Dial Global, Inc. Closes Recapitalization Transactions

Apr 16, 2013, 17:05 ET from Dial Global, Inc.

NEW YORK, April 16, 2013 /PRNewswire/ -- Dial Global, Inc. (OTC Pink: DIAL) (the "Company") announced today that the Company, its lenders and certain of its stockholders closed on the Company's previously announced (March 4, 2013) recapitalization of the Company's existing credit facilities, other obligations and equity interests.

As part of the recapitalization, the Company entered into an Amended and Restated Credit Agreement, by and among the Company, General Electric Capital Corporation, as administrative agent and collateral agent, and the lenders party thereto (the "First Lien Credit Agreement"), which, after taking into account a $15 million paydown, consists of a term loan of $136 million and revolving credit commitments of approximately $23 million, $18 million of which is drawn.  The maturity date under the First Lien Credit Agreement is October 21, 2016. 

The Company also entered into a Priority Second Lien Credit Agreement among the Company, Cortland Capital Market Services, LLC, as administrative agent and collateral agent, Blackrock Kelso Capital Corporation, as syndication agent and as the lender party thereto, for an additional $31.5 million term loan facility, with a maturity date of July 21, 2017.  The Company issued to Blackrock penny warrants to purchase 7.5% of the Company's common stock. 

The lenders ("2L lenders") under the Company's Second Lien Credit Agreement, dated as of October 21, 2011 (the "Second Lien Credit Agreement") restructured their existing approximately $93 million in second lien obligations by amending and restating the Second Lien Credit Agreement to provide for a $30 million term loan with a maturity date of April 16, 2018 and exchanging approximately $63 million in remaining obligations under the prior Second Lien Credit Agreement for a new Series A preferred stock of the Company.  The Company issued the 2L lenders penny warrants to purchase 12.0% of the Company's common stock and 12.0% of the outstanding shares of Series B preferred stock, Series C preferred stock and Series D preferred stock.  The warrants and Series B preferred stock, Series C preferred stock and Series D preferred stock held by the 2L lenders will be subject to forfeit, in whole or in part, if the Company retires all or a portion of the $30 million second lien term loan and the Series A preferred stock held by such 2L lenders prior to certain specified dates.  As part of these agreements, these holders of preferred stock and warrants were granted certain corporate governance rights, including the right to elect three directors to the Company's new eight-person Board of Directors.  The three newly-elected directors are Brian Pope, Marshall Merriman and Ethan Underwood.

Under various subscription and exchange agreements between the Company and the holders of the Company's previously outstanding PIK Notes and Series A Preferred Stock, such holders exchanged their PIK Notes and Series A Preferred Stock for a new Series C and Series D preferred stock and purchased $16.5 million of a new Series B preferred stock.  The terms of the Company's new preferred stock are included in the Company's Fifth Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State earlier today.

About Dial Global, Inc.
Dial Global (OTC Pink: DIAL) is the largest independent national audio media company in the U.S., delivering compelling, engaging, and fully-integrated audio content to over 8,500+ radio stations and digital media companies. Dial Global's powerful portfolio of iconic media, sports and entertainment brands, combined with some of the most recognized live events in the world, provide strong and unique brand engagement to over 225 million consumers each week. For more information, visit www.dialglobal.com.

Note to Investors
This press release may contain certain forward-looking statements based on our current expectations, forecasts and assumptions that involve risks and uncertainties. This release does not constitute an offer to sell or a solicitation of offers to buy any securities of the Company. Forward-looking statements in this release are based on information available to us as of the date hereof. Our actual results may differ materially from those stated or implied in such forward-looking statements, due to risks and uncertainties associated with our business, which include the risk factors disclosed in our Form 10-K filed on April 1, 2013.  Forward-looking statements include statements regarding our expectations, beliefs, intentions or strategies regarding the future and can be identified by forward-looking words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "should," and "would" or similar words. We assume no obligation to update the information included in this press release, whether as a result of new information, future events or otherwise.

SOURCE Dial Global, Inc.