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

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

Item 1.02 – Termination of a Material Definitive Agreement.

On December 6, 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
set forth the terms of a refinancing of the Outstanding Notes and
to its terms the Supporting Noteholders agreed to tender their
Outstanding Notes in an exchange offer (the Exchange Offer),
subject to certain conditions set forth in the Refinancing
Support Agreement.
As a result of a recent ruling in the U.S. District Court for the
Southern District of New York, the Company has concluded that the
conditions to the Exchange Offer have not been and will not be
satisfied. Accordingly, the Company has elected to terminate the
Exchange Offer and the Refinancing Support Agreement in
accordance with their terms with immediate effect as of March 10,
2017.
As a result of the termination, none of the Outstanding Notes
that have been tendered in the Exchange Offer will be accepted
for purchase and no consideration will be paid or become payable
to holders of the Outstanding Notes who have tendered their
Outstanding Notes in the Exchange Offer. All Outstanding Notes
previously tendered and not withdrawn will be promptly returned
or credited back to their respective holders.
A copy of the press release announcing the termination of the
Exchange Offer and the Refinancing Support Agreement is attached
hereto as Exhibit 99.1.
Item 9.01 – Financial Statements and Exhibits.
(a) Exhibits.
Exhibit No.
Description
99.1
Press Release, dated as of March 10, 2017.


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 -0.010 at 0.515 with 154,051 shares trading hands.