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CUMULUS MEDIA INC.
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(CUMULUS LOGO)
For Release 8:20 AM E.S.T. For further information please contact:
November 19, 2001 Lew Dickey (404) 949-0700 or
Marty Gausvik (404) 949-0700
CUMULUS MEDIA INC. ANNOUNCES TWO ACQUISITIONS
CUMULUS AGREES TO ACQUIRE AURORA COMMUNICATIONS, LLC
18 STATIONS IN CONNECTICUT AND NEW YORK;
SIGNS LETTER OF INTENT TO ACQUIRE
3 STATIONS IN NASHVILLE FROM DBBC, LLC
ATLANTA, GA November 19, 2001 - Cumulus Media Inc. (NASDAQ:CMLS) today
announced that it has signed a definitive agreement to acquire Aurora
Communications, LLC ("Aurora"), which owns and operates 18 radio stations in
Connecticut and New York. Cumulus also announced that it has signed a letter of
intent to acquire 3 radio stations in Nashville, Tennessee, from DBBC, LLC.
Lew Dickey, Cumulus' Chairman and CEO noted "The transactions we are
announcing today represent another important milestone in the development of
this Company. We are adding a total of 21 stations across six markets, and
approximately $44 million of gross revenue on a trailing twelve month basis that
will increase our pro forma EBITDA by approximately 40%. Furthermore, we are
adding great assets and talented people to our Company, and positioning Cumulus
for future growth."
THE AURORA ACQUISITION
Cumulus will acquire Aurora for $93 million in cash or assumed debt and
approximately 10.6 million shares of the Company's Common Stock. As part of the
transaction, the Company has also agreed to issue warrants to purchase
approximately 833,333 additional shares of Common Stock.
Aurora operates multiple-station clusters in Bridgeport, CT, Danbury,
CT, Newburgh-Middletown, NY, Westchester County, NY, and Poughkeepsie, NY. This
acquisition will increase Cumulus' presence in the Northeast Region and provide
Cumulus with an entree into the strategically vital metropolitan New York
markets.
The markets and stations to be acquired in the Aurora transaction are
as follows:
WESTCHESTER COUNTY, NEW YORK (Market Rank # 59) - WFAS-FM, WFAS-AM, WFAF-FM;
BRIDGEPORT, CONNECTICUT (Market Rank # 110) - WEBE-FM, WICC-FM;
NEWBURGH-MIDDLETOWN, NY (Market Rank # 143) - WALL-FM, WRRV-FM;
POUGHKEEPSIE, NY (Market Rank # 160) - WPDH-FM, WPDA-FM, WRRB-FM, WZAD-FM,
WCZX-FM, WEOK-AM, WKNY-AM;
DANBURY, CONNECTICUT (Market Rank # 194) - WRKI-FM, WAXB-FM, WINE-FM, WPUT-AM;
Aurora's CEO Frank Osborn, who will be joining the Cumulus Board of
Directors following the completion of the transaction, added, "We believe this
transaction is highly beneficial to both the stockholders of Aurora and the
operations of the stations. Station management will remain unchanged with Vince
Cremona continuing to oversee day-to-day operations of the stations. At the same
time, the stations will have access to the resources and capital of a larger
company. We look forward to working with the Cumulus team to contribute to a
company at the forefront of the broadcasting industry."
Bank of America Capital Investors, through BA Capital Company, L.P.
("BA Capital"), currently owns approximately 840,000 shares of Cumulus' publicly
traded Class A Common Stock, and approximately 2 million shares of Cumulus'
nonvoting Class B Common Stock. An affiliate of BA Capital owns a majority of
the equity of Aurora, and will receive approximately 9 million shares of a new
class of nonvoting Common Stock of Cumulus in the acquisition. Those shares
convert into voting shares upon their transfer to another party or as otherwise
permitted by FCC regulations.
Robert H. Sheridan, III a Managing Director with Bank of America
Capital Investors, also added, "We continue to believe in Cumulus and its
management team. This transaction demonstrates our commitment to the Company as
evidenced by the significant stake we will hold upon completion of the
transaction."
Greenbridge Partners, LLC provided a fairness opinion to the Board of
Directors of Cumulus Media Inc. in connection with the Aurora acquisition.
THE DBBC ACQUISITION
Cumulus also announced that it has signed a letter of intent to acquire
three radio stations in Nashville, Tennessee, from DBBC, LLC in exchange for
5,250,000 shares of the Company's Class A Common Stock, the assumption of
approximately $21 million in liabilities of DBBC, and the issuance of warrants
to purchase 250,000 additional shares of Common Stock.
The three stations to be acquired from DBBC are:
NASHVILLE, TENNESSEE (Market Rank # 44) - WQQK-FM, WNPL-FM and WRQQ-FM;
Marty Gausvik, Executive Vice President, Treasurer, and Chief Financial
Officer of Cumulus noted "The DBBC acquisition represents an entry into the 44th
rated Arbitron metro, Cumulus' largest market to date. We are acquiring the
perennial market leader, WQQK-FM and two developing "sticks" in WNPL-FM and
WRQQ-FM. DBBC's Managing Partner, Michael Dickey, will remain in Nashville and
continue to oversee market operations."
A special committee of the Board of Directors has negotiated the terms
of the letter of intent with DBBC on behalf of Cumulus. The letter of intent is
non-binding and the DBBC acquisition is subject to negotiation and execution of
a definitive acquisition agreement. DBBC, LLC is principally controlled by Lew
Dickey, the Chairman and CEO of Cumulus, John Dickey, Executive Vice President
of Cumulus, David Dickey and Michael Dickey.
Houlihan, Lokey, Howard & Zukin Financial Advisors, Inc. is advising
the special committee as to valuation and fairness in connection with the DBBC
acquisition.
Both the Aurora acquisition and the DBBC acquisition are subject to the
approval of the shareholders of Cumulus, and of the Federal Communications
Commission, as well as clearance under the Hart-Scott Rodino Act and other
customary closing conditions. The Company expects to receive the necessary
approvals and complete the acquisitions in the first half of 2002.
The Company will hold a conference call to discuss the Aurora and DBBC
acquisitions on Tuesday afternoon, November 20, 2001. Details regarding the time
and dial in number for the conference call will be distributed later today.
INFORMATION ABOUT CUMULUS
Giving effect to the completion of all pending acquisitions and
divestitures, Cumulus Media will own and operate 245 radio stations in 51
mid-size U.S. media markets. The Company's headquarters are in Atlanta, GA, and
its web site is www.cumulus.com. In addition, the Company owns and operates a
multi-market radio network in the English-speaking Caribbean.
Certain statements within this release constitute "forward-looking
statements" within the meaning of the U.S. Private Securities Litigation Reform
Act of 1995. Such forward looking statements are subject to numerous known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements in light of future decisions by the Company, and
by market, economic, competitive, regulatory and technological developments
beyond the Company's control.
The words or phrases "expect", "anticipate", "estimates" and "forecast"
and similar words or expressions are intended to identify such forward-looking
statements. In addition, any statements that refer to expectations or other
characterizations of future events or circumstances are forward-looking
statements. Investors should examine the filings that are made with the SEC by
the Company from time to time, which more fully describe the risks and
uncertainties associated with Cumulus Media Inc.'s business. Except as otherwise
stated in this news announcement, Cumulus Media Inc. does not undertake any
obligation to publicly update or revise any forward-looking statements because
of new information, future events or otherwise.
SECURITIES LAW LEGENDS:
Cumulus Media will be filing a proxy statement and other relevant
documents concerning these transactions with the Securities and Exchange
Commission (the "SEC"). We urge investors to read the proxy statement and any
other relevant documents that will be filed with the SEC, because they will
contain important information about the proposed transactions. Investors will be
able to obtain the documents (when available) free of charge at the SEC's web
site, www.sec.gov. In addition, documents filed with the SEC by Cumulus Media
will be available free of charge by requesting them in writing from Cumulus
Media Inc., 3535 Piedmont Road, NE, Building 14, 14th Floor, Atlanta, Georgia
30305, Attention: Secretary, or by telephone at (404) 949-0700.
Cumulus Media and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from Cumulus Media shareholders.
You can obtain more information about Cumulus Media's directors and executive
officers, and their beneficial interests in Cumulus Media's common stock, from
filings made with the SEC, which are available at the SEC's web site,
www.sec.gov. Information about the interests of the directors and executive
officers in these transactions will be contained in the proxy statement when it
becomes available.
[CUMULUS LOGO]
For Release 11:00 AM Eastern Time For further information please contact:
November 19, 2001 Lew Dickey (404) 949-0700 or
Marty Gausvik (404) 949-0700
CUMULUS MEDIA INC.
CONFERENCE CALL
ATLANTA, GA November 19, 2001 - Cumulus Media Inc. (NASDAQ: CMLS), will
host a conference call on Tuesday, November 20, 2001 at 2:00 PM E.S.T to discuss
its announced acquisitions of 1) Aurora Communications, LLC, a radio station
operator with eighteen stations in Connecticut and New York, and 2) DBBC, LLC,
an entity which operates three stations in Nashville, TN.
The call will be open to the public on a listen only basis. The details
for conference call are as follows:
Date: Tuesday, November 20, 2001
Call-In Time: 2:00 P.M. EST
Conference Call Number: (888) 604-9361
Passcode: Cumulus
Call Host: Lewis W. Dickey, Jr., Chairman and CEO
Replay Number: (800) 873-2086 for domestic callers and
(402) 220-5060 for international callers
Replay Available Through: November 23 until 4:30 p.m. EST
Cumulus Media Inc. is the parent company of Cumulus Broadcasting Inc.,
which along with its other subsidiaries, owns and operates station clusters in
mid-size markets. Cumulus is the second largest U.S. radio operating company
based upon the number of stations owned or operated.
We hope you will be able to join the conference call. For any
additional information, or to receive future Company news announcements, contact
Bettina Martin at (678) 732-2071.
SECURITIES LAW LEGENDS:
Cumulus Media will be filing a proxy statement and other relevant
documents concerning these transactions with the Securities and Exchange
Commission (the "SEC"). We urge investors to read the proxy statement and any
other relevant documents that will be filed with the SEC, because they will
contain important information about the proposed transactions. Investors will be
able to obtain the documents (when available) free of charge at the SEC's web
site, www.sec.gov. In addition, documents filed with the SEC by Cumulus Media
will be available free of charge by requesting them in writing from Cumulus
Media Inc., 3535 Piedmont Road, NE, Building 14, 14th Floor, Atlanta, Georgia
30305, Attention: Secretary, or by telephone at (404) 949-0700.
Cumulus Media and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from Cumulus Media shareholders.
You can obtain more information about Cumulus Media's directors and executive
officers, and their beneficial interests in Cumulus Media's common stock, from
filings made with the SEC, which are available at the SEC's web site,
www.sec.gov. Information about the interests of the directors and executive
officers in these transactions will be contained in the proxy statement when it
becomes available.
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