-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P6t0S4Ka5JXBrmy5R8whjX9SJIrgsNqhM09MCbNzgmKyXF62+y2lRVZW5JP16kH4 XTxxo0u8TEbGk52lXYVNIA== 0000950144-02-003003.txt : 20020415 0000950144-02-003003.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950144-02-003003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20020328 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CUMULUS MEDIA INC CENTRAL INDEX KEY: 0001058623 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 364159663 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24525 FILM NUMBER: 02592124 BUSINESS ADDRESS: STREET 1: 111 KILBOURNE AVE STREET 2: SUITE 2700 CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4146152800 MAIL ADDRESS: STREET 1: 111 EAST KILBOURN AVE STREET 2: SUITE 2700 CITY: MILWAUKEE STATE: WI ZIP: 53202 8-K 1 g75154e8-k.txt CUMULUS MEDIA INC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 28, 2002 CUMULUS MEDIA INC. (Exact name of registrant as specified in its charter) ILLINOIS 000-24525 34-4159663 (State or other jurisdiction of (Commission File (I.R.S. Employer incorporation) Number) Identification No.) 3535 PIEDMONT ROAD, BUILDING 14, ATLANTA, GEORGIA 30305 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (404) 949-0700 ---------------------------------------------------------- (Former name or former address if changed since last report) Item 2. Acquisition or Disposition of Assets On March 28, 2002, Cumulus Media Inc. announced the completion of the acquisitions of Aurora Communications, LLC and of the broadcasting operations of DBBC, L.L.C. A copy of the press release announcing the transactions is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Aurora Acquisition. Aurora Communications owns and operates 18 radio stations in Connecticut and New York. In acquiring Aurora Communications, we issued to the former owners of Aurora Communications (a) 10,551,182 shares of our common stock, consisting of 1,606,843 shares of our Class A Common Stock, and 8,944,339 shares of our non-voting Class B Common Stock, which may be converted into shares of Class A Common Stock on a one-for-one basis, and (b) warrants, exercisable until March 28, 2003, to purchase up to an aggregate of 833,333 shares of our common stock, consisting of warrants for 126,909 shares of Class A Common Stock and 706,424 shares of Class A Common Stock or Class B Common Stock, at an exercise price of $12.00 per share, and the payment of $93 million in cash. The cash portion of the purchase price was funded with borrowings under our new credit facility. The property, plant and equipment we acquired in the Aurora acquisition were used in the operation of Aurora Communications radio stations, and we intend to continue to use those assets for that business. Based on the closing price of a share of our Class A Common Stock on March 27, 2002 of $18.42, this transaction is valued at approximately $293 million. The consideration was determined through arm's length negotiations between Aurora Communications and Cumulus Media. The Aurora acquisition will be accounted for using the purchase method of accounting. One of our directors, Robert H. Sheridan, III, is a senior vice president and managing director of one of our principal shareholders, BA Capital Company, L.P., referred to as BA Capital. Mr. Sheridan is also a senior vice president and managing director of BancAmerica Capital Investors SBIC I, L.P., referred to as BACI, which is an affiliate of BA Capital, and which indirectly owned approximately 73% of the equity interests of Aurora Communications. In the Aurora acquisition, BACI received 8,944,339 shares of Common Stock and warrants to purchase 706,424 shares of Common Stock. The DBBC Acquisition. DBBC's broadcasting operations consisted of three radio stations in Nashville, Tennessee. In acquiring the broadcasting operations of DBBC, we issued to DBBC (a) 5,250,000 shares of our Class A Common Stock and (b) a warrant, exercisable until September 28, 2002, to purchase up to 250,000 shares of Class A Common Stock at an exercise price of $12.00 per share, and we assumed specified liabilities of DBBC and paid certain expenses, up to an aggregate of $21 million, using borrowings under our credit facility. The property, plant and equipment we acquired from DBBC were used in the operation of its radio stations, and we intend to continue to use those assets for that business. The consideration was determined through arm's length negotiations between a special committee of our board of directors and DBBC. Based on a closing price of a share of our Class A Common Stock on March 27, 2002 of $18.42, this transaction is valued at approximately $119 million. The DBBC acquisition will be accounted for using the purchase method of accounting. DBBC is principally owned by Lewis W. Dickey, Jr., the Chairman, President, Chief Executive Officer and a director of Cumulus Media, and three of his brothers, including John W. Dickey, the Executive Vice President of Cumulus Media. As the principal owner and manager of DBBC, Mr. L. Dickey controls the manner in which the shares of Class A Common Stock that DBBC acquired in the DBBC acquisition will be voted. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial statements of businesses acquired. The audited financial statements of Aurora Communications, LLC for the years ended December 31, 2001 and 2000, and the period January 20, 1999 (commencement of operations) to December 31, 1999, together with the report of Ernst & Young LLP with respect thereto are incorporated by reference into Exhibit 99.2 to this Report. The audited consolidated balance sheets of DBBC, L.L.C. and Subsidiaries as of December 31, 2001 and 2000 and the related consolidated statements of income and changes in members' equity and cash flows for each of the three years in the period ended December 31, 2001, together with the report of Kraft Bros., Esstman Patton & Harrell, PLLC with respect thereto are incorporated by reference into Exhibit 99.3 to this Report. (b) Pro Forma financial information. The unaudited pro forma combined financial statements of Cumulus Media Inc. incorporating both the Aurora acquisition and the DBBC acquisition as of and for the year ended December 31, 2001 are incorporated by reference into Exhibit 99.4 to this Report. (c) Exhibits.
EXHIBIT NO. EXHIBIT DESCRIPTION 2.1 Acquisition Agreement, dated November 18, 2001, by and among Cumulus Media Inc., Aurora Communications, LLC, and the other parties identified therein, as amended on January 23, 2002. (incorporated herein by reference to Exhibit 2.1 of the Current Report on Form 8-K filed on February 7, 2002). 2.2 Amended and Restated Registration Rights Agreement, dated as of January 23, 2002, by and among Cumulus Media Inc., Aurora Communications, LLC, and the other parties identified therein. (incorporated herein by reference to Exhibit 2.2 of the Current Report on Form 8-K filed on February 7, 2002). 2.3 Agreement and Plan of Merger, dated December 14, 2001, by and among Cumulus Media Inc., DBBC, L.L.C., and the other parties identified herein. (incorporated herein by reference to Exhibit 2.3 of the current Report on Form 8-K filed on February 7, 2002). 99.1 Press release dated March 28, 2002. 99.2 Audited financial statements of Aurora Communications, LLC for the years ended December 31, 2001 and 2000, and the period January 20, 1999 (commencement of operations) to December 31, 1999, together with the report of Ernst & Young LLP with respect thereto (incorporated herein by reference to pages F-2 through F-13 of the Definitive Proxy Statement on Schedule 14A filed by Cumulus Media Inc. on February 28, 2002). 99.3 Audited consolidated balance sheets of DBBC, L.L.C. and Subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of income and changes in members' equity and cash flows for each of the three years in the period ended December 31, 2001, together with the report of Kraft Bros., Esstman Patton & Harrell, PLLC with respect thereto (incorporated herein by reference to pages F-14 through F-26 of the Definitive Proxy Statement on Schedule 14A filed by Cumulus Media Inc. on February 28, 2002). 99.4 Unaudited pro forma combined financial statements of Cumulus Media Inc. incorporating both the Aurora acquisition and the DBBC acquisition as of and for the year ended December 31, 2001 (incorporated herein by reference to pages P-14 through P-21 of the Definitive Proxy Statement on Schedule 14A filed by Cumulus Media Inc. on February 28, 2002). 99.5 Consent of Ernst & Young LLP 99.6 Consent of Kraft Bros., Esstman, Patton & Harrell, PLLC
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Cumulus Media Inc. Date: March 28, 2002 by: /s/ LEWIS W. DICKEY, JR. -------------------------------------- Lewis W. Dickey, Jr. President and Chief Executive Officer EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION 99.1 Press release dated March 28, 2002. 99.5 Consent of Ernst & Young LLP 99.6 Consent of Kraft Bros., Esstman, Patton & Harrell, PLLC
EX-99.1 3 g75154ex99-1.txt PRESS RELEASE DATED 3/28/02 EXHIBIT 99.1 [LOGO] CUMULUS For Release 4:30 PM For further information please contact: Thursday, March 28, 2002 Lew Dickey (404) 949-0700 or Marty Gausvik (404) 949-0700 CUMULUS MEDIA INC. COMPLETES ACQUISITION OF AURORA COMMUNICATIONS, LLC AND DBBC, LLC ALSO COMPLETES NEW $400 MILLION CREDIT FACILITY ATLANTA, GA March 28, 2002 - Cumulus Media Inc. (NASDAQ:CMLS) today announced that it has completed the previously announced acquisitions of Aurora Communications, LLC, which owns and operates 18 radio stations in Connecticut and New York, and the broadcasting operations of DBBC, LLC, which is comprised of 3 radio stations in Nashville, Tennessee. Aurora operates multiple-station clusters in Bridgeport, CT, Danbury, CT, Newburgh-Middletown, NY, Westchester County, NY, and Poughkeepsie, NY. This acquisition will increase Cumulus' presence in the Northeast Region and provide Cumulus with an entree into the strategically vital metropolitan New York markets. Aurora was acquired in exchange for $93 million in cash or assumed debt and approximately 10.6 million shares of the Company's Common Stock. As part of the transaction, the Company also issued warrants to purchase 833,333 additional shares of its Common Stock. DBBC's broadcasting operations were comprised of three radio stations in Nashville, Tennessee. These stations were acquired in exchange for 5,250,000 shares of the Company's Class A Common Stock, the assumption of approximately $21 million in liabilities of DBBC, and the issuance of warrants to purchase 250,000 additional shares of Common Stock. Both acquisitions were completed following approval by the Company's shareholders at a meeting this morning. Commenting on the transactions, Lewis W. Dickey, Jr., Chairman, President and Chief Executive Officer of Cumulus, stated "We are very pleased that over 99% of the shareholders who voted cast their votes in favor of these important acquisitions. We are also very pleased to complete both of these important acquisitions prior to the end of the first quarter. These radio properties represent significant platforms in six new markets, including Nashville, TN (Market #44) and Westchester County, NY (Market #59). We welcome our new Cumulus colleagues in each of these markets, and we look forward to working together to develop the best run radio platforms in Connecticut, New York and Tennessee." COMPANY ALSO COMPLETES A NEW $400 MILLION SENIOR CREDIT FACILITY Concurrently with the completion of the Aurora and DBBC acquisitions, the Company completed the arrangement and syndication of a $400 million credit facility with J.P. Morgan Securities Inc. and Banc of America Securities, LLC as Joint Arrangers. The credit facilities are comprised of an unfunded $112.5 million revolving commitment, a $112.5 million term loan and a $175.0 million term loan. The proceeds from the new credit facility, which closed today, have been used to refinance amounts outstanding under the Company's old credit facility, to fund the respective cash portions of the Aurora and DBBC acquisitions, and to pay fees and expenses associated with both the new credit facilities and the acquisitions. INFORMATION ABOUT CUMULUS Giving effect to the completion of all pending acquisitions and divestitures, Cumulus Media will own and operate 245 radio stations in 53 mid-size U.S. media markets. The Company's headquarters are in Atlanta, GA, and its web site is www.cumulus.com. In addition, the Company owns and operates a multi-market radio network in the English-speaking Caribbean. Certain statements within this release constitute "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward looking statements are subject to numerous known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements in light of future decisions by the Company, and by market, economic, competitive, regulatory and technological developments beyond the Company's control. The words or phrases "expect", "anticipate", "estimates" and "forecast" and similar words or expressions are intended to identify such forward-looking statements. In addition, any statements that refer to expectations or other characterizations of future events or circumstances are forward-looking statements. Investors should examine the filings that are made with the SEC by the Company from time to time, which more fully describe the risks and uncertainties associated with Cumulus Media Inc.'s business. Except as otherwise stated in this news announcement, Cumulus Media Inc. does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise. EX-99.5 4 g75154ex99-5.txt CONSENT OF ERNST & YOUNG LLP Exhibit 99.5 CONSENT OF ERNST & YOUNG LLP We consent to the incorporation by reference in the registration statements on Form S-8 (SEC File Nos. 333-68487, 333-58969, 333-62538 and 333-62542) and Form S-3 (SEC File Nos. 333-94323 and 333-83980) of Cumulus Media Inc. of our report dated February 1, 2002, with respect to the financial statements of Aurora Communications, LLC, which report is included in the Cumulus Media Inc. Definitive Proxy Statement (as filed with the SEC on February 28, 2002). /s/ Ernst & Young LLP New York, New York March 25, 2002 EX-99.6 5 g75154ex99-6.txt CONSENT OF KRAFT BROS., ESSTMAN, PATTON & HARRELL Exhibit 99.6 CONSENT OF KRAFT BROS., ESSTMAN, PATTON & HARRELL, PLLC We consent to the incorporation by reference in the registration statements on Form S-8 (SEC File Nos. 333-68487, 333-58969, 333-62538 and 333-62542) and Form S-3 (SEC File Nos. 333-94323 and 333-83980) of Cumulus Media Inc. of our report dated February 11, 2002, with respect to the consolidated balance sheets of DBBC, L.L.C. and Subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of income and changes in members' equity and cash flows for each of the three years in the period ended December 31, 2001, which report is included in the Cumulus Media Inc. Definitive Proxy Statement (as filed with the SEC on February 28, 2002). /s/ Kraft Bros., Esstman, Patton & Harrell, PLLC Nashville, Tennessee March 28, 2002 -----END PRIVACY-ENHANCED MESSAGE-----