Cumulus Media in Talks to Buy Citadel Broadcasting

Radio broadcaster Cumulus Media Inc. (NASDAQ: CMLS) confirmed it is in exclusive talks to buy Citadel Broadcasting Corp. for $37 a share in cash and stock, valuing the company in excess of $2 billion.

As per the proposed terms, the portion of cash and stock may vary but would not exceed $30 in cash or $14 in stock.

The sweetened bid came after Citadel rejected an unsolicited offer of $31 a share from Cumulus in December.

The proposed acquisition would give Cumulus 570 radio stations across approximately 120 US markets.

Citadel owns and operates 225 radio stations in over 50 markets and also operates the Citadel Media business, which is among the largest radio networks in the US. Cumulus is the second largest radio broadcaster in the United States based on station count, controlling 347 radio stations in 67 US media markets

Cumulus will get up to $500 million in equity financing from Crestview Partners and Macquarie Capital, and the remainder through debt financing to be led by UBS Investment Bank and Macquarie Capital.

Cumulus, which previously announced the pending acquisition of the remaining equity interests that it does not currently own in Cumulus Media Partners LLC, also expects to complete a refinancing of all of the outstanding debt of Cumulus, CMP and Citadel as part of the proposed transaction.

Cumulus expects the transaction, after giving effect to anticipated synergies, to be accretive relative to Cumulus' current Adjusted EBITDA trading multiple.

UBS Investment Bank and Macquarie Capital are acting as financial advisors, and Jones Day is acting as legal counsel, to Cumulus in the transaction. JPMorgan Securities LLC and Lazard are acting as financial advisors, and Weil Gotshal & Manges LLP is acting as legal advisor, to Citadel.

In 2009, Citadel filed for bankruptcy after the recession hurt advertising spending, a key source of revenue for radio broadcasters. Now, the renewed deal talks between Cumulus and Citadel indicates that the radio advertising market may rebound amid the increasing diversion of ads to internet.

Shares of Cumulus Media were up 4 cents at $4.82 in Friday morning trade on Nasdaq.