Tag: "shareholder rights plan"
NOW POSTED: New Installment of “The Michael Harrison Wrap: An Overview of the National Conversation.” The vibrant, one-hour weekend special, “The Michael Harrison Wrap,” that looks back each week at the hottest topics discussed in American talk media per the research of TALKERS magazine, is now posted. The new episode titled “Medicine and Politics!” looks back at this past week of May 18-22, 2020 and features guests (in order of appearance): Kevin Casey, executive editor, TALKERS; Dr. Daliah Wachs, physician / talk show host, Genesis Communications Network; Brett Winterble, talk show host, WBT, Charlotte; Richard Neer, talk show host, CBS Sports Radio; Larry Elder, talk show host, Salem Radio Network; and Dr. Renee Kohanski, psychiatrist / commentator, MDedge Psychcast. This acclaimed news/talk radio show airs each week on its flagship, WONK-FM, Washington, DC, Friday evenings at 6:00 pm ET. It also airs throughout the weekend on WRKO, Boston; KSCO, Santa Cruz, CA; KDFD (“Freedom 93.7”), Denver; KFNX, Phoenix; WVLY, Wheeling, WV; WVOX, Westchester, NY; KBDT, Dallas; KQSP, Minneapolis; KBKW, Aberdeen, WA; WGDJ, Albany, NY; WJFN-FM, Richmond, VA; WZFG, Fargo; KTGO, Tioga, ND; WPHM, Port Huron, MI; KSYL, Alexandria, LA; KTOE, Mankato, MN, the Virginia Talk Radio Network, Pioneer Valley Radio in Springfield, MA, Podcast Radio, UK and many more. To listen to this week’s episode, please click here. To view the latest TALKERS magazine topic research, please click here. “The Michael Harrison Wrap” is now available in syndication via Talk Media Network to stations across America on a market exclusive basis. For affiliation information, please click here or call 616-884-8616.
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.
TALKERS News Notes. The Buffalo News reports that John Murphy is leaving his role as co-host of the “One Bills Live” program that airs on Entercom’s sports talk WGR “550 Sports Radio” daily from 12:00 noon to 3:00 pm. Murphy has been co-hosting the program with Steve Tasker. The Buffalo Bills website lists Bills insider Chris Brown and journalist Maddy Glab as Tasker’s co-hosts. Murphy also serves as radio play-by-play voice for the Buffalo Bills and will continue in that role…..UrbanMilwaukee.com columnist Bruce Murphy has a feature piece on Wisconsin progressive radio host and station owner Michael Crute that you can read here. Crute – co-host of the long-running progressive talk radio show “Devil’s Advocate” along with Dominic Salvia – owns progressive talk simulcast WRRD-AM, Waukesha/W269DL, Milwaukee as “Talk 101.7” and operates WTTN-AM, Columbus/W224EG, Madison as “Talk 92.7.” The piece addresses Crute’s decision to drop the “Resistance Radio” brand in Milwaukee of which potential advertisers were leery, as well as his surprise that Wisconsin Democrats have been hostile to his efforts…..ABC Audio’s daily, one-hour radio program “COVID-19: What You Need to Know” is re-launching as “Bringing America Back: What You Need to Know.” ABC says the Aaron Katersky-hosted program “updates the country’s fight against the effects of the COVID-19 pandemic – both medical and economic. We answer your questions about the latest outbreak numbers and treatment developments and look at the cities and towns that are reopening, and what our new normal looks like. ABC’s chief medical correspondent Dr. Jennifer Ashton and other experts respond directly to questions submitted by ABC News listeners and viewers, and our team of correspondents and medical contributors keep you up to date on the latest news related to coronavirus.”
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.
iHeartRadio and Mental Health Coalition Partner for ‘How Are You Really?’ Campaign. During National Mental Health Awareness Month, iHeartRadio is partnering with Kenneth Cole and The Mental Health Coalition to end the stigma surrounding mental health and to change the way people talk about, and care for, mental illness. The initiative addresses the most universally and commonly asked, but rarely answered question, ‘How Are You, Really?’ The campaign challenges people to answer this as honestly as they can and inspire many others to do the same to help destigmatize all mental health conditions. As part of the collaboration, iHeartRadio is airing PSAs voiced by on-air personalities Elvis Duran, Ryan Seacrest, Bobby Bones and Steve Harvey, encouraging listeners to answer how they’re really doing and challenge those in their lives to do the same. In addition, iHeartRadio is hosting and airing a 30-minute public affairs show discussing the effects of COVID-19 on mental health. Interviewees include social activist and iconic fashion designer Kenneth Cole; Dr. Harold S. Koplewicz, president of Child Mind Institute; and Dr. Ken Duckworth, chief medical officer of National Alliance on Mental Illness.
MIW Radio Group Adds Four to Executive Committee. The Mentoring & Inspiring Women in Radio Group adds four new members to the MIW Group executive committee: Angie Balderas, SVP & general manager Entravision; Valerie Blackburn, principal VKB Media Consulting; Tricia Gallenbeck, VP & general manager Reno Media Group; and Beth Neuhoff, CEO and president Neuhoff Media. MIW Group national spokeswoman Denyse Mesnik says, “Seasoned radio pros, these accomplished ladies bring expertise in a variety of areas, years of experience in leadership and well-earned reputations as some of the best in the business. They are perfect additions to the MIW executive committee and, not surprisingly, they’ve already hit the ground running on behalf of the MIWs! We also extend heartfelt thanks to two good friends and long-term MIW colleagues transitioning off of the executive committee, Heidi Raphael, chief communications officer, Beasley Media Group (MIW Spokeswoman from 2008-2014) and Jennifer Williams, VP digital marketing, Beasley Media Group. They leave with our immense gratitude for many years of dedication and service to the MIWs.”
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.
PPM Analysis: Classic Hits/Oldies. TALKERS magazine managing editor Mike Kinosian presents a look at the performances of radio stations based on data from Nielsen Audio’s April 2020 PPM survey, today focusing on the classic hits and oldies formats. See how those stations performed in April compared to March 2020 and in comparison to April of 2019, plus more, here.
Music Radio News and Career Moves. The City of Chicago is partnering with iHeartMedia Chicago hip hop outlet WGCI for two days of virtual entertainment to encourage residents to stay home while still enjoying themselves and experiencing music and culture over the Memorial Day Holiday weekend. Under the Stay at Home order and CDC guidelines prohibiting gatherings of over 10 people, the virtual entertainment will provide Chicagoans with an online opportunity to engage and celebrate the weekend at home. The 107.5 WGCI Stay at Home Weekend starts Saturday with an Instagram Battle between two of Chicago’s own hip hop artists, GHerbo and Lil Durk. Starting at 8:00 pm, these two rappers will go song-for-song for the title of Stay at Home Weekend Rap King. On Sunday the Stay at Home Weekend continues with a virtual comedy tour hosted by 107.5 WGCI’s Leon Rogers. This virtual show will feature comedians, Just Nesh, Dawn B, Lavar Walker, Correy B, and Damon Williams. iHeartMedia Chicago region president Matt Scarano says, “I am honored to have the privilege of partnering with the City of Chicago in its mission of promoting the health and safety of our community during this critical time. As a broadcaster it is our responsibility to engage in continuous collaboration with Mayor Lori Lightfoot and the Chicagoland community.”