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Thursday, March 10, 2011

It's official: Cumulus to buy Citadel at $37 a share, in all-cash or stock

Cumulus Three weeks after the "exclusive negotiations" were announced, Cumulus has the $2.4 billion deal it first contemplated, although the terms are different. The originally-announced terms were for up to $30 a share in cash and up to $14 in Cumulus stock. The final deal allows Citadel Broadcasting shareholders to cash out completely, receiving $37 for each of their shares in cash. Alternatively, they could accept 8.525 shares of Cumulus stock for each of their Citadel shares.

The new enlarged Cumulus, including both Citadel and the privately-held Cumulus Media Partners (from a previously announced acquisition) would be 572 radio stations in 120 markets. Cumulus also acquires the Citadel Media syndication operation, the former ABC Radio Networks. Cumulus says the merger gives it "a true national platform" and "the critical mass necessary to effectively compete and invest in the local digital media marketplace." From a financial perspective, it is accretive for Citadel, which anticipates synergies - cost savings - of $50 million. Cumulus emerges from the transaction with lower leverage and an improved capital structure. It is backed by Jeff Marcus-run Crestview Partners, and the deal is expected to close by year-end. Former cable TV principal Marcus ran the 1990s-era AMFM Inc., now part of Clear Channel.

Cumulus and Citadel didn't immediately announce details of the new management structure, nor did it outline the cost savings. There is a Monday morning (March 14) conference call which should yield more information. Read the Cumulus release ("financial commitments secured for merger and refinancings") here.

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