Cumulus Trims Tower Portfolio

Cumulus Media Inc.has announced it has completed the initial closing of its tower portfolio monetization transaction for $208 million in gross proceeds on September 30, 2020.

Mary G. Berner, President and Chief Executive Officer of CUMULUS MEDIA, said, “We are thrilled to have expeditiously completed the first closing of this significant transaction. Pro forma for its completion and based on our Q2 ending cash balance, we will have reduced net debt by nearly $325 million during 2020 and by nearly $580 million since emerging from bankruptcy in 2018. Our further improved liquidity position and covenant-lite, long-dated debt will continue to support our growth initiatives and allow us to take advantage of accretive opportunities as we navigate through near-term uncertainties to drive long-term shareholder value.”

After transaction fees and expenses and related costs, the Company received approximately $202 million in net proceeds at the initial closing. The use of net proceeds from the transaction are governed by the Company’s Term Loan Credit Facility due 2026 and its 6.75% Senior Secured First Lien Notes due 2026:

• As defined in the Debt Agreements, net proceeds of approximately $64 million from assets being sold and not being leased back (the “Sale Proceeds”) and net proceeds of approximately $96 million from assets being sold and leased back (the “Sale-Leaseback Proceeds”) are required to pay down the Term Loan and be applied to a tender offer with respect to the 6.75% Notes on a pro rata basis.
• The paydown from the Sale-Leaseback Proceeds is required to be made at closing for the Term Loan portion and within thirty (30) days of closing for the 6.75% Notes. As such, at closing, the Company paid down approximately $49 million of its Term Loan at par, and it intends in the near future to launch a tender offer for up to approximately $47 million of the 6.75% Notes at par. Any amounts offered but not accepted under the tender offer will be used for an additional par paydown of the Term Loan.
• The mandatory prepayment/tender offer required in connection with the Sale Proceeds is subject to a 12-month reinvestment right.

At closing, the Company entered into a master lease agreement for the continued use of substantially all of the towers that were sold:

• The initial term of the lease is ten (10) years, followed by five (5) option periods of five (5) years each.
• The annual lease payment obligation for the assets leased back in the initial closing is approximately $13.2 million, subject to customary escalators, and will be accounted for as a reduction of the financial liability and interest expense.
• Annual tenant revenues of approximately $2.2 million and operating expenses of approximately $2.3 million (of which approximately $1.5 million is non-cash intangible amortization) will no longer be reflected in the Company’s financial statements. The Company will report non-cash imputed rental income for tower sites where it continues to use a portion of the tower along with other existing and future tenants.

The transaction will not have any effect on the Company’s current broadcast operations.