e424b3
Filed
pursuant to Rule 424(b)(3)
Registration No. 333-176294
PROSPECTUS
CUMULUS MEDIA INC.
Up to 28,801,841 Shares of
Class A Common Stock,
Class B Common Stock and
Warrants to Purchase Common Stock
This prospectus relates to the resale from time to time of up to
28,801,841 shares of Class A common stock, par value
$0.01 per share, and warrants to purchase shares of Class A
common stock, by the selling securityholders named in this
prospectus. These shares of Class A common stock are shares
that the selling securityholders purchased in a private
placement and include shares of Class A common stock
issuable pursuant to warrants issued to the selling
securityholders in the private placement. This prospectus also
relates to the resale from time to time of shares of the
Companys Class B common stock, par value $0.01 per
share, that, pursuant to the terms and conditions of the
agreement governing the warrants (the Warrant
Agreement), the Company has the right to issue, upon
exercise of the warrants, in lieu of an equal number of shares
of Class A common stock, and warrants to purchase shares of
Class B common stock that, pursuant to the Warrant
Agreement, upon request of a holder and at its discretion, the
Company has the right to exchange for warrants to purchase an
equivalent number of shares of Class A common stock.
The shares of our common stock and warrants covered by this
prospectus are being registered to permit the selling
securityholders to sell such securities from time to time in the
public market. The selling securityholders may sell such
securities directly to other investors or to or through
underwriters, dealers or agents in ordinary brokerage
transactions, privately negotiated transactions or otherwise as
described under Plan of Distribution. We are not
selling any securities under this prospectus and will not
receive any of the proceeds from the sale of any of the
securities by the selling securityholders. We will, however,
receive the net proceeds of the exercise price for any warrants
exercised for cash. We will pay all costs, fees and expenses
incurred in connection with the registration of the securities
covered by this prospectus. The selling securityholders will pay
all costs, fees and expenses incurred in connection with sales
of the securities covered by this prospectus, including, among
other things, sales commissions, brokerage fees and related
expenses.
Our Class A common stock is traded on the NASDAQ Global
Select Market under the symbol CMLS. On
September 23, 2011, the closing price was $2.76 per share.
Neither our Class B common stock nor warrants are currently
listed or traded on any national securities exchange.
Investing in our securities
involves risks. You should carefully consider the risks under
the caption Risk Factors beginning on page 3 of
this prospectus and the documents incorporated by reference in
this prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is September 23, 2011.
TABLE OF
CONTENTS
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You should rely only on the information contained or
incorporated by reference into this prospectus. We have not
authorized anyone to provide you with different information. You
must not rely upon any unauthorized information or
representation. The common stock to be sold under this
prospectus is not being offered in any jurisdiction where the
offer or sale is not permitted or in any jurisdiction in which
an offer or solicitation is not authorized or in which the
person making such offer or solicitation is not qualified to do
so or to anyone to whom it is unlawful to make an offer or
solicitation. You should not assume that the information
contained in this prospectus is accurate as of any date other
than the date on the front cover of the prospectus or that the
information contained in any document incorporated by reference
is accurate as of any date other than the date of the document
incorporated by reference.
ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement on
Form S-3
that we have filed with the Securities and Exchange Commission,
or SEC, using a shelf registration process. Under this shelf
registration process, the selling securityholders may sell from
time to time up to 28,801,841 shares of our Class A
common stock, warrants to purchase shares of Class A common
stock or, in the event we exercise our right to issue, upon
exercise of a warrant, shares of our Class B common stock,
then such shares of Class B common stock, in one or more
offerings. In addition, in the event that, pursuant to the terms
and conditions of the Warrant Agreement, we exchange warrants to
purchase an equivalent number of shares of Class B common
stock for warrants to purchase shares of Class A common
stock, then the selling securityholders may sell such warrants
to purchase shares of Class B common stock. You should rely
only on the information contained in this prospectus and any
applicable prospectus supplement, including the information
incorporated by reference. We have not, and the selling
securityholders have not, authorized anyone to provide you with
additional or different information. If anyone provides you with
additional, different or inconsistent information, you should
not rely on it. You should assume that the information contained
in this prospectus or any prospectus supplement, as well as
information contained in a document that we have previously
filed or in the future will file with the SEC and incorporate by
reference into this prospectus or any prospectus supplement, is
accurate only as of the date on the front cover of this
prospectus, the applicable prospectus supplement or the document
containing the information, as the case may be.
References in this prospectus to the terms we,
us, Cumulus Media, our
company or other similar terms mean Cumulus Media Inc.,
including our consolidated subsidiaries, unless we state
otherwise or the context indicates otherwise. References in this
prospectus to CMP mean Cumulus Media Partners, LLC,
which became a wholly-owned subsidiary of ours on August 1,
2011 in a transaction that we refer to as the CMP Acquisition.
References in this prospectus to Citadel mean
Citadel Broadcasting Corporation, which became a wholly-owned
subsidiary of ours on September 16, 2011, in a transaction
that we refer to as the Citadel Acquisition.
FORWARD-LOOKING
STATEMENTS
This prospectus contains and incorporates by reference
forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, which we refer
to as the Securities Act, and Section 21E of the Securities
Exchange Act of 1934, which we refer to as the Exchange Act. For
purposes of federal and state securities laws, forward-looking
statements are all statements other than those of historical
fact and are typically identified by the words
believes, expects,
anticipates, continues,
intends, likely, may,
plans, potential, should,
will, and similar expressions, whether in the
negative or the affirmative. These statements include statements
regarding the intent, belief or current expectations of Cumulus
Media and its directors and officers with respect to, among
other things, future events, their respective financial results
and financial trends expected to impact Cumulus Media.
Forward-looking statements may be subject to the safe
harbor provisions of the Private Securities Litigation
Reform Act of 1995 and other federal securities laws. Such
forward-looking statements are and will be, as the case may be,
subject to change and subject to many risks, uncertainties and
factors relating to Cumulus Medias operations and business
environment, which may cause the actual results of Cumulus Media
to be materially different from any future results, expressed or
implied, by such forward-looking statements. Factors that could
cause actual results to differ materially from these
forward-looking statements include, but are not limited to, the
following:
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the possibility that unexpected challenges may arise in
successfully integrating the businesses of Cumulus Media, CMP
and Citadel;
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the possibility that we may be unable to achieve cost-saving
synergies or achieve them within the expected time periods;
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the possibility that we may be unable to achieve certain
expected revenue results, including as a result of unexpected
factors or events;
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the possibility that the industry may be subject to future
regulatory or legislative actions;
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the ability to maintain contracts and leases that are critical
to our operations;
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the ability to attract, motivate
and/or
retain key executives and associates;
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the ability to execute our business plan and strategy;
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general economic or business conditions affecting the radio
broadcasting industry being less favorable than expected,
including the impact of decreased spending by advertisers;
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increased competition in the radio broadcasting industry;
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the impact of current or pending legislation and regulations,
antitrust considerations, and pending or future litigation or
claims;
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general economic and business conditions;
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changes in government regulations;
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changes in policies or actions or in regulatory bodies;
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changes in uncertain tax positions and tax rates;
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changes in the financial markets;
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changes in capital expenditure requirements;
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changes in market conditions that could impair our goodwill or
intangible assets;
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changes in interest rates; and
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other risks and uncertainties.
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Cumulus Media cautions you not to place undue reliance on any
forward-looking statements, which speak only as of the date of
this prospectus in the case of forward-looking statements
contained in this prospectus, or the dates of the documents
incorporated by reference in this prospectus in the case of
forward-looking statements made in those incorporated documents.
Except as may be required by law, Cumulus Media does not have
any obligation to update or alter any forward-looking
statements, whether as a result of new information, future
events or otherwise.
Cumulus Media expressly qualifies in their entirety all
forward-looking statements attributable to Cumulus Media or any
person acting on its behalf by the cautionary statements
contained or referred to in this section.
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PROSPECTUS
SUMMARY
This summary highlights information contained elsewhere in
this prospectus or incorporated by reference into this
prospectus. This summary is not complete and does not contain
all the information that may be important to you and that you
should consider before investing in our common stock. You should
read the entire prospectus carefully, including the section
titled Risk Factors as well as the other data and
documents incorporated herein by reference.
Our
Business
With the completion of the CMP Acquisition and the Citadel
Acquisition, we believe we are the largest pure-play radio
broadcaster in the United States based on number of stations and
revenue, and we own or operate more than 570 radio stations
(including under local marketing agreements, which we refer to
as LMAs) in 120 United States media markets and a nationwide
radio network serving over 4000 stations. Under LMAs, we
currently provide sales and marketing services for eight radio
stations in the United States in exchange for a management or
consulting fee. In addition to entering into LMAs, we have in
the past, and expect that we will from time to time in the
future enter into management or consulting agreements that
provide us with the ability, as contractually specified, to
assist current owners in the management of radio station assets
that Cumulus Media has contracted to purchase, subject to
Federal Communications Commission, which we refer to as FCC,
approval. In such arrangements, Cumulus Media generally receives
a contractually specified management fee or consulting fee in
exchange for the services provided.
On a pro forma basis as adjusted to reflect the CMP Acquisition
and the Citadel Acquisition, as of June 30, 2011, we would
have had net revenues of approximately $1.181 billion and
$554.3 million for the year ended December 31, 2010
and the six months ended June 30, 2011, respectively.
Cumulus Media is a Delaware corporation, organized in 2002, and
successor by merger to an Illinois corporation with the same
name that had been organized in 1997.
Recently
Completed Transactions
We have recently completed several transactions that have
significantly expended our broadcasting operations. These
include:
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the CMP Acquisition, pursuant to which, on August 1, 2011,
we acquired the 75% equity interests of CMP that we did not
already own. CMP owns 32 radio stations in nine markets,
including San Francisco, Dallas, Houston, Atlanta,
Cincinnati, Indianapolis and Kansas City. We had operated
CMPs business pursuant to a management agreement since CMP
commenced its operations in 2006;
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the Citadel Acquisition, pursuant to which, on
September 16, 2011, we acquired Citadel for an aggregate
purchase price of approximately $2.4 billion, consisting of
approximately $1.418 billion in cash and the issuance of
23,419,745 shares of Class A common stock and warrants to
purchase 47,728,737 shares of Class A common stock, and the
assumption of outstanding debt, which was refinanced as part of
the Global Refinancing (as defined below);
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an equity investment, which we refer to as the Equity
Investment, pursuant to which an affiliate of Crestview Partners
II, L.P., which we refer to as Crestview, an affiliate of
Macquarie Capital (USA) Inc., which we refer to as Macquarie,
and UBS Securities LLC, which we refer to as UBS Securities and
who we together refer to as the Investors, as well as certain
others to whom UBS Securities syndicated a portion of its
investment commitment, invested $475.0 million in our
equity securities, the proceeds of which were used to pay a part
of the cash portion of the purchase price in the Citadel
Acquisition; and
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the financing transaction necessary to complete the Citadel
Acquisition, which we refer to as the Global Refinancing,
pursuant to which we refinanced an aggregate of
$1.4 billion (as of June 30, 2011, and after giving
effect to our issuance in May 2011 of $610.0 million of
7.75% Senior Notes due 2019, which we refer to as the 2019
Notes, and the use of proceeds therefrom, which we refer to as
the 2019
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Notes Offering) in outstanding senior and subordinated
indebtedness of each of (i) us (other than the 2019 Notes),
(ii) CMP Susquehanna Corporation, an indirect wholly-owned
subsidiary of CMP, and (iii) Citadel, as well as preferred
stock of CMP Susquehanna Radio Holdings Corp., an indirect
wholly-owned subsidiary of CMP, having an aggregate redemption
value of approximately $40.0 million (as of June 30,
2011), all pursuant to $2.415 billion in senior secured
term and revolving credit facility financing entered into
concurrently with the closing of the Citadel Acquisition and the
Equity Investment (the Acquisition Credit Facility).
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Selling
Securityholders
Under the terms and conditions of the agreement governing the
Equity Investment, which we refer to as the Investment
Agreement, Crestview purchased 51,843,318 shares of our
Class A common stock, Macquarie purchased
$125.0 million of a newly created class of perpetual,
redeemable non-convertible preferred stock, and UBS Securities
and certain other entities that were purchasers under the terms
of the Investment Agreement collectively purchased
4,749,539 shares of our Class A common stock and
warrants to purchase 24,052,302 shares of our Class A
common stock. Such warrants are immediately exercisable by
U.S. persons, subject to the Communications Act of 1934, as
amended, which we refer to as the Communications Act, and FCC
rules and policies, at an exercise price of $0.01 per share, for
shares of our Class A common stock. Pursuant to the terms
and conditions of the Warrant Agreement, we have the right to
issue, upon exercise of warrants, shares of Class B common
stock in lieu of an equal number of shares of Class A
common stock and, upon request of a holder and at our
discretion, we have the right to exchange warrants to purchase
an equivalent number of shares of Class B common stock for
warrants to purchase Class A common stock.
We are registering the securities covered by this prospectus to
satisfy our registration obligations under the Investment
Agreement and a related registration rights agreement. All of
the securities offered and sold by this prospectus are being
offered and sold by the selling securityholders. We are not
offering or selling any securities under this prospectus and
will not receive any of the proceeds from any sale of the
securities by the selling securityholders. We will, however,
receive the net proceeds of the exercise price of any warrants
that are exercised for cash.
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RISK
FACTORS
An investment in our securities involves a high degree of risk.
Before making any investment decision, you should carefully
consider the risk factors set forth in our periodic reports
filed with the SEC and incorporated by reference in this
prospectus, and any risk factors that may be contained in any
applicable prospectus supplement. You should also refer to the
other information in this prospectus and any applicable
prospectus supplement, including our financial statements and
the related notes incorporated by reference into this
prospectus. Additional risks and uncertainties that are not yet
identified may also materially harm our business, operating
results and financial condition and could result in a complete
loss of your investment.
USE OF
PROCEEDS
We will not receive any proceeds from any sale of the securities
covered by this prospectus by the selling securityholders.
Proceeds from the sale of the securities covered by this
prospectus will be solely for the accounts of the selling
securityholders. We will, however, receive the net proceeds of
the exercise price of any warrants exercised for cash. We will
pay all costs, fees and expenses incurred in connection with the
registration of the securities covered by this prospectus. The
selling securityholders will pay all costs, fees and expenses
incurred in connection with sales of the securities covered by
this prospectus, including, among other things, sales
commissions, brokerage fees and related expenses.
DESCRIPTION
OF CAPITAL STOCK
The following description of our capital stock is a
summary and is qualified in its entirety by reference to our
third amended and restated certificate of incorporation and our
amended and restated bylaws, which are filed as exhibits to the
registration statement of which this prospectus is a part.
Copies of the third amended and restated certificate of
incorporation and our amended and restated bylaws may be
obtained as described under the heading Where You Can Find
More Information in this prospectus.
Authorized
Capital Stock
We are authorized to issue 1,450,644,871 shares divided
into four classes consisting of:
(i) 750,000,000 shares designated as Class A
common stock, par value $.01 per share;
(ii) 600,000,000 shares designated as Class B
common stock, par value $.01 per share;
(iii) 644,871 shares designated as Class C common
stock, par value $.01 per share; and
(iv) 100,000,000 shares of preferred stock, par value
$.01 per share, of which 2,000,000 have been designated as
Series A preferred stock.
Common
Stock
General
Except with respect to voting and conversion rights, shares of
Class A common stock, Class B common stock and
Class C common stock are identical in all respects.
Voting
Holders of shares of our Class A common stock are entitled
to one vote per share; except as provided by law or as provided
below, holders of our Class B common stock are not entitled
to vote except as described below; and holders of shares of our
Class C common stock are entitled to ten votes per share.
All actions submitted to a vote of Cumulus Media stockholders
are voted on by holders of our Class A common stock and our
Class C common stock, voting together as a single class.
Holders of Class B common stock and Class C common
stock are each entitled to a separate class vote on any
amendment or modification of any specific rights or obligations
of the holders of Class B common stock or Class C
common stock, respectively, that does not similarly affect the
rights or obligations of the holders of Class A common
stock.
Dividends
After payment of the preferential amounts to which the holders
of any shares ranking prior to the common stock are entitled,
the holders of shares of Class A common stock, Class B
common stock (and warrants to purchase such shares) and
Class C common stock share equally on a per share basis (in
the case of
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holders of warrants, based upon their ownership of Class A
common stock or Class B common stock, as the case may be,
underlying their warrants on an as-exercised basis) in dividends
as may be declared by our board of directors from time to time.
In the case of dividends or other distributions payable on
Class A common stock, Class B common stock,
Class C common stock or, to the extent required by the
respective warrant agreements pursuant to which warrants will be
issued in the Citadel Acquisition or under the Investment
Agreement, to the holders of such warrants in shares of such
stock (or, in the case of the warrants, in shares of stock
underlying the warrants), including distributions pursuant to
stock splits or dividends, the holders of Class A common
stock, Class B common stock, Class C common stock and
the warrants will share equally on a per share basis and only
Class A common stock will be distributed with respect to
Class A common stock, only Class B common stock will
be distributed with respect to Class B common stock and
only Class A common stock will be distributed with respect
to Class C common stock. In no event will any of the
Class A common stock, Class B common stock or
Class C common stock be split, divided or combined unless
each other class is proportionately split, divided or combined.
In addition, no distribution will be made to holders of warrants
or common stock if (i) the Communications Act or FCC rules
and policies prohibit such distribution to the holders of
warrants or (ii) our FCC counsel opines that such
distribution is reasonably likely to cause (a) Cumulus
Media to violate the Communications Act or FCC rules or policies
or (b) any such holder of warrants would then be deemed to
hold an attributable interest in Cumulus Media under FCC rules
and policies.
Conversion
and Transfer
Class B common stock and Class C common stock are
convertible at any time, or from time to time, at the option of
the holder without cost to such holder (except any transfer
taxes that may be payable if certificates are to be issued in a
name other than that in which the certificate surrendered is
registered), into Class A common stock on a
share-for-share
basis. In addition, if a holder of Class B common stock or
Class C common stock transfers such shares to any
transferee, in the case of Class B common stock, concurrent
with such transfer each transferred share of Class B common
stock will automatically convert into one share of Class A
common stock, and, in the case of Class C common stock, if
the transferee is not an affiliate or related party of Lewis W.
Dickey, Jr., the chairman, president and CEO of Cumulus
Media (referred to as the principal), concurrent with such
transfer each transferred share of Class C common stock
will automatically convert into one share of Class A common
stock. Further, upon the death of the principal or the
disability of the principal which results in the termination of
the principals employment with Cumulus Media, each share
of Class C common stock held by the deceased or disabled
principal will automatically be converted into one share of
Class A common stock. Notwithstanding the foregoing,
Cumulus Media is not required to convert (including in
connection with a transfer) any share of Class B common
stock or Class C common stock if Cumulus Media reasonably
and in good faith determines that such conversion would result
in a violation of the Communications Act, the
Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, or the rules or
regulations promulgated under each such act.
As a condition to any proposed transfer or conversion, the
person who intends to hold the transferred or converted shares
must provide Cumulus Media with any information it reasonably
requests to enable it to ensure compliance with applicable law.
To the extent necessary to comply with the Communications Act
and FCC rules and policies, our board of directors may
(i) take any action it believes necessary to prohibit the
ownership or voting of more than 25% of Cumulus Medias
outstanding capital stock by or for the account of aliens or
their representatives or by a foreign government or
representative thereof or by any entity organized under the laws
of a foreign country (collectively, Aliens), or by
any other entity (a) that is subject to or deemed to be
subject to control by Aliens on a de jure or de facto basis or
(b) owned by, or held for the benefit of Aliens in a manner
that would cause Cumulus Media to be in violation of the
Communications Act or FCC rules and policies; (ii) prohibit
any transfer of Cumulus Media stock which Cumulus Media believes
could cause more than 25% of Cumulus Medias outstanding
capital stock to be owned or voted by or for any person or
entity identified in the foregoing clause (i);
(iii) prohibit the ownership, voting or transfer of any
portion of its outstanding capital stock to the extent the
ownership, voting or transfer of such portion would cause
Cumulus Media to violate or would otherwise result in violation
of any provision of the Communications Act or FCC rules and
policies;
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and (iv) redeem capital stock to the extent necessary to
bring Cumulus Media into compliance with the Communications Act
or FCC rules and policies or to prevent the loss or impairment
of any of Cumulus Medias FCC authorizations.
Our third amended and restated certificate of incorporation
provides that all shares of common stock will bear a legend
regarding restrictions on transfer and ownership.
Preemptive
Rights
Class A common stock, Class B common stock and
Class C common stock do not carry any preemptive rights
enabling a holder to acquire unissued shares of Cumulus Media or
securities of Cumulus Media convertible into or carrying a right
to subscribe to or acquire shares. Our board of directors
possesses the power to issue shares of authorized but unissued
Class A common stock without further stockholder action.
Liquidation,
Dissolution or Winding Up
In the event of any liquidation, dissolution or winding up of
Cumulus Media, whether voluntarily or involuntarily, after
payment or provision for payment of Cumulus Medias debts
and other liabilities and the preferential amounts to which the
holders of any stock ranking prior to the Class A common
stock, the Class B common stock and the Class C common
stock in the distribution of assets shall be entitled upon
liquidation, the holders of the Class A common stock, the
Class B common stock and the Class C common stock
shall be entitled to share pro rata in Cumulus Medias
remaining assets in proportion to the respective number of
shares of common stock held by each holder compared to the
aggregate number of shares of Cumulus Media common stock
outstanding.
Preferred
Stock
Authorized shares of preferred stock may be issued from time to
time by our board of directors, without stockholder approval, in
one or more series. Subject to the provisions of our third
amended and restated certificate of incorporation and the
limitations prescribed by Delaware law, our board of directors
is expressly authorized to adopt resolutions to issue the
authorized shares of preferred stock, to fix the number of
shares and to change the number of shares constituting any
series, and to provide for or change the voting powers,
designations, preferences and relative, participating, optional
or other special rights, qualifications, limitations or
restrictions thereof, including dividend rights (including
whether dividends are cumulative), dividend rates, terms of
redemption (including sinking fund provisions), redemption
prices, conversion rights and liquidation preferences of the
shares constituting any class or series of preferred stock, in
each case without any further action or vote by the stockholders.
Pursuant to the Investment Agreement, Cumulus Media created and
issued $125.0 million in initial liquidation value of
shares designated as Series A preferred stock, par value
$0.01 per share (the Series A preferred stock).
Series A preferred stock was issuable solely to Macquarie
at the closing of the Equity Investment, and no such shares are
issuable thereafter, except for such shares as may be issued as
dividends in lieu of any cash dividends. Such Series A
preferred stock has a perpetual term, has a liquidation value
equal to the amount invested therein plus accrued but unpaid
dividends, and has dividend rights as described in more detail
below. Series A preferred stock generally does not have
voting rights, except with respect to any amendment to our third
amended and restated certificate of incorporation that would
adversely affect the rights, privileges or preferences of such
preferred stock or the creation of a class or series of shares
senior to, or pari passu with, the Series A preferred stock
as to dividends or upon liquidation.
Dividends on Series A preferred stock are in preference and
prior to any dividends payable on any class of common stock and,
in the event of any liquidation, dissolution or winding up,
holders of Series A preferred stock are entitled to the
liquidation value thereof prior to, and in preference of,
payment of any amounts to holders of any class of Cumulus Media
common stock.
One of the effects of undesignated preferred stock may be to
enable our board of directors to render more difficult or to
discourage an attempt to obtain control of Cumulus Media by
means of a tender offer, proxy contest, merger or otherwise, and
thereby to protect the continuity of Cumulus Media management.
The issuance of shares of the preferred stock pursuant to the
board of directors authority described above may adversely
affect the rights of the holders of our common stock. For
example, preferred stock may rank prior to the common stock
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as to dividend rights, liquidation preference or both, may have
full or limited voting rights and may be convertible into shares
of common stock. Accordingly, the issuance of shares of
preferred stock may discourage bids for our common stock at a
premium or may otherwise adversely affect the market price of
our common stock.
Warrants
Pursuant to the Merger Agreement, Cumulus Media issued warrants
to purchase 47,728,737 shares of its common stock to holders of
Citadel common stock and warrants. The warrants entitle holders
to purchase, on a
one-for-one
basis, shares of Cumulus Media Class A common stock. Such
warrants are exercisable at any time prior to June 3, 2030
at an exercise price of $0.01 per share of Cumulus Media common
stock. The exercise price of such warrants is not subject to any
anti-dilution protection, other than standard adjustments in the
case of stock splits, dividends and the like.
Pursuant to the Investment Agreement, Cumulus Media issued
warrants to purchase 24,052,302 shares of its Class A
common stock to UBS Securities and certain other entities. These
warrants have the same terms as the warrants to purchase
Class A common stock issued to Citadel security holders
pursuant to the Merger Agreement.
Pursuant to the terms and conditions of the Warrant Agreement,
upon the request of a holder of warrants, we have the right to
issue to that holder, upon exercise of such warrants, shares of
Class B common stock in lieu of an equal number of shares
of Class A common stock and, upon request of a holder and
at our discretion, we have the right to exchange warrants to
purchase an equivalent number of shares of Class B common stock
for warrants to purchase shares of Class A common stock. The
Warrant Agreement also provides that holders of warrants issued
pursuant to the Merger Agreement or the Investment Agreement
will share in any distributions on the Companys common
stock on an as exercised basis.
Also pursuant to the Investment Agreement, but pursuant to a
separate warrant agreement, Cumulus Media issued to Crestview
warrants to purchase, at an exercise price of $4.34 per share,
7,776,498 shares of Cumulus Media Class A common
stock. The warrants issued to Crestview are exercisable until
the tenth anniversary of closing of the Equity Investment, and
the exercise price of $4.34 per share is subject to standard
weighted average adjustments in the event Cumulus Media
subsequently issues additional shares of common stock or common
stock derivatives for less than the fair market value per share
as of the date of such issuance or sale. In addition, the number
of shares of Class A common stock issuable upon exercise of
such warrants, and the exercise price of such warrants, are
subject to adjustment in the case of stock splits, dividends and
the like.
Stockholders
Agreement
In connection with the Equity Investment, we entered into a
stockholders agreement, which we refer to as the Stockholders
Agreement, with the Investors and certain other stockholders.
The Stockholders Agreement provides, among other things, that
the size of our board of directors will be set at seven members.
The two vacancies on our board of directors created thereby were
filled by Arthur J. Reimers and Jeff Marcus, each of whom
was designated by Crestview, with Mr. Marcus appointed as the
lead director of our board of directors. Under this agreement,
Crestview has the right to designate two individuals for
nomination to our board of directors, and each of certain other
stockholders has the right to designate one individual for
nomination to our board of directors. This agreement provides
that the other two positions on the Board will be filled by
Cumulus Medias remaining two directors, both of whom are
independent, or their successors, who shall meet applicable
independence criteria. The Stockholders Agreement also provides
that, for so long as Crestview is the largest stockholder of
Cumulus Media, it will have the right to have one of its
designees, who shall meet the definition of an independent
director and who is elected to the board of directors and is
selected by it, appointed as the lead director of
the board of directors. Further, the parties to the Stockholders
Agreement (other than Cumulus Media) have agreed to support such
directors (or others as may be designated by the relevant
stockholders) as nominees to be presented to Cumulus
Medias stockholders for approval at subsequent stockholder
meetings for the term set out in the Stockholders Agreement.
Each stockholder partys respective director nomination
rights generally survive for so long as it continues to own a
specified percentage of Cumulus Media stock, subject to certain
exceptions.
6
Subject to certain exceptions, the Stockholders Agreement
provides that, until the seventh anniversary of the closing of
the Equity Investment, any Cumulus Media stockholder party to
such agreement who, together with its controlled affiliates,
beneficially owns 15% or more of Cumulus Medias
outstanding common stock, which we refer to as a Significant
Stockholder, may not, directly or indirectly, acquire, agree to
acquire or make a proposal to acquire beneficial ownership of
any additional equity securities of Cumulus Media not owned by
them immediately following the closing of the Equity Investment.
The Stockholders Agreement also generally provides that, until
the seventh anniversary of the closing of the Equity Investment,
no Significant Stockholder will, or will permit any of its
affiliates to, engage in any transaction or series of
transactions that would constitute a going-private transaction
of Cumulus Media, subject to certain exceptions. The
Stockholders Agreement also provides that, subject to certain
exceptions, no Significant Stockholder will transfer its Cumulus
Media stock or warrants to a person or group that is, to the
Significant Stockholders knowledge, a specified competitor
of Cumulus Media or that, following such transfer, would
beneficently own greater than 10% of Cumulus Medias common
stock. The Stockholders Agreement contains significant
restrictions on the transferability of Cumulus Media securities
held by Crestview for a period of eighteen months following the
closing of the Equity Investment, subject to certain exceptions.
In addition, pursuant to and during the term of the Stockholders
Agreement, Crestview is restricted from exercising the warrants
issued to it pursuant to the Investment Agreement or buying
shares of Cumulus Medias common stock if such exercise or
purchase would cause Crestview to beneficially own more than
64,804,148 shares of Cumulus Medias common stock.
In connection with entering into the Stockholders Agreement, all
of the pre-existing stockholders agreements among the parties to
the Stockholders Agreement, or to which Cumulus Media was a
party, were terminated.
Certain
Statutory and Other Provisions
There are provisions of the General Corporation Law of the State
of Delaware, which we refer to as the DGCL, our third amended
and restated certificate of incorporation, our amended and
restated bylaws, and the Stockholders Agreement, that may be
deemed to have an anti-takeover effect and may discourage, delay
or prevent a tender offer or takeover attempt that a stockholder
might consider in its best interest, including those attempts
that might result in a premium over the market price for the
shares held by Cumulus Media stockholders.
The DGCL prohibits a publicly held Delaware corporation from
engaging in a business combination with an
interested stockholder for a period of three years
after the date of the transaction in which the person became an
interested stockholder, unless the business combination is
approved in a prescribed manner. A business
combination includes mergers, asset sales and other
transactions resulting in a financial benefit to the interested
stockholder. Subject to certain exceptions, an interested
stockholder is a person who, together with affiliates and
associates, owns, or within three years did own, 15% or more of
the corporations voting stock.
The DGCL provides that special meetings of stockholders may be
called by the board of directors or such other persons as may be
designated by the certificate of incorporation or the bylaws.
Our third amended and restated certificate of incorporation
contains a provision that allows a special meeting of
stockholders to only be called by (i) the Chairman of the
Cumulus Media board of directors, (ii) the Chief Executive
Officer of Cumulus Media, or (iii) by the Cumulus Media
board of directors, upon demand of the holders of Cumulus Media
shares representing at least 25% of all the votes entitled to be
cast on any issue to be considered at the special meeting, in
accordance with the procedures set forth in our amended and
restated bylaws. In addition, our third amended and restated
certificate of incorporation prohibits stockholder action by
written consent.
Transfer
Agent and Registrar
Computershare Trust Company, N.A. is the transfer agent and
registrar for the common stock. Computershare is also the
warrant agent pursuant to the Warrant Agreement.
7
SELLING
SECURITYHOLDERS
The following table sets forth certain information with respect
to each selling securityholder as of September 16, 2011.
As described above, the selling securityholders acquired the
securities covered by this prospectus in a private placement
pursuant to the terms and conditions of the Investment
Agreement. We are registering the securities covered by this
prospectus to satisfy our registration obligation in connection
with the private placement.
We do not know when or in what amounts the selling
securityholders may offer securities for sale. We currently have
no agreements, arrangements or understandings with the selling
securityholders regarding the sale by the selling
securityholders of any of the securities covered by this
prospectus. The selling securityholders may sell any or all of
the securities offered by this prospectus. Accordingly, for
purposes of the following table, we have assumed that, after
completion of this offering, none of the securities covered by
this prospectus will be held by the selling securityholders.
Beneficial ownership is determined in accordance with the rules
of the SEC, and generally includes voting or investment power
with respect to securities. Unless otherwise indicated below, to
our knowledge, all persons named in the table have sole voting
and investment power with respect to the securities below (to
the extent such securities contain voting rights). The inclusion
of any securities in this table does not constitute an admission
of beneficial ownership for the person named below.
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Number of Securities
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Number of Securities
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Securities Owned After this Offering
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Owned Prior
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that May Be Offered
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Percent
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Name of Selling Securityholder
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Class
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to this Offering
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by this Prospectus
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Number
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of Class(1)
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Ares Management LLC(2)
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Class A common stock
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3,256,592
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2,445,392
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811,200
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*
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Class B common stock
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Warrants to purchase
Class A common stock
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15,609,772
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9,075,345
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6,534,427
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7.4
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%
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Warrants to purchase
Class B common stock
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BHR Master Fund, Ltd.(3)
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Class A common stock
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Class B common stock
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Warrants to purchase
Class A common stock
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2,481,525
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1,566,819
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914,706
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*
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Warrants to purchase
Class B common stock
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BHR OC Master Fund,
Ltd.(3)
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Class A common stock
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Class B common stock
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Warrants to purchase
Class A common stock
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1,108,231
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737,327
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370,904
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*
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Warrants to purchase
Class B common stock
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8
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Number of Securities
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Number of Securities
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Securities Owned After this Offering
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Owned Prior
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that May Be Offered
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Percent
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Name of Selling Securityholder
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Class
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to this Offering
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by this Prospectus
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Number
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of Class(1)
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Global Undervalued Securities Master Fund, LP(4)
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Class A common stock
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4,227,747
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2,304,147
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1,923,600
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1.6
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%
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Class B common stock
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Warrants to purchase
Class A common stock
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Warrants to purchase
Class B common stock
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UBS Securities LLC(5)
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Class A common stock
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1,768,343
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1,768,343
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1.5
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%
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Class B common stock
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Warrants to purchase
Class A common stock
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12,720,202
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12,672,811
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47,391
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*
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Warrants to purchase
Class B common stock
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(1) |
Percentage ownership is based on outstanding securities of the
applicable class as of September 16, 2011.
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(2) |
Includes 728,465 shares of Class A common stock and
warrants to purchase 6,534,427 shares of Class A
common stock held by funds (collectively, Ares
Funds) managed, directly or indirectly through various
wholly owned subsidiaries, by Ares Management LLC (Ares
Management) that were held prior to or received in
connection with the Citadel Acquisition. Also includes shares of
Class A common stock and warrants to purchase Class A
common stock purchased pursuant to the Investment Agreement and
held by the following funds managed, directly or indirectly
through various wholly owned subsidiaries, by Ares Management:
2,764,977 warrants to purchase Class A common stock held by
Ares Enhanced Credit Opportunities Fund Ltd., 691,244
warrants to purchase Class A common stock held by Ares
Strategic Investment Partners Ltd., 1,817,281 warrants to
purchase Class A common stock held by Ares Special
Situations
Fund I-B,
L.P., 3,801,843 warrants to purchase Class A common stock
held by Ares Special Situations Fund III, L.P.,
460,830 shares of Class A common stock held by Ares
Strategic Investment Partners III, L.P. and
1,984,562 shares of Class A common stock held by Ares
Special Situations Fund, L.P. Includes 82,735 shares of
Class A common stock issuable to certain Ares Funds upon
the exercise of warrants that were issued on June 29, 2009
in connection with the Companys amendment of its prior
credit agreement. Such warrants expire on June 29, 2019 and
have an exercise price of $1.17 per share. Ares Management is
indirectly controlled by Ares Partners Management Company LLC
(APMC and, together with Ares Management and the
Ares Funds, the Ares Entities), which, in turn, is
managed by an executive committee comprised of Michael
Arougheti, David Kaplan, Gregory Margolies, Antony Ressler and
Bennett Rosenthal. Because the executive committee acts by
consensus/majority approval, none of the members of the
executive committee has sole voting or dispositive power with
respect to the shares of Class A common stock or warrants
to purchase Class A common stock held by the Ares Funds.
Each of the members of the executive committee and each of the
Ares Entities and the officers, partners, members and managers
of the Ares Entities expressly disclaims beneficial ownership of
such shares of Class A common stock and warrants to
purchase Class A common stock, except, with respect to each
Ares Fund, the shares of Class A common stock and warrants
to purchase Class A common stock held directly by such Ares
Fund. Each Ares Fund expressly disclaims any pecuniary interest
in any shares of Class A common stock or warrants to
purchase Class A common stock owned by another Ares Fund.
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(3)
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Michael N. Thompson, as the portfolio manager of each of BHR
Master Fund Ltd. (BHR) and BHR OC Master Fund Ltd.
(BHR OC), has sole voting and dispositive power over
the shares held by BHR and BHR OC.
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(4)
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The Global Undervalued Securities Fund, L.P. (the Domestic
Fund), Global Undervalued Securities Fund (QP), L.P. (the
Domestic QP Fund and together with the Domestic
Fund, the Domestic Funds) and Global Undervalued
Securities Fund, Ltd. (the Cayman Fund and together
with the Domestic Funds, the
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9
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Feeder Funds) serve as the general partners of the
Global Undervalued Securities Master Fund, L.P. (the
Master Fund). Kleinheinz Capital Partners, Inc.
(Kleinheinz) acts as investment adviser to the
Feeder Funders and the Master Fund, and Kleinheinz Capital
Partners LDC (LDC) serves as general partner of the
Domestic Funds. John B. Kleinheinz is the president of both
Kleinheinz and LDC, and, as a result, has sole voting and
dispositive power over the shares held of record by Master Fund.
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(5) |
UBS Securities LLC and certain of its affiliates have the
ability to exercise voting and investment power over the
securities.
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None of the selling securityholders has held any position or
office with us or any of our predecessors or affiliates within
the past three years.
PLAN OF
DISTRIBUTION
We are registering shares of our Class A common stock,
Class B common stock and warrants to purchase common stock
to provide the selling securityholders with freely tradable
securities. The selling securityholders, which as used herein
includes donees, pledgees, transferees or other
successors-in-interest
selling securities or interests therein received after the date
of this prospectus from a selling securityholder as a gift,
pledge, partnership distribution or other transfer, may, from
time to time, sell, transfer or otherwise dispose of any or all
of their securities or interests therein on any stock exchange,
automated interdealer quotation system, market or trading
facility on which such securities are traded, in the
over-the-counter
market, or in private transactions. These dispositions may be at
fixed prices that may be changed, at market prices prevailing at
the time of sale, at prices related to prevailing market prices,
at varying prices determined at the time of sale or at prices
otherwise negotiated. The selling securityholders will act
independently of us in making decisions with respect to the
timing, manner and size of each sale. The selling
securityholders may sell the securities using one or more, or a
combination of the following methods:
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on the NASDAQ Global Select Market (or any other exchange or
automated quotation system on which the securities may be
listed),
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in the
over-the-counter
market,
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ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers,
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block trades in which the broker-dealer will attempt to sell the
securities as agent, but may position and resell a portion of
the block as principal to facilitate the transaction,
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purchases by a broker-dealer as principal and resale by the
broker or dealer for its account,
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an exchange distribution in accordance with the rules of the
applicable exchange,
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privately negotiated transactions,
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short sales or transactions to cover short sales relating to the
securities,
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through the writing or settlement of options or other hedging
transactions, whether through an options exchange or otherwise,
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through one or more underwritten offerings on a firm commitment
or best efforts basis,
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broker-dealers may agree with the selling securityholders to
sell a specified number of such securities at a stipulated price
per security,
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the pledge of securities as security for any loan or obligation,
including pledges to brokers or dealers who may from time to
time effect distributions of the securities or other interests
in the securities,
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through distribution by a selling securityholder or its
successor in interest to its members, general or limited
partners or shareholders (or their respective members, general
or limited partners or shareholders),
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distributions to creditors and equity holders of the selling
securityholders,
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a combination of any such methods of sale, and
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any other method permitted pursuant to applicable law.
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10
In addition, any securities that qualify for sale pursuant to
Rule 144 promulgated under the Securities Act may be sold
under Rule 144 rather than pursuant to this prospectus. The
selling securityholders may, from time to time, pledge or grant
a security interest in some or all of the securities owned by
them and, if they default in the performance of their secured
obligations, the pledgees or secured parties may offer and sell
the securities, from time to time, under this prospectus, or
under a supplement to this prospectus under Rule 424(b) or
under any applicable provision of the Securities Act amending
the list of selling securityholders to include the pledgee,
transferee or other
successors-in-interest
as selling securityholders under this prospectus. The selling
securityholders also may transfer the securities in other
circumstances, in which case the transferees, pledgees or other
successors in interest will be the selling beneficial owners for
purposes of this prospectus. To the extent required, this
prospectus may be amended or supplemented from time to time to
describe a specific plan of distribution.
In connection with distributions of the securities, the selling
securityholders may enter into hedging transactions with
broker-dealers or other financial institutions, which
institutions may, in turn, engage in short sales of such
securities in the course of hedging the positions they assume
with the selling securityholders. The selling securityholders
may also sell the securities short and redeliver these
securities to close out the selling securityholders short
positions, or loan or pledge securities to broker-dealers that
may in turn sell these securities. The selling securityholders
may also enter into option or other transactions with
broker-dealers or other financial institutions or the creation
of one or more derivative securities which require the delivery
to such broker-dealer or other financial institution of the
securities offered by this prospectus, which securities such
broker-dealer or other financial institution may resell pursuant
to this prospectus (as supplemented or amended to reflect such
transaction).
The aggregate proceeds to the selling securityholders from the
sale of the securities offered by them will be the purchase
price of the securities less discounts or commissions, if any.
Each of the selling securityholders reserves the right to accept
and, together with their agents from time to time, to reject, in
whole or in part, any proposed purchase of securities to be made
directly or through agents. The selling securityholders may
engage brokers and dealers, and any brokers or dealers may
arrange for other brokers or dealers to participate in effecting
sales of the securities. These brokers, dealers or underwriters
may act as principals, or as an agent of a selling
securityholder. Broker-dealers may agree with a selling
securityholder to sell a specified number of the securities at a
stipulated price per security. If the broker-dealer is unable to
sell securities acting as agent for a selling securityholder, it
may purchase as principal any unsold securities at the
stipulated price. Broker-dealers who acquire securities as
principals may thereafter resell the securities from time to
time in transactions in any stock exchange or automated
interdealer quotation system on which the securities are then
listed, at prices and on terms then prevailing at the time of
sale, at prices related to the then-current market price or in
negotiated transactions. Broker-dealers may use block
transactions and sales to and through broker-dealers, including
transactions of the nature described above. To the extent
required under the Securities Act, the aggregate amount of
selling securityholders securities being offered and the
terms of the offering, the names of any agents, brokers, dealers
or underwriters and any applicable commission with respect to a
particular offer will be set forth in an accompanying prospectus
supplement.
Any underwriters, dealers, brokers or agents participating in
the distribution of the securities may receive compensation in
the form of underwriting discounts, concessions, commissions or
fees from a selling securityholder
and/or
purchasers of selling securityholders securities, for whom
they may act (which compensation as to a particular
broker-dealer might be in excess of customary commissions). The
selling securityholders and any underwriters, broker-dealers or
agents that participate in the sale of the securities or
interests therein may be underwriters within the
meaning of Section 2(11) of the Securities Act. Any
discounts, commissions, concessions or profit they earn on any
resale of the securities may be underwriting discounts and
commissions under the Securities Act. Selling securityholders
who are underwriters within the meaning of
Section 2(11) of the Securities Act will be subject to the
prospectus delivery requirements of the Securities Act. The
selling securityholders may indemnify any broker-dealer that
participates in transactions involving the sale of the
securities against certain liabilities, including liabilities
arising under the Securities Act. In order to comply with the
securities laws of some states, if applicable, the securities
may be sold in these jurisdictions only through registered or
licensed brokers or dealers. In addition, in some states the
securities may not be sold unless they have been registered or
qualified for sale or an exemption from registration or
qualification requirements is available and is complied with.
11
We have advised the selling securityholders that the
anti-manipulation rules of Regulation M under the Exchange
Act may apply to sales of the securities in the market and to
the activities of the selling securityholders. These rules may
limit the timing of purchases and sales of the securities by
such selling securityholders. We will make copies of this
prospectus (as it may be supplemented or amended from time to
time) available to the selling securityholders for the purpose
of satisfying the prospectus delivery requirements of the
Securities Act.
We will not receive any proceeds from the sale of shares of our
securities by the selling securityholders. We will, however,
receive the net proceeds of any warrants exercised for cash. We
will pay all costs, fees and expenses incurred in connection
with the registration of the securities covered by this
prospectus. The selling securityholders will pay all costs, fees
and expenses incurred in connection with sales of the securities
covered by this prospectus, including, among other things, sales
commissions, brokerage fees and related expenses.
WHERE YOU
CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements
and other information with the SEC. You may read and copy any
reports, statements and other information filed by us at the
SECs Public Reference Room at 100 F Street,
N.E., Washington, D.C. 20549. Please call
(800) SEC-0330 for further information on the Public
Reference Room. The SEC maintains a website that contains
reports, proxy and information statements and other information
regarding issuers, including those filed by us, at
http://www.sec.gov.
You may also access the SEC filings and obtain other information
about us through the website we maintain at
http://www.cumulus.com.
The information contained in our website is not part of this
prospectus and is not incorporated by reference into this
prospectus.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to incorporate by reference into
this prospectus the information in documents we file with it,
which means that we can disclose important information to you by
referring you to those documents. The information incorporated
by reference is considered to be a part of this prospectus, and
information that we file later with the SEC will automatically
update and supersede this information. Any statement contained
in any document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement
contained in or omitted from this prospectus or any accompanying
prospectus supplement, or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of
this prospectus. We incorporate by reference the documents
listed below and any future filings we make with the SEC under
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act
until the offering is completed (other than any information
furnished pursuant to Item 2.02 or Item 7.01 of any
Current Report on
Form 8-K
unless we specifically state in such Current Report that such
information is to be considered filed under the
Exchange Act):
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Our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2010 (as amended by
the Annual Report on
Form 10-K/A
filed on May 2, 2011);
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Our Quarterly Reports on
Form 10-Q
for the quarters ended March 31, 2011 and June 30,
2011;
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Our Current Reports on
Form 8-K
filed on February 2, 2011, February 18, 2011,
March 3, 2011, March 10, 2011, April 25, 2011,
May 16, 2011, August 4, 2011 (as amended by the
Form 8-K/A
filed on August 12, 2011), August 16, 2011,
August 25, 2011, September 2, 2011, September 12,
2011, September 13, 2011, September 15, 2011 (both
Current Reports on Form 8-K filed on that day) and
September 22, 2011;
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The description of the Cumulus Media common stock contained in
the Registration Statement on
Form 8-A,
as amended, filed by Cumulus Media pursuant to Section 12
of the Exchange Act, and any amendment or report filed for the
purpose of updating such description.
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You may request a copy of these filings free of charge by
writing or telephoning us at:
Cumulus Media Inc.
3280 Peachtree Road, N.W.
Suite 2300
Atlanta, Georgia 30305
Attention: Investor Relations
Telephone Number:
(404) 949-0700
www.cumulus.com
We have filed with the SEC a registration statement on
Form S-3
under the Securities Act covering the securities to be offered
and sold by this prospectus and any applicable prospectus
supplement. This prospectus does not contain all of the
information included in the registration statement, some of
which is contained in exhibits to the registration statement.
The registration statement, including the exhibits, can be read
at the SEC website or at the SEC offices referred to above. Any
statement made in this prospectus or any prospectus supplement
concerning the contents of any contract, agreement or other
document is only a summary of the actual contract, agreement or
other document. If we have filed any contract, document,
agreement or other document as an exhibit to the registration
statement, you should read the exhibit for a more complete
understanding of the document or matter involved. Each statement
regarding a contract, agreement or other document is qualified
in its entirety by reference to the actual document.
LEGAL
MATTERS
Jones Day will pass upon the validity of the securities offered
by this prospectus.
EXPERTS
Cumulus
Media
The financial statements and managements assessment of the
effectiveness of internal control over financial reporting
(which is included in Managements Report on Internal
Control over Financial Reporting) incorporated in this
prospectus by reference to the Cumulus Media Inc. Annual Report
on
Form 10-K
for the year ended December 31, 2010 have been so
incorporated in reliance on the report of PricewaterhouseCoopers
LLP, an independent registered public accounting firm, given on
the authority of said firm as experts in auditing and accounting.
CMP
The financial statements as of December 31, 2010 and 2009,
and for each of the three years in the period ended
December 31, 2010 incorporated in this prospectus by
reference to the Cumulus Media Inc. Current Report on
Form 8-K/A
dated August 12, 2011 have been so incorporated in reliance
on the report of PricewaterhouseCoopers LLP, an independent
registered public accounting firm, given on the authority of
said firm as experts in auditing and accounting.
Citadel
The consolidated financial statements of Citadel as of
December 31, 2010 (Successor) and 2009 (Predecessor), and
the related consolidated statements of operations,
stockholders equity, and cash flows for the period from
June 1, 2010 to December 31, 2010 (Successor), the
period from January 1, 2010 to May 31, 2010
(Predecessor) and each of the two years in the period ended
December 31, 2009 (Predecessor), incorporated in this
prospectus by reference from Citadels Annual Report on
Form 10-K
have been audited by Deloitte & Touche LLP, an
independent registered public accounting firm, as stated in
their report, which is incorporated herein by reference. Such
financial statements have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in
accounting and auditing.
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