Cumulus Media has filed a preliminary proxy with the SEC for its coming shareholder vote on a proposed going-private transaction, which would have Merrill Lynch Global Private Equity (MLGPE) and the Dickey family buy out all public shareholders for 11.75 per share. According to the filing, the Dickeys will reinvest 5,106,383 shares of common stock, worth 60 million at the buyout price, and MLGPE will commit 286 million in cash, for a total equity commitment of 346 million. To fund the rest, they have a debt commitment letter from two affiliates of MLGPE, Merrill Lynch Capital Corporation, to provide up to 1.02 billion of senior secured credit facilities. However, they have the right to look elsewhere as well and are seeking to have Bank of America, the administrative agent for Cumulus’ current credit facility, to provide at least 180 million in financing.
Despite his equity contribution to the buyout, CEO Lew Dickey still stands to receive nearly 17 million from the buyout, EVP and Co-COO Jonathan Pinch nearly two million, CFO Martin Gausvik over four million and EVP and Co-COO John Dickey just under six million.