Cumulus Media plan hands control to term loan lenders

Transcription

1 DEBTWIRE BROADCAST Cumulus Media plan hands control to term loan lenders Debtwire journalists and analysts will discuss the challenges facing Cumulus Media in its Chapter 11 restructuring. 4 December 2017

2 AGENDA Opening Remarks: Pat Holohan, Court Reporter Background/History: Hema Oza, Associate Editor First Day Hearing: Taylor Harrison, Court Reporter Financial Analysis: Seth Crystall, Senior Credit Analyst Legal Analysis: Q&A Joshua Friedman, Senior Legal Analyst 2

3 OVERVIEW Filed for Chapter 11 with a plan backed by 69% of term loan lenders Company not using DIP financing Years of weak operating performance 2015 EBITDA dropped more than 20% YoY Lead to leverage profile that exceeded maximum thresholds in revolver agreement Year end cash at USD 32m 3

4 THE COMPANY From 1998 to 2013, completed USD 5bn in acquisitions to grow network and station businesses Largest acquisition: Citadel Broadcasting in 2011 Business operates in two segments Radio: owns and operates 446 stations Radio Network: Westwood One syndicates content and services to 8,000 stations Reaches 245m people weekly through owned-and-operated stations, network affiliates and digital channels Had 5,479 employees as of 31 December

5 THE DESCENT Company struggled to develop management and technology infrastructure to integrate purchased assets Unable to achieve cash flow projections it made to support prices paid for acquisitions General industry pressure Left company with excessive leverage in face of rapidly approaching debt maturities After failed attempt to exchange bonds last year, company initiated restructuring talks with advisors to term loan lenders and senior noteholders Skipped 1 November bond payment on senior notes 5

6 FIRST DAY HEARING Judge approves use of cash collateral over objection from ad hoc group of noteholders, non-consenting term loan lenders Problematic provisions surrounding events of default completely inappropriate. Ad hoc group previews objections to restructuring support agreement Claims plan is based on artificially low enterprise valuation Second day hearing scheduled for 21 December Ad hoc group likely to bring another cash collateral objection UCC formation meeting set for 11 December 6

7 FINANCIAL ANALYSIS: SUMMARY Capital Structure pre- and post-petition Operating Results Cash Flow Review Segment Review 7

8 FINANCIAL INSIGHTS: PRE-PETITION CAPITAL STRUCTURE CAPITAL STRUCTURE (USDm) at 30 September 2017 Coupon Maturity Face Amount LTM Leverage Outstanding at Face USD 200m Revolving Credit Facility L +3.25% 23-Dec-18 - USD 2bn Term Loan L +3.25% 23-Dec-20 1,729 Cumulus Media Secured Debt 1, x USD 610m 7.75% Senior Unsecured Notes 7.750% 01-May Cumulus Media Unsecured Debt x Total Consolidated Debt 2, x Cash 69 Net Debt 2, x Cumulus Media Equity Capitalization 2 Enterprise Value 2, x LTM Adjusted EBITDA 225 At 30 September 2017, Cumulus had USD 2.3bn in total debt outstanding First lien leverage ratio was 7.7x Total leverage was 10.4x; net leverage was 10.1x Cumulus unable to borrow from its revolver since company did not comply with first lien leverage ratio covenant of 4.25x Quarter-end cash was USD 69.4m, after the company repurchased USD 82m in first lien debt using proceeds from its August 2016 sale of real estate in Los Angeles 8

9 FINANCIAL INSIGHTS: PRO FORMA CAPITAL STRUCTURE CAPITAL STRUCTURE (USDm) at 29 November 2017 Coupon Maturity Face Amount Outstanding Adjustments Pro Forma Est Annual Interest (OLD) USD 200m Revolving Credit Facility L+ 3.25% 23-Dec Est. Annual Interest (PF) LTM Leverage(OLD ) USD 2bn Term Loan L+ 3.25% 23-Dec-20 1,729 (1,729) x Accrued and Unpaid Interest (as of 29 November) 6 (6) - LTM Leverage (PF) First Lien Term Loan Exit Facility L+ 4.50% 15-May-22-1,300 1, x Cumulus Media Secured Debt 1,735 (435) 1, x 5.8x USD 610m 7.75% Senior Unsecured Notes 7.750% 01-May (610) - 47 Accrued and Unpaid Interest (as of 29 November) 27 (27) - Cumulus Media Unsecured Debt 637 (637) x Total Consolidated Debt 2,372 (1,072) 1, x 5.8x LTM Adjusted EBITDA 225 LTM Revenue 1,141 First lien TL holders exchange USD 1.729bn for pro rata of USD 1.3bn first lien TL, and 83.5% of equity (subject to dilution from Equity Incentive Plan (10%)) USD 610m senior 7.75% unsecured notes, plus general unsecured claims, receive pro rata of 16.5% equity (subject to dilution from Equity Incentive Plan (10%)) Pro forma first lien leverage ratio of 5.8x versus prior 7.7x, based on LTM adjusted EBITDA of USD 225m Annual interest expense estimated to fall to USD 72m (USD 1.3bn x 5.5%) versus approximately USD 125m currently. 9

10 1 0 FINANCIAL INSIGHTS: OPERATING RESULTS CONSOLIDATED FINANCIAL SUMMARY USDm LTM 1Q15 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 Net Revenue 1,263 1,169 1,141 1, YoY change in revenues 23.1% -7.5% -2.3% -7.2% -8.8% -7.8% -6.2% -0.9% -4.1% -1.1% -3.0% -1.7% 1.2% 0.4% Content Costs (434) (396) (428) (407) (101) (91) (95) (110) (100) (97) (115) (115) (102) (93) (96) SG&A (470) (477) (473) (475) (116) (119) (116) (127) (117) (118) (117) (120) (114) (121) (120) SG&A Margin 37.2% 40.8% 41.4% 41.6% 42.9% 39.6% 39.9% 41.1% 43.7% 41.0% 41.0% 40.2% 43.3% 41.5% 41.7% Depreciation and Amortization (115) (102) (87) (67) (25) (26) (26) (26) (23) (23) (22) (19) (16) (16) (15) Local Marketing Agreement (LMA) Fees (7) (10) (13) (11) (3) (3) (3) (3) (5) (2) (2) (2) (3) (3) (3) Corporate Expenses (76) (73) (40) (38) (13) (12) (34) (13) (13) (11) (10) (6) (11) (10) (10) Gain/(Loss) on Sale of Assets or Stations 1 (3) 96 1 (1) 0 (0) (2) (0) 3 94 (1) 3 (0) 0 Impairment of Intangible Assets & Goodwill 0 (566) (605) (603) 0 0 (566) 0 0 (2) 0 (603) Impairment Charges - Pulsar Media 0 (19) (1) (18) (0) Operating Income (Loss) 162 (479) (409) (458) (567) (569) Adjusted EBITDA Adj. EBITDA Margin 26.1% 22.2% 19.3% 19.7% 16.5% 27.0% 24.4% 20.4% 15.6% 22.0% 20.4% 19.0% 14.6% 23.2% 21.5% LTM Adjusted EBITDA Revenue decline reversed in 2Q17 and 3Q17; LTM revenue flat with 2016 revenue Adjusted EBITDA decline reversed in 2Q17 and 3Q17; LTM adjusted EBITDA higher than 2016 adjusted EBITDA Adjusted EBITDA margin also improved YoY in 2Q17 and 3Q17 HAS CUMULUS TURNED THE CORNER?

11 1 1 FINANCIAL INSIGHTS: CASH FLOW CONSOLIDATED FINANCIAL SUMMARY USDm LTM 1Q15 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 Adjusted EBITDA Adj. EBITDA Margin 26.1% 22.2% 19.3% 19.7% 16.5% 27.0% 24.4% 20.4% 15.6% 22.0% 20.4% 19.0% 14.6% 23.2% 21.5% LTM Adjusted EBITDA Interest Expense, net (146) (142) (139) (138) (35) (35) (36) (36) (34) (34) (35) (35) (34) (34) (35) CAPEX (19) (19) (23) (27) (10) (5) (1) (3) (4) (7) (5) (6) (6) (7) (7) Free Cash Flow (0) (1) Net Cash from Operating Activities (6) 33 (8) (2) 17 Net Cash from Investing Activities (16) (8) 84 (24) (5) (5) (1) 3 (6) (1) 101 (10) 1 (7) (7) Net Cash from Financing Activities (147) (50) (20) (102) (0) 0 0 (50) (20) (0) 0 (82) Cash beginning of the period Net cash change (26) (88) (53) 27 (9) 108 (26) 20 (10) (72) Cash end of the period Free Cash Flow, as defined, increased YoY in 2Q17 and 3Q17 Cumulus has ample cash to operate business, thus no DIP required Capex remains in the mid-usd 20m range Company anticipates receiving USD 75m of gross proceeds from real estate sales in Washington, DC, but appeal filed appears to have pushed the closing back to mid-2018 instead of late 2017

12 FINANCIAL INSIGHTS: SEGMENT BREAKDOWN SEGMENT BREAKDOWN USDm LTM 1Q15 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 Net Revenues Radio Station Group Westwood One Corporate and Other Consolidated Net Revenue 1,263 1,169 1,141 1, Adjusted EBITDA Radio Station Group Westwood One Corporate and Other (30) (35) (35) (36) (9) (9) (9) (9) (10) (9) (10) (7) (9) (9) (10) Adjusted EBITDA Net revenue for radio station group was USD 202.9m, a decrease of 1.6% vs. USD 206.2m in 3Q16. Excluding political advertising, which benefited 3Q16 results, net sales would have fallen 1.2%. According to Miller Kaplan, in the markets in which Cumulus operates, advertising revenue was lower by 3.2%, indicating Cumulus outperformed its competition. Westwood One s net revenues of USD 83.8m, increased of 5.5% YoY vs. USD 79.4m in 3Q16. The 2016 Olympics held in Brazil negatively impacted comparative results for 3Q17. 3Q17 adjusted EBITDA was USD 61.8m, an increase of 40.7% YoY vs. USD 43.9m for 3Q16. Normalizing for the impact from a music licensing fee, 3Q16 adjusted EBITDA would have increased by USD 14.4m to USD 58.3m, bringing the YoY increase to only 6% YoY. Adjusted EBITDA for the radio station group was USD 54.7m, falling 2.8% YoY, versus USD 56.2m in 3Q16. Westwood One s adjusted EBITDA for 3Q17 was USD 17.1m, higher by 36% YoY compared to USD 11.7m for 3Q16 (adjusted for the USD 14.4m charge in 3Q16). 12

13 FINANCIAL INSIGHTS: VALUATION CUMULUS MEDIA TRADING MULTIPLES For Period Ending 31-Dec Dec Dec Dec Dec Nov-17 TEV/LTM Total Revenue Avg. 5.4x 3.2x 3.4x 2.4x 2.1x 2.0x High 10.7x 3.9x 4.0x 2.9x 2.2x 2.0x Low 2.8x 2.9x 2.7x 2.1x 2.0x 2.0x TEV/NTM Total Revenue Avg. 2.9x 3.1x 2.9x 2.4x 2.1x 2.0x High 3.0x 3.5x 3.5x 2.8x 2.2x 2.0x Low 2.7x 2.9x 2.5x 2.1x 2.0x 2.0x TEV/LTM EBITDA Avg. 16.4x 9.7x 12.4x 11.2x 10.8x 11.0x High 31.8x 12.1x 13.9x 12.7x 11.5x 11.3x Low 7.7x 7.9x 11.1x 10.4x 10.4x 10.1x TEV/NTM EBITDA Avg. 7.6x 8.9x 9.4x 9.5x 10.1x 10.2x High 8.0x 10.4x 10.6x 10.7x 10.8x 12.1x Low 6.9x 7.5x 8.5x 8.3x 8.6x 9.5x Source: Standard & Poor's CapIQ TEV/Revenue multiple suggests 2x is low-end TEV/LTM EBITDA multiple suggests range of 8x-11x TEV/NTM EBITDA multiple suggests range of 7x-11x Net TEV/LTM TEV/NTM TEV/LTM TEV/NTM PEER GROUP COMPS Leverage REVENUE REVENUE EBITDA EBITDA Entercom Communications Corp. (NYSE: ETM) 3.7x 2.2x 2.1x 7.4x 6.1x iheartmedia, Inc. (OTCPK: IHRT) 13.9x 3.3x 3.3x 14.0x na Sirius XM Holdings Inc. (NasdaqGS: SIRI) 3.5x 6.0x 5.7x 16.7x 14.4x Urban One, Inc. (NasdaqCM: UONE.K) 8.2x 2.3x na 8.9x na Cumulus Media Inc. (OTCPK:CMLS) 10.1x 2.0x 2.0x 10.1x 9.7x Source: Standard and Poor's CapIQ Entercom/CBS Radio merger announced in February 2017 at approx. 2.4x LTM revenue and 8.1x EBITDA 13

14 LEGAL ANALYSIS: RSA/PLAN Supported by 69% of TLB lenders and Crestview/Dickeys Lenders: mixed debt and equity recovery Debt: USD 1.3bn of new term loan Equity: 83.5% of reorganized company Contemplates alternate treatment mechanism for CLOs TLB lenders will select 6 of 7 new board members Unsecured Notes: receive 16.5% of reorganized equity Equity cancellation getting wiped out MIP: 10%, incentive plan tied to USD 236m of EBITDA for 2018 Key Milestones 14

15 LEGAL ANALYSIS: Confirmation Valuation Battle Brewing RSA binds company to deal (section 5), but contains limited fiduciary out (section 14 of RSA) Cumulus shall not join in or support any alternative plan or transaction other than the Chapter 11 Plan Nothing shall require the Company to take any action, or to refrain from taking any action, if doing so would be inconsistent with its fiduciary obligations under applicable law Unsecured Value Creation Confirmation valuation battle (fulcrum dispute) Push for alternative plan structure Different equity split b/w lenders and bondholders; reinstatement Lien investigation/challenge Control UCC 15

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