Cases & Deals

Cumulus Media makes $2.4 billion acquisition of larger rival Citadel Broadcasting to become 2nd largest U.S. radio company

Client(s) Cumulus Media Inc.

Jones Day advised Cumulus Media Inc., a leading owner and operator of radio stations in the United States, in connection with its acquisition, and related financing, of Citadel Broadcasting Corporation, a Nevada-based broadcast company, for $2.4 billion, payable in cash and shares of Cumulus.

Under the terms of the merger, Citadel shareholders were afforded an election to receive cash or Cumulus shares, subject to certain limitations. The transaction began with a proposal made public by Cumulus after the Board of Directors of Citadel had rebuffed private requests by Cumulus to negotiate a merger. The public proposal eventually lead to a negotiation of the combination by the parties. The transaction makes Cumulus, with over 570 radio stations, the 2nd largest U.S. radio company. The merger required that Cumulus finance not only the cash portion of the merger consideration, but also refinance all existing credit facilities at both Citadel and Cumulus. The financing, led by JP Morgan, consisted of first and second lien credit facilities, and the placement of Senior Notes, for over $3 billion. Also, Cumulus privately placed $500 million of its equity to Crestview Partners, Macquarie Capital, and UBS Securities.

In addition to M&A, banking and finance, and private equity representation, Jones Day provided capital markets, employee benefits, environmental, health and safety, labor and employment, tax, and antitrust advice regarding this transaction and the related financings.