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CUMULUS NEWS RELEASE OCT 3, 2000 CUMULUS MEDIA INC. Company announces the following transactions: 1. Closing of the Connoisseur Communications purchase; 2. Closing on the sale of select markets to Clear Channel; 3. Agreement and initial closing with Clear Channel on a 4. third phase of asset exchanges and sales; and 5. An Amendment to its Senior Credit facility; ATLANTA, GA October 3, 2000 -- Cumulus Media Inc. (NASDAQ: CMLS), today announced the completion of a series of transactions that position the Company to complete its previously announced acquisition pipeline and focus its management team on completing the operational improvements which commenced in the second quarter. On Monday afternoon, October 2, 2000 Cumulus completed the acquisition of 35 radio station across 9 markets from Connoisseur Communications for $ 257.8 million in cash. This transaction, which has been under contract since November 29, 1999 transfers ownership of the Connoisseur assets in Rockford, IL, Quad Cities, IL and IA, Waterloo-Cedar Falls, IA, Evansville, IN, Flint, MI, Muskegon, MI, Saginaw-Bay City-Midland, MI, Canton, OH, Youngstown-Warren, OH, to Cumulus effective yesterday. Four stations in the Evansville, IN market were immediately sold, and an agreement to sell the five stations in the Muskegon, MI market was reached as described below. To facilitate the Connoisseur closing, On October 2, 2000 the Company received $68.9 million in initial proceeds from the second phase of its previously announced asset exchange and sale to Clear Channel Communications (NYSE: CCU). As previously announced, this transaction transfers 30 stations from Columbus, GA, Mason City, IA, Mankato-New Ulm-St. Peter, MN, Rochester, MN, and Evansville, IN (acquired from Connoisseur) to Clear Channel. The transfer of the radio stations in Columbus, GA has not yet received FCC approval, and accordingly will be completed upon receipt of all applicable regulatory approvals. The parties have entered into an agreement pursuant to which Clear Channel will commence providing programming and marketing services to the Columbus stations. Additionally, the Company announced that it would also transfer to Clear Channel Communications 45 stations in 8 markets in exchange for 4 stations and cash in a transaction that will generate approximately $52.0 million in cash to Cumulus. Cumulus will acquire the 4 former AMFM stations being divested by Clear Channel in Harrisburg, PA and approximately $52.0 million in cash, $15.0 million of which was funded yesterday afternoon in an initial closing. Harrisburg becomes Cumulus' largest market. In return, Clear Channel will acquire 44 stations in Jonesboro, AR, Muskegon, MI (previously acquired from Connoisseur), Augusta, GA, Augusta-Waterville, ME, Florence/Muscle Shoals, AL, Tupelo, MS, Marion-Carbondale, IL, and Laurel-Hattiesburg, MS. This transaction is expected to close in the fourth quarter, subject to the approval of the Federal Communications Commission and the satisfaction of various closing conditions. The parties have entered into agreements pursuant to which Clear Channel will provide programming and marketing services to those Cumulus stations, and Cumulus will provide similar services to the former AMFM stations in Harrisburg, PA. " Today was an important step in continuing the turn around the Company commenced earlier this year" noted Lew Dickey, CEO of Cumulus. "As a result of these transactions, we have acquired an excellent position in what is now our largest market, and exited several smaller and less strategic markets that were consuming a great deal of our resources without generating significant cash flow. The net cash raised from these transactions will enable us to complete our pending acquisition pipeline without selling key markets, and without having to raise highly dilutive equity. In addition, we modified our bank agreement to give us the flexibility to implement our operational improvements and begin de-levering the Company". Added Marty Gausvik, CFO of Cumulus "We believe we now have a capital plan in place that will provide us with the ability to close the remaining acquisitions we have contracted to complete at comfortable leverage levels. The completion of these transactions allows us to focus on the more critical task of completing the operational turnaround in our business. While progress has been made, the management team looks forward to returning the business to more respectable cash flow levels. These completed exchange and sale transactions demonstrate the value of the clusters we have assembled." Cumulus will acquire the following station assets from Clear Channel: Harrisburg, Pennsylvania (Market Rank # 77 of 276) - WNCE-FM, WNNK-FM, WTCY-AM, WTPA-FM. Cumulus will transfer the following station assets to Clear Channel as part of these transactions: Jonesboro, Arkansas (Market Rank #271 of 276) -- KIYS-FM, KBTM-AM, KFIN-FM. Muskegon, Michigan (Market Rank #217 of 276) - WMUS-FM, WMUS-AM, WMRR-FM, WMHG-AM, WSHZ-FM. Augusta, Georgia (Market Rank #114 of 276) - WZNY-FM, WEKL-FM, WBBQ-FM, WBBQ-AM, WGUS-AM, WKSP-FM WPRW-FM. Augusta-Waterville, Maine (Market Rank #250 of 276) - WIGY-FM, WFAU-AM, WABK-FM, WTOS-FM, WKCG-FM, WCME-FM. Florence/Muscle Shoals, Alabama (Market Rank #240 of 276) - WLAY-AM, WLAY-FM, WKGL-FM, WVNA-FM, WVNA-AM. Tupelo, Mississippi (Market Rank #178 of 276) - WKMQ-AM, WTUP-AM, WWKZ-FM, WWZD-FM, WESE-FM. Marion-Carbondale, Illinois (Market Rank #213 of 276) - WVZA-FM, WFRX-AM, WTAO-FM, WDDD-AM, WHTE-AM, WDDD-FM, WQUL-FM. Laurel-Hattiesburg, Mississippi (Market Rank #208 of 276) - WEEZ-AM, WJKX-FM, WHER-FM, WUSW-FM, WMFM-FM, WFOR-AM, WNSL-FM.
Cumulus Media Inc. is the parent Company of Cumulus Broadcasting Inc., which along with its other subsidiaries, owns and operates station clusters in mid-size markets. The Company commenced operations May 22, 1997. Cumulus is the second largest U.S. radio operating company based upon the number of stations owned or to be acquired pursuant to pending acquisition agreements. Pro forma for the completion of all pending acquisitions and divestitures, Cumulus Media will own and operate 224 radio stations in 47 mid-size and smaller U.S. media markets. After giving pro forma effect for the pending acquisitions, the Company will own, on average, just under 5 radio stations per market. In addition, the Company owns and operates a multi-market radio network in the English-speaking Caribbean. This news announcement contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Key risks are described in the Company's reports filed with the U.S. Securities and Exchange Commission. Readers should note that these statements may be impacted by several factors including changes in the economic climate and the in the business of radio broadcasting. Accordingly, the Company's actual performance may vary from those stated or implied herein. ###
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