events or matters could significantly alter our actual results of operations or financial condition. Any forward-looking statements in this press release are made only as of the date of this press release and Cumulus assumes no responsibility to update any forward-looking statement as a result of new information, future events or otherwise.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
