Adding Significant Scale in a Series of Transactions
Aggregate Purchase Price of Approximately $281 Million
Greenwich, CT – August 30, 2013 – Townsquare Media, LLC (“Townsquare”) announced today that it has executed definitive documentation related to three transactions with Cumulus Media Holdings, Inc. (“Cumulus”) and Peak II Holding LLC (“Peak”) which, upon consummation, will result in Townsquare acquiring assets including 71 radio stations in 15 markets (collectively, the “Transactions”). Pro forma for the Transactions, Townsquare will own 312 radio stations in 66 markets and have operations in 25 states, making it the third largest owner of radio stations in the United States and the largest, best-capitalized owner and operator of radio stations solely focused on small and mid-sized markets.
In connection with the Transactions, Townsquare is acquiring assets including 53 radio stations (three of which will be assigned to a divestiture trust) in 12 markets (Battle Creek, MI; Cedar Rapids, IA; Danbury, CT; Faribault-Owatonna, MN; Kalamazoo, MI; Lansing, MI; Portland, ME; Portsmouth-Dover-Rochester, NH; Quad Cities, IA-IL; Rochester, MN; Rockford, IL; and Waterloo, IA) from Cumulus for cash. Townsquare is also acquiring Peak, which owns assets including 11 radio stations in 2 markets (Boise, ID and Fresno, CA) for cash and equity units of Townsquare. Finally, Townsquare will exchange certain assets including 5 radio stations, in Fresno it is acquiring from Peak, for Cumulus assets including 15 radio stations in two markets (Dubuque, IA and Poughkeepsie, NY) and a de minimis cash settle-up payment in favor of Townsquare. In total, Townsquare will be acquiring 68 stations from Cumulus, three of which will be assigned to a divestiture trust, and eleven Peak stations, five of which will be exchanged to Cumulus, resulting in a net increase of 71 stations.
Townsquare expects to finance the Transactions with a mix of secured and unsecured debt financing, Townsquare equity units and cash on hand. Townsquare has received debt financing commitments from its various financing partners in connection with the Transactions and will complete its financing in compliance with the covenant package of Townsquare Radio, LLC’s existing Senior Unsecured Notes indenture.
“These transactions represent the continued evolution of Townsquare Media into one of the nation’s largest local media companies and allow us to reach a scale which opens the door to new strategic opportunities,” commented Townsquare Chairman and CEO, Steven Price. “The assets we are adding to our portfolio are market leading brands with strong competitive positions in their respective small and mid-sized markets. We are excited by the opportunity to deploy our differentiated local-media strategy across a broader footprint in order to better serve our communities and our advertising clients.”
The Transactions are expected to close in the fourth quarter of 2013, pending regulatory approval.
McDermott, Will & Emery, Kirkland & Ellis and Drinker Biddle & Reath served respectively as transaction, financing and FCC counsel to Townsquare in connection with the Transactions.
About Townsquare Media Group
Townsquare Media Group creates and distributes original and motivating media experiences that connect communities seamlessly with content they love, people they trust, products they want, and things that matter. We attract, engage, and activate audiences on a local and national basis through our unique mix of market leading marquee entertainment properties. Our local business owns and operates 241 radio stations, over 250 companion websites, an e-commerce business (SeizeTheDeal.com), and approximately 500 annual live events in 51 small and medium-sized markets across the country. Our national business owns and operates leading music and entertainment-focused digital properties including TasteofCountry.com, Loudwire.com, ScreenCrush.com, and Guyspeed.com; several leading multi-day music festivals, including Mountain Jam and the Taste of Country Music Festival; a digital advertising network which reaches over 50 million unique visitors monthly; and a marketing services business which provides a turnkey web presence for small and medium sized businesses. We also operate Townsquare Cares, a non-profit organization dedicated to helping our troops and their families. Funds managed by Oaktree Capital Management are the Company’s largest shareholder. www.townsquaremedia.com