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

CUMULUS MEDIA INC. (NASDAQ:CMLS) Files An 8-K Regulation FD Disclosure
Item 7.01 – Regulation FD Disclosure.

Disclosures to Non-Disclosure Agreements

Cumulus Media Inc. (the “Company,” “Cumulus,” “we,” “us” or “our”) has engaged in separate discussions, to non-disclosure agreements, with certain noteholders under the indenture governing the 7.75% Senior Notes due 2019 issued by Cumulus Media Holdings Inc., a direct wholly-owned subsidiary of the Company, and guaranteed by the Company, regarding potential restructuring alternatives. During the course of those discussions, and subject to the applicable non-disclosure agreements, the Company shared certain confidential information with certain noteholders. The Company is obligated to disclose such confidential information (the “Cleansing Materials”) to the terms of the applicable non-disclosure agreements. A copy of the Cleansing Materials is attached hereto as Exhibit99.1.

The Company has not yet reached an agreement on mutually acceptable terms and conditions with the noteholders party to non-disclosure agreements with the Company regarding a potential restructuring transaction. Negotiations between the Company and certain of the noteholders are ongoing. There are no assurances that the Company and such noteholders will come to an agreement on the terms of a restructuring transaction. In accordance with the terms of the non-disclosure agreements that the Company entered into with such noteholders, the Company agreed to publicly disclose the material terms of the potential restructuring transaction being negotiated with such noteholders. In connection therewith, the Cleansing Materials include the material terms of a potential restructuring transaction that is the subject of ongoing negotiation between the Company and certain of the noteholders.

The information set forth under this Item 7.01, including the Cleansing Materials attached as Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 7.01 – Financial Statements and Exhibits.

Exhibit No.


99.1 Cleansing Materials


EX-99.1 2 d487464dex991.htm EX-99.1 EX-99.1 In connection with restructuring discussions,…
To view the full exhibit click here


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.

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