Cumulus Media receives consents for 10 3/8% notes

New York, April 15 - Cumulus Media Inc. said it received sufficient consents from holders of its 10 3/8% senior subordinated notes due 2008 to amend the indenture.

The Atlanta radio broadcaster said that holders who wish to receive the consent payment of $20 per $1,000 principal amount of the notes when the tender offer is completed must tender the notes and deliver consents by 5.00 p.m. ET on April 16.

The tender offer expires at 12.01 a.m. ET on April 30 unless extended.

AS PREVIOUSLY ANNOUNCED: Cumulus Media (B3/B+) said on Wednesday (April 2) that it had begun a tender offer for all of its outstanding 10 3/8% senior subordinated notes due 2008, as well as a related solicitation of noteholder consents to proposed indenture changes, aimed at eliminating substantially all of the restrictive covenants and certain default provisions, other than the covenants to pay principal and interest on the notes and the related default provisions.

The tender offer will expire at 12:01 a.m. ET on April 30, with 5 p.m. ET April 15 as the consent expiration date, up to which point any delivered consents may be revoked. Both deadlines are subject to possible extension. Holders who tender their notes in the offer are required to consent to the proposed amendments to the indenture.

Noteholders who validly tender their notes and deliver consents by the consent expiration date (and do not withdraw them) will receive the total consideration of $1,067.50 per $1,000 principal amount of notes which includes a consent payment of $20 per $1,000 principal amount of notes tendered. Holders who validly tender their notes after the consent deadline but prior to the tender offer expiration will receive the total consideration minus the consent payment (i.e. $1,047.50 per $1,000 principal amount).

The tender offer and consent solicitation is conditioned upon the receipt of consents from the holders of at least a majority in principal amount of the notes and the completion of an amendment to Cumulus' credit facility, among other factors.

Cumulus plans to finance the tender offer with a portion of the proceeds of its proposed $325 million senior secured term loan C due 2008, with the remainder of the proceeds expected to be used to refinance existing senior debt. Cumulus said April 15 it had received a commitment for the new term loan.

J.P. Morgan Securities Inc. is dealer manager for the offer and solicitation agent for the solicitation. MacKenzie Partners, Inc. (call 800 322-2885) is information agent for the offer and the solicitation.

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