Friday, May 22, 2020
Cumulus Media Adopts Short-Term Shareholder Rights Plan. The company follows both Entercom (announced on April 21) and iHeartMedia (announced on May 7) in adopting a shareholder rights plan – also known in the financial world as the “poison pill” – to prevent a takeover of the company without the consent of the board of directors. Cumulus Media states, “In adopting the Rights Plan, the Board has taken note of the unprecedented impact of the COVID-19 pandemic on equity market valuations which has led to substantial volatility in the trading of the Company’s stock and a dislocation in Cumulus’ stock price, which the Board believes does not reflect the Company’s inherent value or business performance. The Rights Plan is intended to promote the fair and equal treatment of all shareholders by preventing a creeping change of control without an appropriate premium and on terms that would not deliver sufficient value for all shareholders. In connection with the adoption of the Rights Plan, the Board declared a dividend distribution of one right (a “Right”) on each outstanding share of Class A common stock, share of Class B common stock, Series 1 warrant and Series 2 warrant. The record date for the dividend distribution is June 1, 2020. Initially, these Rights will not be exercisable and will be attached to the Company’s common shares and warrants, as applicable. The Rights Plan is intended to protect shareholder interests by reducing the likelihood that any entity, person or group is able to gain control of Cumulus through open market accumulation without paying all shareholders an appropriate control premium or providing the Board sufficient opportunity to make informed judgments and take actions that are in the best interests of all shareholders. The Rights issued pursuant to the Rights Plan would be exercisable only if a person or group acquires 10% (20% in the case of a passive institutional investor) or more of the Company’s outstanding Class A common shares (subject to certain exceptions), including through ownership of the convertible Class B common shares and/or warrants. In that situation, each holder of a Right (other than the acquiring person, whose Rights will become void and will not be exercisable) will be entitled to receive upon exercise of such Right that number of Class A common shares, Class B common shares, Series 1 warrants or Series 2 warrants, as applicable, having a market value of two times the exercise price of $25 per Right. In addition, the Rights Plan contains a similar provision if Cumulus is acquired in a merger or other business combination after an unapproved party acquires 10% (20% in the case of a passive institutional investor) or more of the Company’s outstanding Class A common shares, including through ownership of the convertible Class B common shares and/or warrants. The Board, at its option, may exchange each Right (other than Rights owned by the acquiring person that have become void) at an exchange ratio of one Class A common share, Class B common share, Series 1 warrant or Series 2 warrant, as applicable, per outstanding Right, subject to adjustment.” The Rights expire on April 30, 2021.
COVID-19 Statistics & Projections Top News/Talk Story for Week of May 18-22. The number of confirmed COVID-19 cases in the U.S., the death toll, and projections about future cases combined as the most-talked-about story on news/talk radio this week, landing atop the Talkers TenTM. At #2 this week was the state of the health care system and the controversy over the use of hydroxychloroquine to combat COVID-19. Coming in at #3 was a tie between the state of the U.S. economy and the state of education in the country, followed by the presidential race and politics at #4. The Talkers TenTM is a weekly chart of the top stories and people discussed on news/talk radio during the week and is the result of ongoing research from TALKERS magazine. It is published every Friday at Talkers.com. See this week’s complete chart here.
TALKERS Magazine Presents the 2020 100 Most Important Sports Talk Radio Hosts in America. The editors of TALKERS magazine, with input from industry leaders, have compiled and published the eighth annual Heavy Hundred of Sports Talk – The 100 Most Important Sports Talk Radio Hosts in America. This list, like its long-established “sister list” – the long-running annual “Heavy Hundred” that ranks talk radio hosts working in the news/talk and general talk genres – the editors of TALKERS magazine have ranked sports talk hosts, duos, or ensembles from 1 to 100 based upon a set of criteria that includes a combination of hard and soft factors. TALKERS executive editor Kevin Casey says it’s important to note that this year’s Heavy Hundred comes with an important qualifying statement. “The publication of this year’s list was delayed by the coronavirus pandemic and it is crucial to note that it represents a snapshot of the industry as it was shortly after January 1, 2020 and is based on performances and assessments made prior to that point. Although we were prepared to publish the list in March, we delayed publication in order to focus on the pandemic’s effect on the radio industry. As a result of COVID-19, some of the talent on this list have been victims of unexpected staff reductions and furloughs and are not currently on the air. It is our belief that they deserve to be recognized for their accomplishments, nonetheless. TALKERS salutes the fine broadcasters who made the eighth annual list!” See it here.
Great Talk Host Opportunity: WBAL-AM, Baltimore Seeks PM Drive Personality. The Hearst news/talk station says: “Meaningful live and local talk is very healthy at WBAL NewsRadio FM & AM in Baltimore. We have stayed true to our mission for 95 years: a 24/7 local connection and commitment to breaking news and captivating talk. We are also the home of the Baltimore Ravens and Navy Football. This is a rigorous search for a dynamic individual, or team, to host PM drive. Beyond on-air responsibilities, our team is active on social media and in the community. Our presentation aims to be lively, fast, riveting and our hosts understand the pulse of Baltimore, Maryland and the country. We believe you can’t spell ‘Baltimore’ without B-A-L. Your mission is to create a daily PM drive program that transcends all formats as a ‘must listen.’ Be prepared to provide audio samples, but let’s start with your philosophy for local talk in 2020 and your background and life experiences. Your first step is to apply on-line at Hearst Television Careers here. Please know your interest will be held in strict confidence. Check us out at Hearst.com…a dynamic privately held organization with unmatched cable, television, radio, magazines and newspaper platforms.”
Tags: class a common stock, Class B common stock, COVID-19, Cumulus Media, Entercom, iHeartMedia, news/talk radio, poison pill, shareholder rights plan, Talkers Magazine
Category: Front Page News, Industry News