Cumulus Sells Six To EMF & Swaps With Entercom In New York & Indianapolis
EMF Acquires WPLJ New York, WRQX Washington & Four Others
A few additional details have come out from the FCC filings for these deals.
Cumulus will retain the intellectual property of all six stations it is selling to Educational Media Foundation. It will also retain the WRQX call letters.
Concurrent with the sale applications, Entercom has applied to move 94.7 WNSH Newark NJ to one of the Lyndhurst NJ towers currently utilized by iHeartMedia’s 710 WOR New York. From the new site WNSH will operate with 40kW/166m. That brings the station as far east as it can go without creating interference to 94.3 WWSK Smithtown NY. 94.7 WMAS-FM Enfield CT/Springfield MA will add a directional null to the southwest to remove interference to WNSH while remaining at its current 50kW/55m antenna.
Also of note, EMF made its escrow payment on its portion of the deal on December 31, 2018. The fact that nothing about it leaked anywhere is unheard of in this media age.
Original Report 2/13: Cumulus Media has announced a pair of major deals with Entercom and Educational Media Foundation.
EMF will acquire Hot AC 95.5 WPLJ New York, “Mix 107.3” WRQX Washington DC, “Talk 106.7” WYAY Atlanta, AAA 97.7 KFFG Los Gatos/San Jose, Hot AC “102.1 The Sound” WZAT Tybee Island/Savannah, and Classic Rock “105.9 The Rebel” WXTL Syracuse NY from Cumulus for $103.5 million.
In its second deal, Cumulus will swap Country “94.7 Nash-FM” WNSH Newark NJ/New York and AC 94.7 WMAS-FM and Country “98.1 Nash Icon” 1450 WHLL/98.1 W251DC Springfield MA to Entercom for CHR 99.5 WZPL, Hot AC “107.9 The Mix” WNTR, and Sports 1430 WXNT Indianapolis.
Entercom and Cumulus will begin operating their newly acquired stations via LMA on March 1. EMF will begin operating the stations they are purchasing when the deal closes in early summer.
Cumulus Media Inc. [NASDAQ: CMLS] (the “Company”, “Cumulus”, “we”, “us”, or “our”) today announced that it has entered into an agreement to sell six radio stations to Educational Media Foundation (“EMF”) for $103.5 million in cash. Cumulus also announced that it has entered into a swap agreement with Entercom Communications Corp. [NYSE: ETM] (“Entercom”) under which Cumulus will obtain three stations in Indianapolis, lifting Cumulus into the leading ratings position in that market, in exchange for three Cumulus stations in two markets.
Mary G. Berner, President and Chief Executive Officer of Cumulus Media, said, “These transactions are consistent with our portfolio optimization strategy and both deals are accretive. The Entercom swap significantly bolsters our competitive position in Indianapolis and the EMF transaction generates substantial cash for debt repayment and investment in other business opportunities.”
Under the terms of the agreement with EMF, EMF will acquire WYAY-FM (Atlanta, GA), WPLJ-FM (New York, NY), KFFG-FM (San Francisco, CA), WZAT-FM (Savannah, GA), WXTL-FM (Syracuse, NY), and WRQX-FM (Washington, DC) from Cumulus for a gross purchase price of $103.5 million. EMF will acquire all transmission equipment and assume all tower leases associated with the stations which collectively contribute approximately $5-7 million of EBITDA to Cumulus annually.
Under the terms of the swap agreement with Entercom, Cumulus will receive WNTR-FM, WXNT- AM, and WZPL-FM in Indianapolis and Entercom will receive WNSH-FM (New York, NY) and WMAS-FM and WHLL-AM (both in Springfield, MA). In connection with the swap agreements, each party will commence a local marketing agreement to program the other party’s stations beginning on March 1, 2019.
Approvals and Timing to Close
The transactions are subject to customary closing conditions, including regulatory approval. Cumulus expects to complete both transactions during the second quarter of 2019.
Certain statements in this release may constitute “forward-looking” statements. Such statements are statements other than historical fact and relate to our intent, belief or current expectations primarily with respect to certain historical and our future operating, financial, and strategic performance. Any such forward-looking statements are not guarantees of future performance and may involve risks and uncertainties. Actual results may differ from those contained in or implied by the forward-looking statements as a result of various factors including, but not limited to, risks and uncertainties relating to the our ability to complete the pending sale to EMF or the swap agreement with Entercom, on the terms and within the timeframe currently contemplated, and other risk factors described from time to time in our filings with the Securities and Exchange Commission, including our Form 10-K for the year ended December 31, 2017 and any subsequently filed Forms 10-Q. Many of these risks and uncertainties are beyond our control, and the unexpected occurrence or failure to occur of any such events or matters could significantly alter our actual results of operations or financial condition. Cumulus Media Inc. assumes no responsibility to update any forward-looking statement as a result of new information, future events or otherwise.
Educational Media Foundation (EMF), the nation’s largest radio broadcaster of Contemporary Christian Music, today announced a definitive agreement to acquire 95.5 WPLJ, New York, NY; 106.7 WYAY, Atlanta, GA; 107.3 WRQX, Washington, D.C. / Baltimore, MD; 97.7 KFFG, San Jose, CA; 102.1 WZAT, Savannah, GA; and 105.9 WXTL, Syracuse, NY, from Cumulus Media Inc for $103.5 million.
The transactions are expected to close early summer 2019 and will bring the number of K-LOVE radio signals to 564 nationally, in markets including Philadelphia, Miami, Los Angeles, San Antonio, Chicago and Seattle.
“We are thrilled to add these stations to the K-LOVE network and for the opportunity to continue to bring people closer to Jesus,” said Alan Mason, EMF President and Interim CEO. “Our mission is to create compelling media that inspires and encourages listeners to have a meaningful relationship with Christ. These are legendary stations that will enable us to enter new markets in Washington, D.C., Atlanta, Savannah and Syracuse and expand our footprint in New York.”