Cumulus Announces Modified Dutch Auction to Purchase Class A Common Stock
Cumulus Media Inc reveals in a filing with the Securities Exchange Commission that it is commencing a “modified Dutch auction” tender offer to purchase up to $10 million of shares of its Class A common stock, or such lesser number of shares of its Class A common stock as are properly tendered and not properly withdrawn, at a price not greater than $3.25 and not less than $2.85 per share of Class A common stock, to the tendering shareholder in cash, less any applicable withholding taxes and without interest (the “Offer”). The
Offer will expire at Midnight, New York City time, at the end of the day, on June 9, 2023 (the “Expiration Date”), unless extended or earlier terminated by Cumulus. The “modified Dutch auction” allows shareholders to select the price, within a price range specified by Cumulus, and the number of shares they are willing to sell at that price (or, should a higher price be determined as the “purchase price,” such higher price). The Offer is being made under Cumulus’s previously announced $50 million share repurchase program. The purchase price will be the lowest price per share (in increments of $0.05) of not greater than $3.25 and not less than $2.85 per share, at which shares have been properly tendered and not properly withdrawn, that will enable Cumulus to purchase the maximum number of shares having an aggregate purchase price not exceeding $10 million (or, if the Offer is not fully subscribed, all shares properly tendered and not properly withdrawn). Promptly after the Expiration Date, Cumulus will, on the terms and subject to the conditions described in the offer to purchase, determine the single per-share purchase price that Cumulus will pay, subject to proration and conditional tender provisions, for shares properly tendered at or below the purchase price in the Offer and not properly withdrawn, and accepted for payment, taking into account the number of shares tendered pursuant to the Offer and the prices specified, or deemed specified, by the tendering shareholders.
with its independent registered public accounting firm, re-evaluated the Company’s accounting for the valuation of its investment interest in MGM National Harbor (the “MGM Interest”), which the Company sold for cash proceeds of approximately $136.8 million on April 21, 2023. After further review of the Company’s accounting for its MGM Interest, it was determined that adjustments are required to the Company’s financial statements as of January 1, 2021 and for each of the annual and interim periods ended December 31, 2021 and September 30, 2022 (the “Affected Periods”), due to understatements in the value of the MGM Interest… The Company’s management concluded that in light of the error described above, a material weakness exists in the Company’s internal control over financial reporting for the Affected Periods. The Company’s remediation plan with respect to such material weakness will be described in more detail in the 2022 Form 10-K. 
A reverse stock split reduces the number of shares that each shareholder owns but increases the value of each remaining share. Audacy says, “We are seeking shareholder approval for the authority to effectuate the reverse stock split as a means of increasing the share price of our Class A Common Stock to be at or above $1.00 per share in order to attempt to avoid delisting by the NYSE. We expect that the reverse stock split will increase the closing price per share of our Class A Common Stock to be above the $1.00 per share minimum price for the required number of days, thereby satisfying this listing requirement. However, there can be no assurance that the reverse stock split will have that effect, initially or in the future, or that it will enable us to maintain the listing of our Class A Common Stock on the NYSE. We are not aware of any present efforts by anyone to accumulate our Class A Common Stock, and the proposed reverse stock split is not intended to be an anti-takeover device.” Audacy was put on notice last August 1 that it was not in compliance with the minimum average closing price of $1.00 per share and faces delisting. 
for cash and it should get $145.5 million at the time of settlement. At the same time, Urban One is notifying the SEC that is unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 before the March 16 deadline. The company says it expects to file the report within the 15-day extension period. Urban One adds, “The company noted it expects its auditor will issue an unqualified opinion on the consolidated financial statements. The company has identified material weaknesses in the company’s internal control over financial reporting and as a result, expects some of its internal controls over financial reporting and disclosure controls will be ineffective as of December 31, 2022. The Annual Report on Form 10-K for the year ended December 31, 2022 will describe these material weaknesses, and the company is implementing plans to remediate them.”
Securities Exchange Commission. For the company as a whole, LiveOne reports Q3 Fiscal 2023 revenue of $27.3 million – a decrease of 17% from the same period in Fiscal 2022. However, the company has reduced its net loss for the quarter from $11.8 million in Fiscal 2022 to $3.2 million. Its Audio Division that includes PodcastOne and Slacker produced record revenue of $22 million in Q3 Fiscal 2023 compared to $19.1 million in the same period in the 
prior year. LiveOne’s CEO and chairman Robert Ellin comments, “Over the past year, we have been laser focused on optimizing and streamlining our operations, led by our audio business, which includes Slacker Radio and PodcastOne. The combination of improving Contribution Margins, coupled with over $30 million in annual expense and overhead reduction, is resulting in record operating results. We are excited about the continued strong growth of paid memberships coming largely through B-to-B partnerships, including our nine-year relationship with Tesla. We expect our strong operating performance to continue for the foreseeable future led by our Audio Division and for it to collectively achieve revenue in excess of $88 million in Fiscal 2023 and generate more than $18 million in Adjusted EBITDA.”