Cumulus Media Inc. (NASDAQ: CMLS) the “Company” or “Cumulus” today announced the preliminary results of its “modified Dutch auction” tender offer, which expired at midnight, New York City time, on June 3, 2022. This tender offer is an initial step in the execution of the Company’s previously announced $50 million share repurchase program.
Based on the preliminary count by Continental Stock Transfer & Trust Company, the depositary for the tender offer, a total of 5,561,072 shares of the Company’s Class A common stock were validly tendered at a purchase price of $14.50 per share and not validly withdrawn, including 110,122 shares of the Company’s Class A common stock that were tendered through notice of guaranteed delivery. These shares represent approximately 29.6% of the Company’s outstanding Class A common stock as of April 29, 2022.
In accordance with the terms and conditions of the tender offer and based on the preliminary count by the depositary, the Company expects to accept for payment approximately 1.7 million shares of its Class A common stock that were validly tendered and not validly withdrawn at a purchase price of $14.50 per share, for an aggregate cost of approximately $25 million, excluding fees and expenses relating to the tender offer. The number of shares to be purchased from tendering shareholders will be pro-rated. Based on the preliminary count by the depositary, Cumulus estimates that, after giving effect to odd-lot priority, the pro-ration factor for shares that will be purchased in the tender offer is approximately 30.94%. The Company also announced that it has determined to waive the condition relating to the prevailing prices in the equity markets.
The number of shares expected to be purchased in the tender offer is preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the depositary and is based on the assumption that all shares tendered through notice of guaranteed delivery will be delivered within the two trading day settlement period. The final number of shares to be purchased in the tender offer will be announced following the expiration of the guaranteed delivery period and the completion by the depositary of the confirmation process. Payment for the shares accepted for purchase pursuant to the tender offer, and the return of all other shares tendered and not purchased, will occur promptly thereafter.