Las Vegas - Feb 17, 2011 - Citadel Broadcasting has entered into an agreement providing for exclusive negotiations for a potential merger with Cumulus Media. Cumulus is the second largest radio broadcaster in the United States based on station count, controlling 347 radio stations in 67 US media markets. Citadel owns 165 FM stations and 58 AM stations and Citadel Media (formerly ABC Radio Networks).

Under the terms of its non-binding proposal, Cumulus would pay $37.00, in a combination of cash and Cumulus stock, for each Citadel share and warrant. As part of the Cumulus proposal, Cumulus has indicated that Crestview Partners and Macquarie Capital are expected to provide up to $500 million in equity financing. Cumulus expects to obtain the remainder of the cash necessary to fund the transaction through debt financing to be led by UBS Investment Bank, together with Macquarie Capital.

If the acquisition goes through, Cumulus would own 570 radio stations across approximately 120 US markets.

The word circulating is that Citadel was also in discussions to sell the stations to Entercom.