EXHIBIT 99.1
CUMULUS MEDIA INC.
Cumulus Media Inc. and Investor Group to Acquire Susquehanna Radio
Atlanta, GA - October 31, 2005 - Cumulus Media Inc. (NASDAQ: CMLS), the
second largest radio operator in the United States based on station count, today
announced the formation of Cumulus Media Partners, LLC, a newly formed private
partnership created by Cumulus Media Inc., Bain Capital, The Blackstone Group
and Thomas H. Lee Partners, to acquire the radio broadcasting business of
Susquehanna Pfaltzgraff Co. Cumulus Media Partners has entered into a definitive
agreement to acquire Susquehanna Radio for approximately $1.2 billion. Cumulus
Media Inc. will provide management services to the partnership. The transaction
is expected to be completed in the first half of 2006.
Susquehanna Radio is the largest privately owned radio broadcasting
company in the United States and the 11th largest radio station operator in
terms of revenue. The group consists of 33 radio stations in 8 markets
including: San Francisco, Dallas, Houston, Atlanta, Cincinnati, Kansas City,
Indianapolis and York, Pennsylvania.
Cumulus Media Inc. will contribute its two FM stations in Houston and
two FM stations in Kansas City, in return for its membership interest in the
partnership. Cumulus Media Inc. will initially own approximately 25% of Cumulus
Media Partners, with performance incentives that can increase that stake up to
approximately 40%. Pursuant to a management agreement, Cumulus Media Inc. will
be paid a quarterly management fee.
Cumulus Media Inc. Chairman and CEO, Lew Dickey stated, "Susquehanna is
one of the radio industry's most admired companies because of the quality of its
assets and the quality of its people. We look forward to partnering with the
management and employees of Susquehanna to continue their great tradition of
serving listeners, advertisers and communities. The formation of Cumulus Media
Partners has also helped us accomplish our goals of monetizing our station
assets in Houston and Kansas City and enabling our shareholders to benefit from
the next wave of industry consolidation."
Cumulus Media Partners is receiving debt financing for the acquisition
from Deutsche Bank, Merrill Lynch, Goldman Sachs, and UBS. Additionally,
Deutsche Bank Securities Inc. acted as exclusive financial advisor to Cumulus
Media Inc. Deutsche Bank Securities and Goldman Sachs acted as financial
advisors to Cumulus Media Partners. Jones Day acted as legal counsel for Cumulus
Media Inc. and Cumulus Media Partners in connection with the transaction, and
Simpson Thacher & Bartlett LLP acted as legal counsel for the investor group.
UBS Investment Bank acted as exclusive financial advisor to Susquehanna
Pfaltzgraff.
Separately today, it was also announced that Susquehanna Pfaltzgraff
Co. has agreed to sell Susquehanna Communications, the Cable Television and
Broadband services division of Susquehanna Pfaltzgraff, to Comcast Corporation.
Conference Call
Cumulus Media Inc. will host a teleconference today at 9:00 a.m.
Eastern Time to provide additional information about this transaction. To access
the teleconference live, domestic and international callers should dial (913)
981-4901. Approximately one hour after completion of the call, a replay can be
accessed until November 14, 2005. Domestic and international callers can access
the replay by dialing (719) 457-0820, pass code 5764730.
About Cumulus Media Inc.
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 Inc., directly and through its
investment in Cumulus Media Partners, will own and operate 343 radio stations in
67 U.S. media markets. The Company's headquarters are in Atlanta, Georgia, and
its web site is www.cumulus.com.
About Bain Capital
Bain Capital (www.baincapital.com) is a global private investment firm
that manages several pools of capital including private equity, high-yield
assets, mezzanine capital, venture capital and public equity with more than $26
billion in assets under management. Since its inception in 1984, Bain Capital
has made private equity investments and add-on acquisitions in over 230
companies in a variety of industries around the world, including such leading
media and communications companies as Warner Music Group, ProSiebenSat.1 Media
AG, and Houghton Mifflin. Headquartered in Boston, Bain Capital has offices in
New York, London and Munich.
About The Blackstone Group
The Blackstone Group, a global investment and advisory firm with
offices in New York, Atlanta, Boston, Los Angeles, London, Hamburg, Paris and
Mumbai, was founded in 1985. The firm has raised a total of approximately $34
billion for alternative asset investing since its formation. Over $14 billion of
that has been for private equity investing, including Blackstone Capital
Partners IV, one of the largest institutional private equity funds ever raised
at $6.45 billion. www.blackstone.com.
About Thomas H. Lee Partners
Thomas H. Lee Partners, L.P., is a Boston-based private equity firm
focused on identifying and acquiring substantial ownership positions in growth
companies. Founded in 1974, Thomas H. Lee Partners currently manages
approximately $12 billion of committed capital, including its most recent fund,
the $6.1 billion Thomas H. Lee Equity Fund V. Notable transactions sponsored by
the firm include American Media Inc., Grupo Corporativo Ono, Houghton Mifflin,
Michael Foods, National Waterworks, Nortek, ProSiebanSat.1 Media, Rayovac,
Simmons Company, Transwestern Publishing, Warner Chilcott and Warner Music.
Statements in this release may constitute "forward-looking" statements,
which are statements that relate to Cumulus Media Inc.'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 our success in executing
and integrating acquisitions, competition within the radio broadcasting
industry, advertising demand in our markets, the possibility that advertisers
may cancel or postpone schedules in response to national or world events,
competition for audience share, our ability to generate sufficient cash flow to
meet our debt service obligations and finance operations, and other risk factors
described from time to time in Cumulus' filings with the Securities and Exchange
Commission, including Cumulus' Form 10-K for the year ended December 31, 2004.
Cumulus assumes no responsibility to update the forward-looking statements
contained in this release as a result of new information, future events or
otherwise.
For further information, please contact:
Marty Gausvik (404) 949-0700