Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 27, 2024

____________________________

Cumulus Media Inc.

(Exact name of registrant as specified in its charter)

____________________________

Delaware

001-38108

82-5134717

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS employer
Identification No.)

780 Johnson Ferry Road NE, Suite 500

Atlanta

30342

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code

(404)

949-0700

n/a

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock	CMLS	Nasdaq Global Market
Class A common stock purchase rights	N/A	Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 - Other Events.

On February 27, 2024, Cumulus Media Inc. (the "Company") issued a press release announcing that its subsidiary, Cumulus Media New Holdings Inc. (the “Issuer”), has commenced an offer to exchange (the "Exchange Offer") any and all of the Issuer’s outstanding 6.750% Senior Secured First-Lien Notes due 2026 (the "Old Notes") for new 8.750% Senior Secured First-Lien Notes due 2029 ("New Notes") to be issued by the Issuer. Holders who validly tender and do not validly withdraw their Old Notes prior to 5:00 p.m. New York City Time, on March 11, 2024 (the "Early Tender Time") will be eligible to receive $800.00 principal amount of New Notes, per $1,000 principal amount of Old Notes tendered, which includes an early tender premium of $30.00 in principal amount of New Notes per $1,000 principal amount of Old Notes tendered (the "Early Tender Premium"). Holders who validly tender and do not validly withdraw their Old Notes after the Early Tender Time and at or prior to the Expiration Time (as defined in the press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 8.01.) will not be eligible to receive the Early Tender Premium and will only be eligible to receive $770.00 principal amount of New Notes. The Issuer will pay accrued and unpaid interest to, but excluding, the settlement date, which is as soon as practicable after the Expiration Time, in cash, to holders of Old Notes accepted for exchange pursuant to the Exchange Offer.

Concurrently with the Exchange Offer, the Issuer is soliciting consents (the "Consent Solicitation") from registered holders of Old Notes with respect to certain amendments to the indenture governing the Old Notes (the "Old Notes Indenture"), dated as of June 26, 2019, to eliminate substantially all of the restrictive covenants contained in the Old Notes Indenture and the Old Notes, eliminate certain events of default, modify covenants regarding mergers and consolidations and modify or eliminate certain other provisions, including those relating to future guarantors and defeasance, subordinate the lien on the collateral securing the Old Notes (in the event the Total Collateral Release (as defined below) does not occur) to the lien on the collateral securing the New Notes and either the Old Term Loans (as defined below, assuming the Term Loan Exchange Offer (as defined below) is not consummated) or the New Term Loans (as defined below, assuming the Term Loan Exchange Offer is consummated), permit release of certain guarantors that are not Significant Subsidiaries (as defined in the Old Notes Indenture) from their guarantees of the Old Notes and such guarantors’ assets from the lien securing the Old Notes. These certain amendments will also release all of the collateral securing the Old Notes (the "Total Collateral Release") if consents from holders representing at least 66.67% of the Old Notes are received. The Company is making the Exchange Offer and Consent Solicitation pursuant to the terms of and subject to the conditions set forth in the confidential offering memorandum and consent solicitation statement dated February 27, 2024.

Also concurrently with the Exchange Offer, the Issuer is offering lenders under its senior secured term loans (the "Old Term Loans") borrowed under its credit agreement, dated as of September 26, 2019 (the "Old Term Loan Credit Agreement"), to exchange their Old Term Loans for new senior secured term loans (the "New Term Loans") borrowed under a new credit agreement (such exchange, the "Term Loan Exchange Offer"), and in connection therewith deliver consents for certain proposed amendments to the Old Term Loan Credit Agreement. The Exchange Offer is not an offer to participate in the Term Loan Exchange Offer.

The foregoing is a summary of the material terms of the Exchange Offer and does not purport to be complete, and is subject to, and qualified by, the press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 8.01.

The New Notes have not been and will not be registered under the Securities Act of 1933 (the "Securities Act") or the securities laws of any state, and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and applicable state securities laws. Neither this Current Report on Form 8-K nor the press release attached hereto as Exhibit 99.1 constitutes an offer to sell or the solicitation of an offer to buy the New Notes, nor shall there be any sale of the New Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Forward-Looking Statements

results, performance or achievements to differ from those contained in or implied by the forward-looking statements as a result of various factors. Such factors include, among others, risks and uncertainties related to the Issuer’s ability to consummate the Exchange Offer and the Consent Solicitation and/or the Term Loan Exchange Offer, the Company’s ability to generate sufficient cash flows to service debt and other obligations and ability to access capital, including debt or equity, and the Company’s ability to achieve the benefits contemplated by the Exchange Offer and the Consent Solicitation and/or the Term Loan Exchange Offer. We are subject to additional risks and uncertainties described in our quarterly and annual reports filed with the Securities and Exchange Commission from time to time, including in the "Risk Factors," and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" sections contained therein. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company’s control, and the unexpected occurrence or failure to occur of any such events or matters could cause our actual results, performance, financial condition or achievements to differ materially from those expressed or implied by such forward-looking statements. Cumulus assumes no responsibility to update any forward-looking statements, which are based upon expectations as of the date hereof, as a result of new information, future events or otherwise.

Item 9.01 - Financial Statements and Exhibits.

Exhibits.


Number						Exhibit

99.1						Press release, dated February 27, 2024, related to the Exchange Offer and Consent Solicitation
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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:

February 27, 2024

Cumulus Media Announces Exchange Offer and Consent Solicitation Relating to 6.750% Senior Secured First-Lien Notes due 2026

ATLANTA, GA — February 27, 2024 – Cumulus Media Inc. (NASDAQ: CMLS) (the "Company" or “Cumulus”) today announced that its subsidiary, Cumulus Media New Holdings Inc. (the "Issuer"), has commenced an offer to exchange (the "Exchange Offer") any and all of the Issuer’s outstanding 6.750% Senior Secured First-Lien Notes due 2026 (the "Old Notes") for new 8.750% Senior Secured First-Lien Notes due 2029 ("New Notes") to be issued by the Issuer, upon the terms of and subject to the conditions set forth in the confidential offering memorandum and consent solicitation statement dated February 27, 2024 (the "Offering Memorandum"). All capitalized terms not defined herein are defined in the Offering Memorandum, unless otherwise noted.

The table below summarizes the principal economic terms of the Exchange Offer:


		Consideration per $1,000 Principal Amount of Old Notes Tendered
Old Notes CUSIP Number or ISIN	Principal Amount of Old Notes Outstanding	Total Consideration if Tendered Prior to the Early Deadline(1)	Late Consideration if Tendered After the Early Deadline
23110AAA4 U1269CAA2 US23110AAA43 USU1269CAA28	$346,245,000	$800.00 principal amount of New Notes	$770.00 principal amount of New Notes

(1) Includes the Early Tender Premium (as defined below).

The New Notes will mature on March 15, 2029 and will be fully and unconditionally guaranteed on a senior secured basis on the same basis and by the same guarantors that guarantee the Old Term Loans (as defined below) and the Old Notes. The New Notes and related guarantees will be secured by substantially all of the Issuer’s and the guarantors’ assets, including (i) a first-priority lien on the Term Loan Priority Collateral and (ii) a second-priority lien on the ABL Priority Collateral, subject to permitted liens and certain exceptions described in the Offering Memorandum, which assets will also secure the New Term Loans (as defined below) and the Company’s existing revolving credit facility, and will not secure the Old Notes (assuming the Total Collateral Release Requisite Consents (as defined below) are obtained). The ABL Priority Collateral includes substantially all of the Issuer’s and the guarantors’ present and future assets which secure their obligations under the ABL Credit Agreement on a first lien basis, including accounts receivable, bank accounts (and funds on deposit therein) and other related assets and all proceeds thereof, subject to permitted liens and certain exceptions. The Term Loan Priority Collateral includes substantially all of the tangible and intangible assets of the Issuer and the guarantors (other than the ABL Priority Collateral), including pledges of all capital stock of the Issuer and the Issuer’s wholly-owned material restricted subsidiaries or of any of the guarantors.

In addition, the New Notes will be either:

(i)guaranteed by the Additional Specified Subsidiary Guarantees and secured by the Additional Specified Subsidiary Collateral, in accordance with the lien priority set forth in the immediately preceding sentence in the event (x) the Proposed Amendments (as defined below) are adopted and (y) the Term Loan Exchange Offer (as defined below) is consummated (in which case the New Term Loans and the ABL Revolver will also have the benefit of the Additional Specified Subsidiary Guarantees and the Additional Specified Subsidiary Collateral); or

(ii)secured by a first-priority pledge of equity of the Operating Specified Subsidiaries in favor of the New Notes (the "Operating Specified Subsidiary Equity Pledge") in the event (x) the Proposed Amendments are not adopted or (y) the Term Loan Exchange Offer is not consummated.

In either case, the Old Notes and the Old Term Loans will not have the benefit of the Additional Specified Subsidiary Guarantees, the Additional Specified Subsidiary Collateral and/or the Operating Specified Subsidiary Equity Pledge, as applicable.

Holders that validly tender and do not validly withdraw their Old Notes at or prior to 5:00 p.m., New York City time, on March 11, 2024 (the "Early Tender Time") will be eligible to receive $800.00 principal amount of New Notes per $1,000 principal amount of Old Notes tendered (the "Total Consideration"), which includes an early tender premium of $30.00 in principal amount of New Notes per $1,000 principal amount of Old Notes tendered (the "Early Tender Premium"). Holders that validly tender and do not validly withdraw their Old Notes after the Early Tender Time and at or prior to the Expiration Time will not be eligible to receive the Early Tender Premium and will only be eligible to receive $770.00 principal amount of New Notes. The Issuer will pay accrued and unpaid interest to, but excluding, the Settlement Date, which is as soon as practicable after the Expiration Time, in cash, to holders of Old Notes accepted for exchange pursuant to the Exchange Offer.

In conjunction with the Exchange Offer, the Issuer is also soliciting consents (the "Consent Solicitation") to amend certain provisions in the Old Notes Indenture (the "Proposed Amendments"). If consents from holders representing at least 50.1% of the Old Notes (the "Majority Noteholder Consents") are received, the Proposed Amendments would eliminate substantially all restrictive covenants, eliminate certain events of default, modify or eliminate certain other provisions, subordinate the lien on the collateral securing the Old Notes (in the event the Total Collateral Release does not occur), and permit release of certain guarantors from their guarantees of the Old Notes and such guarantors’ assets from the lien securing the Old Notes. If consents from holders representing at least 66.67% of the Old Notes (the "Total Collateral Release Requisite Consents") are received, all the collateral securing the Old Notes will be released. Holders may not tender their Old Notes pursuant to the Exchange Offer without delivering a consent with respect to such Old Notes tendered pursuant to the Consent Solicitation, and holders may not deliver a consent pursuant to the Consent Solicitation without tendering the related Old Notes pursuant to the Exchange Offer.

The consummation of the Exchange Offer is not subject to, or conditioned upon, any minimum amount of Old Notes being tendered pursuant to the Exchange Offer, the receipt of the Majority Noteholder Consents, the consummation of the Term Loan Exchange Offer or the receipt of any consents to the proposed amendments to the Old Term Loan Credit Agreement. The consummation of the Term Loan Exchange Offer is not conditioned on the consummation of the Exchange Offer. The Issuer reserves the right in its sole and absolute discretion, to consummate the Exchange Offer in the event the Issuer does not receive Majority Noteholder Consents. The Exchange Offer and the Consent Solicitation may be amended, extended, terminated or withdrawn by the Issuer, in its sole and absolute discretion, at any time and for any reason. However, the Exchange Offer may not be amended, modified or waived in a manner that would remove or materially impair the value of the Additional Specified Subsidiary Guarantees, the Additional Specified Subsidiary Collateral or the Operating Specified Subsidiary Equity Pledge without extending the Withdrawal Deadline.

The Offer begins today, February 27, 2024, and will expire at 5:00 p.m., New York City time, on March 26, 2024 (the "Expiration Time"), unless such time is extended as required by law or otherwise by the Issuer in its sole discretion or earlier terminated.

Concurrently with the Exchange Offer, the Issuer is also offering lenders under its senior secured term loans (the "Old Term Loans") borrowed under its credit agreement dated as of September 26, 2019 (the "Old Term Loan Credit Agreement"), to exchange their Old Term Loans for new senior secured term loans (the "New Term Loans") issued under a new credit agreement (such exchange, the "Term Loan Exchange Offer"), and in connection therewith deliver consents for certain proposed amendments to the Old Term Loan Credit Agreement. The consummation of the Term Loan exchange is conditioned on participation from at least 50% in principal amount of the Old Term Loans, but is not conditioned on the consummation of the Exchange Offer.

Only holders who have duly completed and submitted an eligibility letter (which may be found at www.dfking.com/cumulus) will be authorized to receive the Offering Memorandum and related letter of transmittal (the "Exchange Offer Documents") and participate in the Exchange Offer. The eligibility letters will include certifications that the holder is either (1) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933 (the "Securities Act") or (2) a non-"U.S. person" (as defined in Rule

902 under the Securities Act) located outside of the United States who is (i) not acting for the account or benefit of a U.S. person, (ii) a "non-U.S. qualified offeree" (as defined in the Exchange Offer Documents), and (iii) not a resident in Canada.

D.F. King & Co., Inc. will act as the Information Agent and the Exchange Agent for the Exchange Offer. Questions or requests for assistance related to the Exchange Offers or for additional copies of the Exchange Offer Documents may be directed to D.F. King & Co., Inc. at (800) 431-9643 (toll free) or (212) 269-5550 (collect) or cumulus@dfking.com (email). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

The New Notes have not been and will not be registered under the Securities Act or the securities laws of any state, and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and applicable state securities laws.

This announcement is not an offer to purchase or sell, a solicitation of an offer to purchase or sell or a solicitation of consents with respect to any securities. The Exchange Offer is being made solely by the Offering Memorandum. The Exchange Offer is not being made to holders of Old Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

Forward-looking statements

Certain statements in this release may constitute "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Such statements are statements other than historical fact and relate to our intent, belief or current expectations primarily with respect to our future operating, financial, and strategic performance and our plans and objectives, including with regard to returning capital to shareholders. Any such forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors that may cause actual results, performance or achievements to differ from those contained in or implied by the forward-looking statements as a result of various factors. Such factors include, among others, risks and uncertainties related to the Issuer’s ability to consummate the Exchange Offer and the Consent Solicitation and/or the Term Loan Exchange Offer, the Company’s ability to generate sufficient cash flows to service debt and other obligations and ability to access capital, including debt or equity, and the Company’s ability to achieve the benefits contemplated by the Exchange Offer and the Consent Solicitation and/or the Term Loan Exchange Offer. We are subject to additional risks and uncertainties described in our quarterly and annual reports filed with the Securities and Exchange Commission from time to time, including in the "Risk Factors," and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" sections contained therein. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company’s control, and the unexpected occurrence or failure to occur of any such events or matters could cause our actual results, performance, financial condition or achievements to differ materially from those expressed or implied by such forward-looking statements. Cumulus assumes no responsibility to update any forward-looking statements, which are based upon expectations as of the date hereof, as a result of new information, future events or otherwise.

For further information, please contact:

Cumulus Media Inc.

Investor Relations Department

IR@cumulus.com

404-260-6600

Cover	Feb. 27, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Feb. 27, 2024
Entity Registrant Name	Cumulus Media Inc
Entity Central Index Key	0001058623
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38108
Entity Tax Identification Number	82-5134717
Entity Address, Address Line One	780 Johnson Ferry Road NE, Suite 500
Entity Address, City or Town	Atlanta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30342
City Area Code	(404)
Local Phone Number	949-0700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Class A
Entity Information [Line Items]
Title of 12(b) Security	Class A common stock
Trading Symbol	CMLS
Security Exchange Name	NASDAQ
Class A Common Stock Purchase Rights
Entity Information [Line Items]
Title of 12(b) Security	Class A common stock purchase rights
No Trading Symbol Flag	true
Security Exchange Name	NASDAQ