Simpson Thacher is representing Cumulus Media Partners, LLC (“CMP”) and The Blackstone Group in the announced sale to Cumulus Media Inc. (“Cumulus”), a NASDAQ listed radio broadcasting company, of the equity interests of CMP that Cumulus does not already own. In connection with the transaction, Cumulus will issue shares of its common stock to affiliates of The Blackstone Group, Bain Capital Partners, LLC and Thomas H. Lee Partners, which collectively own 75% of CMP. Cumulus currently owns the remaining 25% of CMP's equity interests. In connection with the transaction, Cumulus also intends to acquire all of the outstanding warrants to purchase common stock of a subsidiary of CMP, in exchange for shares of Cumulus common stock. Based on the closing price of Cumulus' common stock on January 28, 2011, the implied enterprise value of CMP is approximately $740 million. The transaction is expected to be completed in the second quarter of 2011, and is subject to shareholder and regulatory approvals and other customary conditions. The holders of shares of Cumulus representing approximately 54% of the voting power of the company have agreed to vote to approve the share issuances and an amendment to Cumulus' certificate of incorporation, which are required to complete the transaction.
CMP owns 32 radio stations in nine markets, including San Francisco, Dallas, Houston, Atlanta, Cincinnati, Indianapolis and Kansas City.
The Simpson Thacher team working on this transaction includes: Wilson Neely, Atif Azher, Ravi Purushotham and Adam Glenn (M&A); Greg Grogan, Jeanne Annarumma and Jennifer Pepin (Executive Compensation and Employee Benefits); Gary Mandel and Noah Beck (Tax); Adeeb Fadil (Environmental); and Steven DeLott (Insurance Regulatory).