Dial Global files 8K on loan waiver extension


Dial GlobalDial Global is moving closer to its voluntary de-listing from the NASDAQ stock exchange, after a bit of a delay. On 11/15/12, Dial Global expected “the de-listing will take effect on or about December 6.” At that point, the stock was trading above $2 a share. It’s now below .30 cents a share. As part of its departure from the Nasdaq, the company urges that if investors are interested in the company, its common stock will be traded on the OTC Pink Sheets.

DG also filed a Form 25 to the SEC in the end of November, 2012. On 12/19, it deregistered more than 2.6 million of its Class A common stock and more than 8.5 million shares of regular common stock.

Well over a year ago when DG merged with Westwood One (WWON), it was a stock for stock transaction that also gave Oaktree Capital/Triton Radio Networks access to NASDAQ. Westwood One’s investor/debt holder The Gores Group also stayed in. Effective 10/24/11, the company was listed on NASDAQ under the symbol “DIAL”. The WWON symbol was put to rest. Funds managed by Oaktree Capital and The Gores Group, either directly or indirectly, owned some 44% and 31%, respectively, of the company’s outstanding common shares at that time.

The 8-K mentioned DG’s lenders have again agreed to extend the initial waiver period and to temporarily waive the specified defaults on its loans: “Solely during the waiver period (as defined below) and not at any other time, the lenders hereby agree to temporarily waive the specified defaults and the right to accelerate the obligations as a result thereof. During the waiver period, the specified defaults shall be deemed not to have occurred or be continuing, and the administrative agent and the lenders shall have no right to enforce rights or exercise remedies with respect to the specified defaults. The waivers provided pursuant to the terms of this agreement shall automatically and without further action or notice by any party expire on the Limited Waiver Termination Date (as defined below).”

The “Limited Waiver Termination Date” was defined as the earlier to occur of: 5:00 p.m. (New York City time) on Thursday, February 28, 2013; or the date on which a Limited Waiver Termination Event occurs. So it looks like some interest payments are due at the end of next month.

In the meantime, DG gets “supplemental borrowing capacity of up to $5 million” under the second lien term loan facility to meet obligations.

See the 8-K here

RBR-TVBR observation: As we’ve noted, many radio-only public companies have been fighting to keep their price above the NASDAQ minimum. Many have gone from $20, $30 and $40 a share to just dollars. Let’s face it–radio is no longer a darling stock with investors as it was in the late 90’s and early 2000’s. There are very few analysts following the medium as well right now. DG took on a lot of partnerships (including, of course, merging with Westwood One, partnering with NBC Sports, etc.) and projects and went public at a time when talk and hourly news radio took a big hit with the Rush Limbaugh/Sandra Fluke nightmare. So DG decided to take the company private to secure itself with creditors and investors. This is the process we’re seeing now.