Cumulus Media to Purchase up to $25M of Class A Stock

RADIO ONLINE | Thursday, May 5, 2022

Cumulus Media

Cumulus Media will commence a "modified Dutch auction" tender offer to purchase up to $25 million of shares of its Class A common stock, or such lesser number of shares of its Class A common stock as are properly tendered and not properly withdrawn, at a price not greater than $16.50 and not less than $14.50 per share to the tendering shareholder in cash. The company plans to begin the Offer on May 6, 2022, with an expiration at the end of the day on June 3, 2022, unless extended or earlier terminated by Cumulus.

Cumulus Media President/CEO Mary G. Berner said, "Following yesterday's announcement of the board's authorization of a $50 million share buyback program, we are launching this tender as a first step in our capital return plan. This action is underpinned by our strong financial and operating momentum, our continued belief that the company is significantly undervalued and our desire to allow shareholders who seek it the ability to take advantage of the liquidity we can provide them. It is also our expectation that, even with this tender offer, we will be below our target of 3.5x net leverage by year end with significant continuing liquidity and financial flexibility for accretive M&A."

Cumulus will conduct the Offer by means of a procedure commonly called a "modified Dutch auction." This procedure allows shareholders to select the price, within a price range specified by Cumulus, and the number of shares they are willing to sell at that price (or, should a higher price be determined as the "purchase price," such higher price). The Offer is being made under Cumulus's previously announced $50 million share repurchase program.