Another small step toward closing the Citadel sale to Cumulus


It’s just a routine housekeeping move, but Citadel Broadcasting has filed notice with the SEC that it has officially notified the banks involved that it expects to redeem its outstanding bonds as soon as September 15th. That’s the day that Citadel shareholders vote on the $2.5 billion deal and Cumulus Media hopes to close – assuming all regulatory approvals have been received.

“On August 16, 2011, at the request of Cumulus Media Inc. (“Cumulus”) pursuant to that certain Agreement and Plan of Merger, dated March 9, 2011 (the “Merger Agreement”), by and among Citadel Broadcasting Corporation (the “Company”), Cumulus, Cumulus Media Holdings Inc. (f/k/a Cadet Holding Corporation), and Cadet Merger Corporation (“Merger Sub”), the Company provided a conditional notice to Wilmington Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as registrar, authentication agent and paying agent (the “Agent”) under the Indenture governing the Company’s 7.75% Senior Notes due 2018 (the “Notes”), requesting that the Agent mail, or cause to be mailed, commencing on August 16, 2011, a notice of redemption to all holders of the outstanding Notes,” Citadel said in its SEC filing.

“The redemption will be made in accordance with the terms of the Indenture and is subject in all respects to completion of the Merger that is provided for in the Merger Agreement. The Company expects to redeem the Notes on September 15, 2011, or such later date on which the Merger shall be completed and take effect (such date, including as it may be extended, the “Redemption Date”) at a redemption price of 107.75% of the principal amount plus accrued and unpaid interest from June 15, 2011 to (but not including) the Redemption Date (the “Redemption Price”),” the banks were told.

To refresh your memory, here is how the entire package to roll up CMP into Cumulus (already completed) and acquire Citadel is being funded – click here.

RBR-TVBR’s exclusive interview with Cumulus Media CEO Lew Dickey:

Cumulus targets September 15 closing for Citadel (audio)

Lew Dickey expects more consolidation in radio (audio)

Preparing for a bigger Cumulus Media (audio)

Lew Dickey looks at the world beyond radio (audio)