Cumulus Sells Six To EMF & Swaps With Entercom In New York & Indianapolis

EMF Acquires WPLJ New York, WRQX Washington & Four Others

Cumulus Media 2018 Mary BernerA 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.”

Transaction Details

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.

Forward-Looking Statements

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.”

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  1. dudefromva says

    Radio broadcasters wonder why everyone is going digital (ie: satellite, Spotify type sites, or Tune-In type sites) and this is why.

    From my location, I can get K-Love on 2 signals, soon to be 3 (DC’s WRQX). No one company needs that much dialspace.

    Add in iHeart’s near incessant need to play the same songs over and over or 10+ minutes of commercials each break and it’s no wonder people are going digital in droves. There’s nothing on anymore.

    1. Nathan Obral says

      EMF will shuffle formats around based on the signals they’ll have. Look at what they’re doing in Chicago. They play the game well and won’t have unnecessary format duplications, not when they have three national formats to their name.

  2. MediaFan85 says

    This is a bombshell deal!

  3. Eric Jon Magnuson says

    I see that EMF includes a mention of Baltimore in its description of WRQX. Also, this pretty much means that WGTS gets direct competition now.

    1. dudefromva says

      With Baltimore sooo close to DC, I can understand why they did. WRQX is heard quite easily in Baltimore and across the DC Metro as well. They picked a good station, I will give them that. I wonder if they will need the admittedly weak 103.3/Winchester which is covered clearly by 107.3/DC.

  4. Nathan Obral says

    EMF is the only major radio broadcast chain with a positive cashflow and no debt to their name. Just think about that. You can’t argue that the industry is healthy when deals like these have to be made just so an emerging company like Cumulus can shore themselves up.

    If I were at WABC, I’d be very worried right now.

    1. Theater of My Mind says

      It’s amazing how positive your cashflow can be when you don’t have to pay taxes as a “non-profit”.

      1. Nathan Obral says

        …and have a steady stream of donors and never buy large chains of stations with a lot of assumed debt.

        1. Theater of My Mind says

          …and run the whole thing with a small staff (and unpaid volunteers) from one place with no local presence whatsoever in the other communities being served. With over 500 stations that’s some eye-popping cost savings.

          1. Nathan Obral says

            Nationally-programmed formats like K-Love are commonplace everywhere BUT the United States. (The BBC networks, anyone?) EMF is only guilty of proving such a centralized format is not only doable stateside, but can be successful if done right.

    2. TVRadio1972 says

      Not just at WABC, but at WNBM as well. I can’t see Cumulus keeping those stations for long, especially with the ratings they have.

  5. Mark W. says

    I agree that it’s only a matter of time before WABC and dinky little WNBM in New York get sold.

    I could see iHeart or Hubbard purchasing WMAL AM & FM in Washington.

    I could see Entercom purchasing Kicks 101.5, Rock 100.5, and possibly the HD translators in Atlanta.

    Are other markets for sale, too? WDVD, WDRQ and WJR in Detroit sure would pair nicely with Beasley’s current stations there.

    1. Eric Jon Magnuson says

      I don’t think that iHeart could pick up WMAL-FM, as it already has five FMs here.

      1. Nathan Obral says

        Hubbard’s sheer revenue dominance with WTOP would make a purchase of WMAL A/F problematic.

        Entercom? Why not. Just offload 99.1 to Bloomberg outright and 630/105.9 is doable.

    2. Nathan Obral says

      WNBM doesn’t even need to be sold, they can broker it out 100% like WVIP and other small class A FMs in that region of the NYC metro that thrive.

      One other major albatross for Cumulus is Los Angeles. You can’t tell me that they are going to keep KLOS and KABC, especially when KABC is a absolute ratings and revenue disaster.

    3. dsportsgirl says

      I would like to see Cumclus to sell 3 Detroit stations to Beasley Media that could see 93.1 dropping out of country music and switch to some any type of top 40 and 96.3 could remain as Hot AC.

  6. dudefromva says

    7 if you count WFRE-FM and WFMD-AM in the Aloha Trust.

    1. Eric Jon Magnuson says

      Not surprisingly, I forgot about that. It also begs a related question: Given WFRE’s strong signal, why hasn’t someone picked up at least that station yet?

      1. Les Talk says

        Shocked that Forever didn’t buy WFRE/WFMD instead of the Eastern Shore stations. Froggy 99.9 WFRE still to come?

      2. Nathan Obral says

        You’re assuming that those trusts really want to sell, that’s pretty funny.

        Jeanette Tully’s trusts with iHeart (including WKOX and those two FMs In Seattle supposedly on the block) outlived her. And the Last Bastion Station Trust, set up by Cumulus after their merger with ABC Radio, is still very much around, 12 years later.

        1. Nathan Obral says

          **Citadel’s merger with ABC Radio, not Cumulus. Aaigh!

        2. Eric Jon Magnuson says

          Aloha certainly hasn’t needed to dispose of the Frederick stations. Still, I do think that WFRE would be of value to several groups–basically any commercial operator in Frederick, Hagerstown, Martinsburg, or maybe even Winchester, or someone who wants coverage of the northern D.C. suburbs and/or the western Baltimore suburbs. Indeed, if it weren’t for this deal (for WRQX), I figure that WFRE would’ve been a good fit for EMF; it still might be good as part of the relaunched Air1. (That said, the situation would be quite different for WFMD.)

  7. inorm2020 says

    It’s about the format and messaging, and everything that goes with it.
    WPLJ going religious is awful.
    DC having WAVA And WRQX now religious is just plain evil

    1. Les Talk says

      Shocked that Forever didn’t buy WFRE/WFMD instead of the Eastern Shore stations. Froggy 99.9 WFRE still to come?

      1. Les Talk says

        Sorry duplicated post. What I meant to say is that DC’s FM band will now have two non comm stations with very good signals that probably wont even crack the top 15. And, look at what’s left in DC. Outside of urban stations, you have the most boring classic hits station ever created with 94.7, a cookie cutter iHR station or two WASH, DC101, Hot, WMZQ. Stick a fork in it. This market is dead.

    2. Theater of My Mind says

      It’s blight. Once the godcasters start taking over at the rate we’re seeing here you know it’s the end. It happened with shortwave, then with AM, then the translators, and now some of the most desirable signals on FM. What a shame.

    3. Nathan Obral says

      Despite being in totally different time periods and in totally different contexts, WAVA and WRQX have one thing in common, and that was both were unloaded to satisfy debt loads of their owners.

    4. Eric Jon Magnuson says

      At the very least, there’s a big difference between Christian Talk/Teaching stations (e.g., the Salem-era WAVA) and CCM outlets (e.g., K-Love).

  8. TVRadio1972 says

    This is huge news, especially for my market New York. This will give EMF a full market signal for it’s K-Love network via 95.5. That will probably mean that Air1 will move from 96.7 HD2 to it’s analog/HD1 channel. As for 94.7, it will probably stay Country but with new branding (94.7 The Wolf, US-94.7, or Froggy 94.7).

  9. maytableinc says

    Very sad to see these prominent stations get yanked out of their formats for fully networked & centralized programming. For the regular Joe’s listening in these markets, this is basically equivalent to these stations surrendering their licenses.

    1. homerjay says

      People who enjoy the formats, and they are plentiful, are regular Joes as well. Formats change.
      Life goes on.

  10. t_terrasi says

    I could see Cumulus moving Mix from 107.3 to 105.9. That would only make sense. Would hate to see the Mix airstaff let go completely. Seems very strange they would sell PLJ though…very shocked to say the least. I guess it came with a good chunk of money so they had no choice. At least there’s still a Hot AC station in NYC in 102.7. And with K-Love coming to Atlanta…I wonder what that will mean for Salem’s WFSH? As I understand it, they are currently one of the top stations there. However, I have a feeling many will choose to switch to the non-commercial infested alternative at 106.7.

    1. Nathan Obral says

      WMAL had their AM coverage area downgraded significantly recently. Most of their listeners are on the FM dial in a market dominated by WTOP-FM. It’s one of the few talk stations Cumulus still owns (WJR is another) that isn’t a ratings disaster.

      1. Eric Jon Magnuson says

        It also certainly doesn’t hurt that the FM is the signal that’s much more Virginia-focused–whereas the AM is more Maryland-focused (especially with that downgrade).

  11. Nathan Obral says

    Surprised people aren’t starting with the “will WINS move to FM on 94.7?” speculatron. If anything, Entercom may be able to make the country format work better (given that WNSH targets the suburban markets of NYC best suited for the format), along with a much better branding.

    1. Ryan Williams says

      I think 94.7 is actually a much better fit for WCBS than WINS considering 1010 is so focused on the boroughs.

      1. Charles Everett says

        Entercom has a corporate commitment to Country and has the format in some pretty big cities — Chicago, Detroit, Houston, Minneapolis, Phoenix, San Diego.
        There is a reason why consolidators such as Entercom do not pander to fanboys.

        1. Nathan Obral says

          Entercom actually knows how to program county and does it well. You cannot say the same about Cumulus after the “Nash” brand and format concept dreamt up by Lew and John Dickey. There’s a reason why those two are no longer in the radio business.

        2. Nathan Obral says

          Furthermore, “NASH” was implemented with the so-called “fanboy” mentality. What better way to handle a stable of decent performing — and in some cases, stellar — country stations in their portfolio (some built by the Dickeys, others inherited from Citadel and ABC) than by cramming down that stupid brand name on them and emasculating their local talent roster for large amounts of syndicated fare, with “country lifestyle” weasel words continually invoked as their defense.

      2. Nathan Obral says

        Neither need to be on FM. WINS is inner-city focused while WCBS is regionwide.

        And why sacrifice a potential revenue stream like that? Entercom is sitting on an untapped revenue mine with an underutilized country format on a suburban signal that will serve it very well.

        Only question is what should 94.7 rebrand to, as that “Nash” name is assuredly headed for the dumpster where it belongs.

  12. Mark W. says

    I forgot that iHM owned 100.3 WBIG in the nation’s capital. I was only thinking of WASH, WNZQ, WIHT and WWDC-FM.

    You make some terrific points, Nathan.

    I think some or all of the things you mentioned could happen!

  13. tsherck says

    I could see a new format for 93.9? For the 7th time

    1. ma gee says

      93.9 Indianapolis? Energy is format number 11 in a 26 year history, if you count i94’s eventual daytime shift to Hot AC. Not including the multiple Christmas music stunts.

      Not surprised that the Indianapolis moves have drawn almost no discussion.

  14. Eric Jon Magnuson says

    Here’s Mr. Ho’s story on the Atlanta angle…

    I guess I didn’t realize just how much signal overlap WYAY has with WFSH.

    1. Nathan Obral says

      It actually looks like both stations use the same tower, just at different power levels and directional orientations.

      Safe to say that the Braves FM flagship will be moving (back to WNNX?).

  15. Aaron says

    Will be interesting to see if someone takes over Hot AC in DC. Mix is a top 10 station. Could see 94.7 going back to it if Classic Hits doesn’t work out.

    1. elcartero says

      If it doesn’t, well, I think I know where that morning guy they’ve been looking for is.

      I’m dismayed Hubbard didn’t at least snatch up 107.3; they do a very good job with Hot AC in Chicago, Minneapolis and Cincinnati.

      1. Nathan Obral says

        Hubbard’s cluster in DC is totally spoken-word with WTOP and Federal News Radio.

        Their free-form “Gamut” is the only music format on any sort, but it’s on a WTOP sub and on WWFD/820 (WWFD is doing an experimental all-digital transmission), thus unavailable to the general public. At least they stream.

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