CUMULUS MEDIA INC. (NASDAQ:CMLS) Files An 8-K Entry into a Material Definitive Agreement

Item1.01 – Entry into a Material Definitive Agreement

Refinancing Support Agreement

On December6, 2016, Cumulus Media Inc. (the Company), Cumulus
Media Holdings Inc. (Holdings), a direct wholly-owned subsidiary
of the Company, and certain other direct and indirect
subsidiaries of Holdings entered into a refinancing support
agreement (the Refinancing Support Agreement) with holders (the
Supporting Noteholders) of approximately $349.7 million, or
57.3%, of the aggregate principal amount of the outstanding 7.75%
Senior Notes due 2019 (the Outstanding Notes) issued by Holdings
and guaranteed by the Company. The Refinancing Support Agreement
sets forth the terms of a refinancing of the Outstanding Notes
and to its terms the Supporting Noteholders have agreed to tender
their Outstanding Notes in a contemplated exchange offer (the
Exchange Offer), subject to certain conditions set forth in the
Refinancing Support Agreement. The Refinancing Support Agreement
provides that the Company will commence the Exchange Offer to
which holders of the Outstanding Notes may exchange such
Outstanding Notes for a combination of debt and equity as
described below. The Refinancing Support Agreement is the result
of arms length negotiations with the Supporting Noteholders.

The obligations of the Company and the Supporting Noteholders
under the Refinancing Support Agreement, including the obligation
of the Supporting Noteholders to tender their Outstanding Notes
in the Exchange Offer, is subject to the conditions set forth in
the Refinancing Support Agreement, including:

The Companys obligations under the Refinancing Support Agreement
are subject to a number of conditions, including that the
Approval Order must have become a final non-appealable order.

In addition, the Supporting Noteholders obligations under the
Refinancing Support Agreement are subject to a number of
conditions, including:

2

The Refinancing Support Agreement may be terminated by either
(i)at least two Supporting Noteholders holding, together, at
least 50.1% by principal face amount of all Outstanding Notes
held by the Supporting Noteholders (such group of Supporting
Noteholders, the Majority Supporting Noteholders) upon, among
other things, (a)a material breach by the Company of the
Refinancing Support Agreement that is not cured after notice
thereof, (b)certain bankruptcy events at the Company or its
subsidiaries, (c)certain defaults under the indenture governing
the Outstanding Notes, (d)notice that the Company is no longer
pursuing the transactions contemplated by the Refinancing Support
Agreement in accordance with the terms thereof, (e)the failure to
meet certain deadlines regarding the Exchange Offer and the
shareholder vote contemplated by the Refinancing Support
Agreement, (f)the failure of the shareholders to approve proposed
changes to the certificate of incorporation and the issuance of
stock by January27, 2017 (subject to specified permitted
extensions as described further below) and (g)the failure of the
Company to commence the Exchange Offer by December12, 2016, or
(ii)the Company upon, among other things, (a)a material breach by
any Supporting Noteholder of the Refinancing Support Agreement
that is not cured after notice thereof, (b)a failure by a
Supporting Noteholder to tender its Outstanding Notes after
notice of such failure, (c)the failure of at least 95% of the
Outstanding Notes to be tendered in the Exchange Offer, and (d)a
determination by the Company that pursuing the transactions
contemplated by the Refinancing Support Agreement is inconsistent
with its fiduciary duties.

In addition, the Refinancing Support Agreement will automatically
terminate in accordance with its terms on January27, 2017 (as
such date may be extended, the Outside Date), provided that
(i)the Company, in its sole and absolute discretion, may, on no
more than two (2)occasions, extend such Outside Date to a
subsequent date on or prior to March13, 2017, provided certain
conditions have been met, (ii)to the extent that the SEC
undertakes review of the preliminary proxy statement prepared by
the Company in connection with the shareholder vote contemplated
by the Refinancing Support Agreement, the Company, in its sole
and absolute discretion, may, on no more than two (2)occasions,
extend such Outside Date to a subsequent date on or prior to
May20, 2017 and (iii)under certain specified circumstances, the
Majority Supporting Noteholders may extend the Outside Date in
thirty (30)day increments to a subsequent date on or prior to
October23, 2017.

In connection with the Exchange Offer, the new revolving lender
and those Eligible Holders receiving revolving loans in the
Exchange Offer (the exchanging revolving lenders) will seek an
assignment of the revolving commitments (the revolving
commitments) currently held by the lenders under our existing
revolver, which will become effective upon the consent of the
Administrative Agent, which may not be unreasonably withheld or
delayed. To the extent any revolving commitments remain
unassigned to either the new revolving lender or to the
exchanging revolving lenders at the Settlement Date, the
aggregate principal amount of such undrawn revolving commitments
will be, when borrowed to refinance the Outstanding Notes,
distributed on the Settlement Date in cash on a pro rata basis to
Eligible Holders participating in the Exchange Offer in lieu of a
like amount of revolving loans or participation interests, as
applicable, such Eligible Holder would otherwise be entitled to
receive in the Exchange Offer.

to the Refinancing Support Agreement, the Supporting Noteholders
have agreed that (i)from and at the date of the Refinancing
Support Agreement through the settlement date of the Exchange
Offer (the Settlement Date), each Supporting Noteholder will not
acquire beneficial ownership of (a)shares of the Companys ClassA
common stock (the Class A common stock) or the Outstanding Notes
to the extent such acquisition would result in both (x)such
Supporting Noteholder qualifying as a 5% shareholder within the
meaning of Treasury Regulation 1.382-2T(g) and (y)a material
limitation on the net operating losses available to the Company
immediately prior to the time of such acquisition, or (b)any
equity securities of the Company or Outstanding Notes without the
prior consent of the Company to the extent such acquisition would
result in a Supporting Noteholder or any group (as such term is
defined in Section13(d)(3) of the Securities Exchange Act of
1934, as amended) of which it forms a part thereby beneficially
owning equity securities comprising 22.5% or more of the voting
power of the Companys equity securities determined as of the date
of such proposed acquisition giving pro forma effect to the
Exchange Offer (excluding any equity securities acquired by way
of stock dividend, stock split, reorganization, recapitalization,
rights offering, merger, consolidation or other like
distributions approved and made by the Company to holders of
equity securities or debt obligations of the Company) and
(ii)from and after the Settlement Date through the Standstill
Termination Date (as defined below), the Supporting Noteholders
and their affiliates shall not (without the prior written consent
of the Company):

3

Standstill Termination Date means the earliest of (i)November28,
2020, (ii)(a)the termination of the Companys stockholders
agreement, dated as of September16, 2011 (the Stockholders
Agreement), by agreement of the parties thereto (and not to the
terms thereof expressly providing for such termination), or
(b)the amendment or waiver by the Company of any provision
thereof (and not to the terms thereof expressly providing for the
same), to the extent it (x)reduces, in any material respect, the
restrictions contained in the Stockholders Agreement on the
acquisition of equity securities set forth therein or (y)permits
the acquisition of equity securities in violation of the terms
thereof, (iii)a bankruptcy event and (iv)the termination of the
existing credit agreement (as defined herein).

The Refinancing Support Agreement also contemplates that upon
consummation of the Exchange Offer, the Company will issue two
new classes of common stock of the Company, Class D common stock
(Class D common stock) and Class E common stock (Class E common
stock), to certain Supporting Noteholders. Except as provided by
law, shares of Class D common stock and Class E common stock
issued to such Supporting Noteholders will not have any voting
rights; provided that holders of Class D common stock will be
entitled to vote separately, without the holders of any other
class of stock, with respect to the election of an additional
director and similarly holders of Class E common stock will be
entitled to vote separately, without the holders of any other
class of stock, with respect to the election of an additional
director.

None of the Supporting Noteholders is affiliated with any
director or officer of the Company or with each other.

The consideration to be provided to holders in the Exchange Offer
for each $1,000 of Outstanding Notes properly tendered and not
withdrawn on or prior to the Exchange Offers Early Tender Date
(the Early Tender Date) will consist of (i)at the holders option,
(a)$500 of revolving loans due 2020 (the revolving loans) or
(b)$500 of participation interests in the revolving loans (the
participation interests) and (ii)24.016 shares of ClassA common
stock (and/or warrants to purchase an equal number of shares of
ClassA common stock if deemed necessary to comply with the
requirements of the Communications Act of 1934, as amended, or
the rules, regulations and policies promulgated by the Federal
Communications Commission in effect from time to time (the
warrants)). For each $1,000 of Outstanding Notes tendered after
the Early Tender Date and on or before the Exchange Offers
Expiration Date (the Expiration Date), holders will receive $450
of participation interests and 24.016 shares of ClassA common
stock (and/or warrants).

4

In respect of the accrued and unpaid interest due on the
Outstanding Notes, each Eligible Holder that properly tenders its
Outstanding Notes on or prior to the Early Tender Date, and does
not properly withdraw its tender on or prior to the Exchange
Offers Withdrawal Deadline, will receive 50% of the accrued and
unpaid interest due on such Outstanding Notes in cash on the
Settlement Date. Eligible Holders that properly tender their
Outstanding Notes after the Early Tender Date and on or before
the Expiration Date that are accepted for exchange, will receive
50% of the accrued and unpaid interest due on such Outstanding
Notes in cash on the Settlement Date.

The revolving loans will be issued under the Amended and Restated
Credit Agreement, dated as of December23, 2013, among Holdings,
as borrower, the Company, as parent, JPMorgan Chase Bank, N.A.,
as administrative agent (the Administrative Agent), and the other
parties from time to time party thereto (the existing credit
agreement). In connection with the Exchange Offer, Holdings will
borrow up to $305.0 million aggregate principal amount of
revolving loans under the existing credit agreement. The
revolving loans will be general obligations of Holdings, secured
by first priority liens, ratably with the first priority liens
securing other obligations under the existing credit agreement,
on substantially all of the assets of Holdings (other than
certain excluded assets) and will be guaranteed on a senior
secured basis by the Company and the subsidiaries of Holdings
that guarantee the other obligations under the existing credit
agreement.

In connection with the Exchange Offer, Holdings will enter into
two amendments to the existing credit agreement to (i)provide for
the incurrence of the revolving loans to an Incremental Revolving
Facility (as defined in our existing credit agreement) in an
aggregate amount sufficient to consummate the Exchange Offer and
(ii)include certain modifications to the terms of our existing
revolver, including to (a)extend the Revolving Credit Termination
Date (as defined in our existing credit agreement) to November23,
2020, (b)modify the financial covenant in section 8.1 of our
existing credit agreement to permit the borrowing of the
revolving loans in connection with the Exchange Offer and require
compliance with the Consolidated First Lien Net Leverage Ratio
(as defined in our existing credit agreement) at the levels
currently set forth in our existing credit agreement for any
future borrowings under our existing revolver, (c)upon completion
of the Exchange Offer, elimination of the financial maintenance
covenant under our existing revolver, (d)increase the Applicable
Margin (as defined in our existing credit agreement) with respect
to the revolving loans to 13.25%, subject to a 1.0% floor, for
Eurodollar Rate loans (as defined in our existing credit
agreement), and 12.25%, subject to a 2.0% floor, for ABR loans
(as defined in our existing credit agreement) and (e)increase the
undrawn commitment fee to 5.0%.

At the Settlement Date, the participation interests will
automatically be deposited into an entity that we will establish
to effect the refinancing, Cumulus Pass Through Trust, a Delaware
statutory trust (the Trust), in exchange for an equal aggregate
principal amount of new trust certificates due 2020 (the trust
certificates), representing fractional undivided interests in the
property of the Trust (the Trust Property). The Trust Property
will consist of:

In connection with the Exchange Offer, the Company will amend and
restate its Third Amended and Restated Certificate of
Incorporation to provide for the issuance of (i)shares of Class D
common stock and (ii)shares of Class E common stock to certain
Supporting Noteholders, in addition to the consideration
otherwise provided to those

5

Supporting Noteholders in the Exchange Offer, in consideration of
the Companys obligations under the Refinancing Support Agreement
to provide such Supporting Noteholders with certain governance
rights, including the ability for the holders of the Class D
common stock to nominate one director to the Companys board of
directors and for the holders of the Class E common stock to
nominate one director to the Companys Board of Directors
(collectively, the Noteholder Directors), and thereafter, at each
annual meeting of the Companys stockholders, elect or designate
the Noteholder Directors. The shares of Class D common stock and
Class E common stock issued to such Supporting Noteholders will
not have any voting rights, other than with respect to the
election of the Noteholder Directors or as provided by law. The
holders of Class D common stock and Class E common stock will
share equally on a per share basis with the holders of ClassA
common stock (and warrants for ClassA common stock) with respect
to dividends or other distributions that may be declared by the
Companys Board of Directors from time to time or in the
liquidation or winding up of the Company. The shares of Class D
common stock and Class E common stock will be automatically
convertible into an equal number of shares of ClassA common stock
upon the occurrence of certain events or at the option of the
holder thereof.

The Exchange Offer will be made, and the revolving loans,
participation interests, trust certificates and the shares of
ClassA common stock (or warrants, if applicable), Class D common
stock and Class E common stock will be offered and issued, only
to holders of Outstanding Notes that (a)are both (i)qualified
institutional buyers as defined in Rule 144A under the Securities
Act of 1933, as amended (the Securities Act), and institutional
accredited investors as defined in the Securities Act, and
(ii)qualified purchasers as defined in Section2(a)(51) of the
Investment Company Act of 1940, as amended (the Investment
Company Act), and (b)are not benefit plan investors as defined in
Section3(42) of the Employee Retirement Income Security Act of
1974, as amended, in a private placement in reliance upon an
exemption from the registration requirements of the Securities
Act. The holders of Outstanding Notes that are eligible to
participate in the Exchange Offer to the foregoing conditions are
referred to as Eligible Holders. The holders of Outstanding Notes
that are not Eligible Holders will not be able to receive the
Offering Memorandum or to participate in the Exchange Offer.

The offering of the revolving loans, the participation interests,
the trust certificates and the shares of ClassA common stock (or
warrants, if applicable), Class D common stock and Class E common
stock will not be registered under the Securities Act or any
state securities law. The trust certificates and the shares of
ClassA common stock (or warrants, if applicable), Class D common
stock and Class E common stock will be subject to restrictions on
transfer and may not be offered or sold except to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act. In accordance with the terms
of the Refinancing Support Agreement, at the Settlement Date, the
Company will enter into a registration rights agreement (the
Registration Rights Agreement) with the Supporting Noteholders to
which the Company will agree to file with the Securities and
Exchange Commission, within sixty (60)days following the
Settlement Date, subject to the terms and conditions contained in
the Registration Rights Agreement, a registration statement
registering for resale (i)the shares of ClassA common stock
issued in the Exchange Offer (or warrants, if applicable, and
shares of ClassA common stock underlying such warrants, if
applicable) and (ii)the shares of ClassA common stock into which
the shares of Class D common stock and Class E common stock
issued to certain Supporting Noteholders are convertible.
Additionally, the Trust has not been and will not be registered
as an investment company under the Investment Company Act, in
reliance on the exemption set forth in Section3(c)(7) thereof.

The information contained in this report shall not constitute an
offer to sell or exchange, or a solicitation of an offer to sell
or exchange, any securities in any jurisdiction in which such
offer, solicitation, sale or exchange would be unlawful. The
Exchange Offer, when commenced, will be made solely to an offer
to exchange and related letter of transmittal, which will set
forth the complete terms and conditions of the Exchange Offer.

A copy of the press release announcing entry into the Refinancing
Support Agreement is attached hereto as Exhibit 99.1.

Voting Agreement

In addition, on December6, 2016, the Company and Crestview Radio
Investors, LLC (Crestview) entered into a voting agreement to
which Crestview agreed that at each annual, special or other
meeting of the stockholders of the Company, or at any adjournment
or postponement thereof, or in any other circumstances upon which
a vote, consent or other approval of the Companys stockholders is
sought, in each case, with respect to (i)the issuance of shares
of ClassA common stock in the Exchange Offer and (ii)the
amendment and restatement of the Companys certificate of
incorporation to increase the number of authorized shares of
ClassA common stock and effect the issuance of the Class D common
stock and Class E common stock to certain Supporting Noteholders
(collectively, the Transactions), Crestview will (a)when a
meeting is held, attend such meeting or otherwise cause such
shares of common stock it holds to be counted as present thereat,
and (b)vote (or cause to be voted) all shares of

6

common stock held by Crestview as of the date of such meeting
that are eligible to vote on the matter or matters submitted to a
vote of the Companys stockholders at such meeting in accordance
with the recommendation of the Board of Directors of the Company
with respect to the Transactions.

Item9.01 – Financial Statements and Exhibits.

7

About CUMULUS MEDIA INC. (NASDAQ:CMLS)

Cumulus Media Inc. (Cumulus) is a radio broadcasting company. The Company is also a provider of country music and lifestyle content through its NASH brand, which serves through radio programming, NASH Country Weekly magazine and live events. Its product lines include broadcast advertising, digital advertising, political advertising and non-advertising based license fees. Its broadcast advertising includes the sale of commercial advertising time to local, national and network clients. Its digital advertising includes the sale of advertising and promotional opportunities across its Websites and mobile applications. Its across the nation platform generates content distributable through both broadcast and digital platforms. Its categories of advertisers consist of amusement and recreation; banking and mortgage; furniture and home furnishings; arts and entertainment; food and beverage services; healthcare services; automotive dealers; food and beverage stores, and telecommunications.

CUMULUS MEDIA INC. (NASDAQ:CMLS) Recent Trading Information

CUMULUS MEDIA INC. (NASDAQ:CMLS) closed its last trading session 00.00 at 1.05 with 77,835 shares trading hands.