CUMULUS MEDIA INC. (NASDAQ:CMLS) Files An 8-K Regulation FD Disclosure

Item7.01Regulation FD Disclosure.

On December12, 2016, Cumulus Media Inc. (the Company) issued a
press release announcing the launch of a private exchange offer
(the Exchange Offer) for any and all 7.75% Senior Notes due 2019
(the Outstanding Notes) issued by Cumulus Media Holdings Inc.
(Holdings), a direct wholly owned subsidiary of the Company, and
guaranteed by the Company.

As previously reported, on December6, 2016, the holders of
approximately $349.7 million, or 57.3%, of the aggregate
principal amount of the Outstanding Notes (Supporting
Noteholders) entered into a refinancing support agreement (the
Refinancing Support Agreement) with the Company, Holdings and
certain subsidiaries of Holdings, to which the Supporting
Noteholders agreed to tender their Outstanding Notes in the
Exchange Offer, subject to certain conditions set forth in the
Refinancing Support Agreement.

The purpose of the Exchange Offer is to refinance the Outstanding
Notes and thereby reduce, and extend the maturity of, the
Companys indebtedness, which the Company believes will promote
its long-term financial viability. The Company will not retain
any cash proceeds from borrowings incurred in connection with the
Exchange Offer. The Outstanding Notes tendered and refinanced in
connection with the Exchange Offer will be retired and cancelled
and will not be reissued.

If 50% of the aggregate principal amount of the Outstanding Notes
is tendered and accepted in the Exchange Offer, upon completion
of the Exchange Offer, former noteholders will hold approximately
33.3% of the common equity of the Company (based on todays
outstanding common stock and after giving effect to the Exchange
Offer) and the Company will have retired $610.0 million in
outstanding unsecured indebtedness represented by the Outstanding
Notes and incurred $305.0 million in secured indebtedness
represented by the revolving loans (as defined below) under the
Companys 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, and
the other parties from time to time party thereto (the existing
credit agreement).

The consideration provided to holders in the Exchange Offer, as
set forth in more detail in the press release attached hereto as
Exhibit 99.1, will consist of (i)(a)revolving loans due 2020 (the
revolving loans) or (b)participation interests in the revolving
loans (the participation interests) and (ii)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 any and all Outstanding Notes tendered by such
holders in the Exchange Offer. 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:

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The revolving loans will be issued under 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.

As previously reported, in connection with the Exchange Offer,
the Company will seek to amend and restate its Third Amended and
Restated Certificate of Incorporation to provide for the issuance
of (i)shares of Class D common stock of the Company (the Class D
common stock), and (ii)shares of Class E common stock of the
Company (the Class E common stock) to certain Supporting
Noteholders, in addition to the consideration otherwise provided
to those 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 to collectively
nominate two directors to the Companys board of directors (the
Noteholder Directors). Subject to certain conditions, the
Supporting Noteholders that receive shares of Class D common
stock and Class E common stock may elect or designate the
Noteholder Directors at each annual meeting of the Companys
stockholders. 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 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.

Ipreo LLC (Ipreo) has been appointed as the exchange agent and
the information agent for the Exchange Offer. Questions
concerning the Exchange Offer, procedures for tendering
Outstanding Notes in the Exchange Offer or requests for
additional copies of the Offering Memorandum or other
documentation relating to the Exchange Offer should be directed
to Ipreo at the following address:

Ipreo LLC

1359 Broadway, 2nd Floor

New York, New York 10018

Attn: Aaron Dougherty

Banks and Brokers call: (212)849-3880

Toll free: (888)593-9546

Email: [email protected]

The Exchange Offer will be made, and 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 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), which are also
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

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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 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.

The Company has engaged in discussions with its term lenders
under the existing credit agreement regarding the Exchange Offer.
While discussions may continue and result in an alternative
transaction, there are no assurances that the parties will come
to an agreement on an alternative transaction. In addition, the
Exchange Offer is subject to numerous conditions including those
contained in the Refinancing Support Agreement which are
described in the Companys Current Report on Form 8-K filed with
the Securities and Exchange Commission on December7, 2016. There
is no assurance that these conditions will be satisfied or
waived.

Item8.01Other Events.

A copy of the press release announcing the launch of the Exchange
Offer is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.

Item9.01Financial Statements and Exhibits.

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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 down -0.03 at 1.18 with 188,338 shares trading hands.