Cumulus Media launches $2.04 billion term B at Libor plus 375-400 bps

By Sara Rosenberg

New York, June 20 - Cumulus Media Inc. launched its $2.04 billion seven-year term loan B on Monday with price talk of Libor plus 375 basis points to 400 bps with a 1.25% Libor floor and an original issue discount of 99 to 991/2, according to a market source.

The term loan B includes 101 soft call protection for one year.

The company's $2.415 billion senior secured credit facility (Ba3/B+) also includes a $375 million five-year revolver.

Commitments are due on June 29.

J.P. Morgan Securities LLC, UBS Securities LLC and Macquarie Capital are the lead banks on the deal.

Proceeds will be used to help fund the acquisition of Citadel Broadcasting Corp. and to refinance all of the outstanding debt of Cumulus, Citadel and Cumulus Media Partners LLC.

The company has already repaid its existing term loan using proceeds from a $610 million notes offering that was completed last month.

Other funds for the transaction will come from up to $500 million of equity from Crestview Partners and Macquarie Capital.

Under the agreement, Cumulus is buying Citadel for $37 per share. Citadel stockholders have the option to receive the per-share payment in cash or get 8.525 shares of Cumulus common stock, subject to proration. The total amount of cash available in the transaction is $1.4 billion, and the total number of common stock shares available is about 151 million.

The transaction values Citadel as an enterprise at $2.4 billion.

Closing is expected by the end of this year, subject to customary conditions, including Citadel stockholder approval, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and regulatory approval from the Federal Communications Commission.

Cumulus Media is an Atlanta-based radio broadcaster. Citadel Broadcasting is a Las Vegas-based radio company.

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