Cumulus Media Announces Expiration and Final Results of Exchange Offer and Consent Solicitation

ATLANTA, May 02, 2024 (GLOBE NEWSWIRE) -- Cumulus Media Inc. (NASDAQ: CMLS) (the “Company” or “Cumulus”) today announced the expiration and final results of its subsidiary’s, Cumulus Media New Holdings Inc. (the “Issuer”), previously announced offer to exchange (as amended, the “Exchange Offer”) any and all of its outstanding 6.750% Senior Secured First-Lien Notes due 2026 (the “Old Notes”) for new 8.000% Senior Secured First-Lien Notes due 2029 (the “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 (as amended by Supplement No. 1, dated April 18, 2024, the “Offering Memorandum”). All capitalized terms not defined herein are defined in the Offering Memorandum, unless otherwise noted.

The Exchange Offer expired at midnight, New York City Time, on May 1, 2024 (the "Expiration Time"). The Exchange Offer was subject to the condition precedent that a minimum of 95% of all aggregate principal amount of Old Notes outstanding be tendered in the Exchange Offer, which the Issuer may waive in its sole and absolute discretion (the “Minimum Participation Condition”). The Issuer has determined to exercise its valid discretion to waive the Minimum Participation Condition.

As of the Expiration Time, approximately $325.7 million in aggregate principal amount of the Old Notes, representing approximately 94% of the total outstanding principal amount of the Old Notes, had been tendered for exchange in connection with the Exchange Offer.

The Issuer expects the settlement of the Exchange Offer to occur today (the “Settlement Date”), upon which each $1,000 principal amount of Old Notes validly tendered on or prior to the Expiration Time and accepted for exchange will be exchanged into $940 principal amount of New Notes.

In connection with the Exchange Offer, the Issuer also solicited consents from holders of Old Notes to certain proposed amendments to the indenture governing the Old Notes (“the Old Notes Indenture”) (such amendments, the “Proposed Amendments”), to, among other things, eliminate substantially all restrictive covenants, eliminate certain events of default, modify or eliminate certain other provisions, and release all the collateral securing the Old Notes. As a result of receiving consents from holders representing over 66 2/3% of the Old Notes, the Issuer intends on entering into a supplemental indenture to the Old Notes Indenture containing such Proposed Amendments on the Settlement Date.