EXHIBIT (a)(5)
[Citadel Communications Corporation Logo]
NEWS ANNOUNCEMENT
CONTACT:
Lawrence R. Wilson, CEO Stewart A. Lewack
Donna L. Heffner, CFO Jennifer L. Colbert
Tom Doyle, Analyst Jaffoni & Collins Incorporated
Citadel Communications Corporation 212/835-8500
702/804-5200 citc@jcir.com
CITADEL BROADCASTING COMPANY ANNOUNCES CASH OFFERS AND CONSENT SOLICITATIONS
FOR ITS OUTSTANDING 10 1/4% SENIOR SUBORDINATED NOTES DUE 2007, 9 1/4% SENIOR
SUBORDINATED NOTES DUE 2008 AND 13 1/4% SERIES B EXCHANGEABLE PREFERRED STOCK
Las Vegas, Nevada, May 4 -- Citadel Broadcasting Company, the operating
subsidiary of Citadel Communications Corporation, has announced that it
today commenced cash tender offers and consent solicitations relating to all of
the $101,000,000 aggregate principal amount of its 10 1/4% Senior Subordinated
Notes due 2007 (the "1997 Notes") and $115,000,000 aggregate principal amount of
its 9 1/4% Senior Subordinated Notes due 2008 (the "1998 Notes," and together
with the 1997 Notes, the "Notes"). In conjunction with the tender offers,
consents are being solicited to certain proposed amendments to each of the
indentures governing the 1997 Notes and the 1998 Notes. Among other things,
these amendments would amend and/or eliminate substantially all of the
restrictive covenants, certain events of defaults and other provisions
contained in the indentures. Adoption of the proposed amendments to each
indenture requires the consent of the holders of at least a majority of the
outstanding principal amount of each series of Notes.
Citadel Broadcasting also announced that it has commenced a cash tender
offer and consent solicitation with respect to all of its outstanding shares
of 13 1/4% Series B Exchangeable Preferred Stock (the "Shares"). In
conjunction with the tender offer, consents are being solicited to certain
proposed amendments to the Certificate of Designations governing the
Preferred Stock. Among other things, these amendments would amend and/or
eliminate substantially all of the restrictive covenants, including the
change of control offer covenant, and other provisions contained in the
Certificate of Designations. Adoption of the proposed amendments requires the
consent of the holders of at least a majority of the outstanding shares of
Preferred Stock.
Holders tendering Notes and/or Shares will be required to deliver a
consent to the proposed amendments. Holders may not tender their Notes or Shares
without also delivering consents or deliver consents without also tendering
their Notes or Shares.
The tender offers will expire at 12:00 noon, New York City time, on June
26, 2001, unless terminated or extended (the "Expiration Date"). Holders who
tender their Notes and/or Shares prior to 12:00 noon, New York City time, on May
18, 2001 (such date, as it may be extended, the "Consent Date") will receive the
applicable purchase price, plus the consent payment referred to below. Holders
who tender their Notes and/or Shares after the Consent Date, but on or prior to
the Expiration Date, will receive only the applicable purchase price. Tenders of
Notes may not be withdrawn and the related consents may not be revoked after the
Consent Date. Tenders of Shares may not be withdrawn and the related consents
may not be revoked after the Expiration Date.
The tender offers and consent solicitations are being conducted in
connection with the proposed merger of Citadel Communications and FLCC
Acquisition Corp., with Citadel Communications as the surviving corporation,
pursuant to the Agreement and Plan of Merger, dated as of January 15, 2001, as
amended. FLCC Acquisition Corp. is a wholly owned subsidiary of FLCC Holdings,
Inc. formed by affiliates of Forstmann Little & Co. The merger is conditioned
on, among other things, approval of the Federal Communications Commission (the
"FCC") to the transfer of control of Citadel Broadcasting's broadcast licenses
to FLCC Acquisition. On April 26, 2001, the FCC granted its consent to such
transfer of control. On May 1, 2001, the FCC issued a Public Notice stating that
the grant was effective on April 26, 2001. This notice triggered a 30-day period
during which third parties can ask the FCC to reconsider its decision. For an
additional 10 days beyond the 30-day period, the FCC can review and reconsider
the grant on its own motion. It is anticipated that the merger will be
completed on the Expiration Date, which will be after the conclusion of such
40-day period.
The purchase price for each validly tendered 1997 Note will be
calculated to July 1, 2002, the earliest redemption date of the 1997 Notes,
based upon a fixed spread of 100 basis points over the yield to maturity on
the 6-3/8% U.S. Treasury Note due June 30, 2002, plus accrued and unpaid
interest on the 1997 Notes up to, but not including, the date of payment,
less a consent payment equal to $20.00 per $1,000 principal amount of the
1997 Notes. Citadel expects that the purchase price for the 1997 Notes will
be fixed on June 21, 2001 (the third business day prior to the scheduled
expiration date of the tender offer), when the yield on the reference
Treasury Note will be determined.
The purchase price for each validly tendered 1998 Note will be calculated
to November 15, 2003, the earliest redemption date of the 1998 Notes, based upon
a fixed spread of 100 basis points over the yield to maturity on the 4-1/4% U.S.
Treasury Note due November 30, 2003, plus accrued and unpaid interest on the
1998 Notes up to, but not including, the date of payment, less a consent payment
equal to $20.00 per $1,000 principal amount of the 1998 Notes. Citadel expects
that the purchase price for the 1998 Notes will be fixed on June 21, 2001 (the
third business day prior to the scheduled expiration date of the tender offer),
when the yield on the reference Treasury Note will be determined.
The purchase price for each validly tendered share of Preferred Stock will
be calculated from the date of payment up to, but not including July 1, 2002,
the earliest redemption date of the Preferred Stock, based upon a fixed spread
of 150 basis points over the yield to maturity on the 6-3/8% U.S. Treasury Note
due June 30, 2002, plus accrued and unpaid dividends on the Preferred Stock,
less a consent payment equal to $2.00 per share of Preferred Stock. Citadel
expects that the purchase price for the Preferred Stock will be fixed on June
11, 2001 (the eleventh business day prior to the scheduled expiration date of
the tender offer), when the yield on the reference Treasury Note will be
determined.
J.P. Morgan Securities Inc. ("JPMorgan") is acting as the dealer manager
and solicitation agent for the tender offers and the consent solicitations. The
information agent for the tender offers and consent solicitations is Innisfree
M&A Incorporated. The tender offers and consent solicitations with respect to
the Notes and the tender offer and consent solicitation with respect to the
Preferred Stock are each being made pursuant to an Offer to Purchase and Consent
Solicitation Statement and related Consent and Letter of Transmittal, each dated
as of May 4, 2001 and each of which more fully sets forth the terms of the
applicable tender offers and consent solicitations.
Additional information concerning the terms of the tender offers and
consent solicitations may be obtained from JPMorgan at (212) 270-1100 (collect).
Copies of the Offer to Purchase and Consent Solicitation Statement and related
documents may be obtained from Innisfree M&A Incorporated at (888) 750-5834.
Citadel is a radio broadcaster focused primarily on acquiring, developing
and operating radio stations in mid-sized markets throughout the United States.
Upon completion of pending transactions, Citadel will own or operate 140 FM and
65 AM radio stations in 42 markets, including clusters of four or more stations
in 32 markets.
This press release shall not constitute an offer to purchase or a
solicitation of acceptances of the offers and the consent solicitations, which
may only be made pursuant to the terms of the applicable Offer to Purchase and
Consent Solicitation Statement and related Consent and Letter of Transmittal.