Cumulus Media Enters Material Definitive Agreement

TL;DR

CMLS signed a big deal, check the filings for details.

AI Summary

Cumulus Media Inc. entered into a material definitive agreement on May 2, 2024, related to financial obligations. The company, incorporated in Delaware, filed this 8-K report on May 3, 2024, detailing the event. Specific details of the agreement and its financial implications are not fully disclosed in the provided text.

Why It Matters

This filing indicates a significant new financial commitment or arrangement for Cumulus Media, which could impact its financial health and future operations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and financial obligation, suggesting potential risks associated with the terms and execution of this agreement.

Key Players & Entities

• CUMULUS MEDIA INC (company) — Registrant
• May 2, 2024 (date) — Date of earliest event reported
• May 3, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $325.7 million — Offer") pursuant to which approximately $325.7 million aggregate principal amount of the Issue
• $308.8 million — bout the Settlement Date, approximately $308.8 million aggregate principal amount of the New N
• $20.5 million — and related transactions, approximately $20.5 million of Old Notes remain outstanding and are
• $328.3 million — oans") agreed to exchange approximately $328.3 million of Old Term Loans, or approximately 99.
• $311.8 million — or about the Issue Date, approximately $311.8 million aggregate principal amount of the New T
• $1.2 million — and related transactions, approximately $1.2 million of Old Term Loans will remain outstandi
• $125.0 million — ments under the ABL Credit Agreement to $125.0 million. Except as modified by the Sixth Amendm

Filing Documents

• tm2413312d1_8k.htm (8-K) — 53KB
• tm2413312d1_ex4-1.htm (EX-4.1) — 878KB
• tm2413312d1_ex4-3.htm (EX-4.3) — 30KB
• tm2413312d1_ex10-1.htm (EX-10.1) — 1913KB
• tm2413312d1_ex10-4.htm (EX-10.4) — 1481KB
• tm2413312d1_ex99-1.htm (EX-99.1) — 12KB
• tm2413312d1_ex99-1img001.jpg (GRAPHIC) — 43KB
• 0001104659-24-056549.txt ( ) — 5567KB
• cmls-20240502.xsd (EX-101.SCH) — 3KB
• cmls-20240502_def.xml (EX-101.DEF) — 26KB
• cmls-20240502_lab.xml (EX-101.LAB) — 36KB
• cmls-20240502_pre.xml (EX-101.PRE) — 25KB
• tm2413312d1_8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. New Notes Indenture and New Notes Exchange Offer On May 2, 2024 (the "Issue Date"), Cumulus Media New Holdings Inc. (the "Issuer"), a wholly-owned subsidiary of Cumulus Media Inc. (the "Company"), consummated its previously announced exchange offer (the "Exchange Offer") pursuant to which approximately $325.7 million aggregate principal amount of the Issuer's 6.750% Senior Secured First-Lien Notes due 2026 (the "Old Notes") were tendered for new 8.000% Senior Secured First-Lien Notes due 2029 (the "New Notes") issued by the Issuer. Following the expiration of the Exchange Offer and Term Loan Exchange Offer (as defined below), approximately 96.8% of the aggregate principal amount of outstanding Old Notes and Old Term Loans (as defined below) on a combined basis, were tendered for exchange of New Notes and New Term Loans (as defined below), respectively. The New Notes were issued pursuant to private placement exemptions under the Securities Act of 1933, as amended (the "Securities Act"). The New Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws. Issuance of the New Notes The terms of the New Notes are governed by an indenture (the "New Notes Indenture"), dated as of May 2, 2024, between the Issuer, the Guarantors (as defined therein) and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the "New Notes Trustee"). On or about the Settlement Date, approximately $308.8 million aggregate principal amount of the New Notes are expected to be issued as a result of the settlement of the Exchange Offer and related transactions, including amounts payable under the previously announced Transacti

03 Creation of a Direct Financial Obligation or an Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

01 Other Events

Item 8.01 Other Events. On May 2, 2024, the Company issued a press release announcing the expiration and final results of the Exchange Offer. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Number Description 4.1 Indenture dated as of May 2, 2024, among the Issuer, the Guarantors (as defined therein) and U.S. Bank Trust Company, National Association, as trustee. 4.2 Form of 8.000% Senior Secured First-Lien Notes due 2029 (included as Exhibit A to Exhibit 4.1 hereto). 4.3 First Supplemental Indenture, dated as of May 2, 2024, between the Issuer and U.S. Bank Trust Company, National Association, as trustee. 10.1 Term Loan Exchange Agreement, dated as of May 2, 2024, by and among Cumulus Media Intermediate Inc., the Issuer, certain subsidiaries of the Issuer, certain lenders, and Bank of America, N.A., as Administrative Agent 10.2 Credit Agreement, dated as of May 2, 2024, by and among Cumulus Media Intermediate Inc., the Issuer, certain subsidiaries of the Issuer, certain lenders, and Bank of America, N.A., as Administrative Agent (included as Exhibit B to Exhibit 10.1 hereto). 10.3 Conformed copy of Amended Credit Agreement, reflecting amendments to that certain Credit Agreement, dated as of September 26, 2019, entered into by and among Cumulus Media Intermediate Inc., Cumulus Media New Holdings Inc., each of the restricted subsidiaries of Cumulus Media New Holdings Inc. signatory thereto, and Bank of America, N.A., as administrative agent (included as Exhibit A to Exhibit 10.1 hereto). 10.4 Sixth Amendment to the ABL Credit Agreement, dated as of May 2, 2024, entered into by and among Cumulus Media Intermediate Inc., Cumulus Media New Holdings Inc., each of the restricted subsidiaries of Cumulus Media New Holdings Inc. signatory thereto, Fifth Third Bank, National Association, as the administrative agent for the lenders and collateral agent for the secured parties, and the other lenders from time to time party thereto 99.1 Press Release of Cumulus Media Inc., dated May 2, 2024, related to Company's Announcement of Expiration and Final Results of Exchange Offer and

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CUMULUS MEDIA INC. By: /s/ Francisco J. Lopez-Balboa Name: Francisco J. Lopez-Balboa Title: Executive Vice President, Chief Financial Officer Date: May 2, 2024

View Full Filing

View this 8-K filing on SEC EDGAR