Cumulus Media has completed its Chapter 11 bankruptcy restructuring.
Cumulus, which filed for bankruptcy on November 29, 2017, has exited the bankruptcy protection and lowered its debt balance from $2.34 billion to $1.30 billion, consisting entirely of a term loan bearing interest at LIBOR plus 450 basis points and due May 15, 2022. Certain former stakeholders are being issued 11,052,211 shares of the Company’s Class A common stock, 5,218,209 shares of the Company’s Class B common stock and warrants to purchase 3,729,589 shares of common stock in exchange for their prior claims. Except with regard to voting and conversion rights, shares of Class A common stock and Class B common stock are identical in all respects. Generally, the holders of shares of Class B common stock are not entitled to vote on any matters, although such shares are convertible into shares of Class A common stock, subject to FCC rules and regulations and the Company’s governance documents. The company has applied to return to the NASDAQ Stock Market under the symbol CMLS.
Cumulus has also used the occasion to debut a new branding and logo package. While the company as a whole will continue to be named Cumulus Media, the radio properties will be run as Cumulus Radio Station Group.
Cumulus Media Inc. (PINK: CMIA) (the “Company,” “we,” “us,” “CUMULUS MEDIA,” or “our”) today announced that the Company has successfully completed its financial restructuring and emerged from Chapter 11 having reduced its debt by more than $1 billion. The Company plans to utilize its enhanced financial flexibility to continue its ongoing business transformation and drive value creation on behalf of all its stakeholders.
Mary Berner, President and Chief Executive Officer of CUMULUS MEDIA, said, “Over the last two years, we have been relentlessly focused on our plans to turn the Company around, and the completion of our financial restructuring process is a monumental step forward on our turnaround path. We emerge today as a stronger and more competitive Company, with the financial foundation that we need to move forward decisively with the initiatives that will produce the greatest benefits for the Company. With this financial restructuring now behind us, we are excited about what we will be able to accomplish with all of our resources and energy fully focused on our operating business.”
Ms. Berner continued, “I want to thank our exceptional team at CUMULUS MEDIA for their dedication and tremendous efforts through this process. Looking ahead, our employees will remain the true force driving our success as we continue to deliver premium content choices to the 245 million people we reach every week across our collection of stations and Westwood One. We are also grateful for the support of our vendors and affiliates during this process, and we look forward to working together well into the future.”
Pursuant to the restructuring, the Company reduced its total debt balance from $2.34 billion to $1.30 billion, consisting entirely of a term loan bearing interest at LIBOR plus 450 basis points and due May 15, 2022. Also, pursuant to the terms of the financial restructuring, the Company’s previously outstanding equity was cancelled and certain former stakeholders are being issued 11,052,211 shares of the Company’s Class A common stock, 5,218,209 shares of the Company’s Class B common stock and warrants to purchase 3,729,589 shares of common stock in exchange for their prior claims. Except with regard to voting and conversion rights, shares of Class A common stock and Class B common stock are identical in all respects. Generally, the holders of shares of Class B common stock are not entitled to vote on any matters, although such shares are convertible into shares of Class A common stock, subject to FCC rules and regulations and the Company’s governance documents. We have applied to have our Class A common stock listed on The NASDAQ Stock Market under the symbol CMLS and, until such time, expect that such shares will be quoted on the OTC Pink Sheets under the symbol CMIA.Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal counsel; PJT Partners, Inc. acted as financial advisor; and Alvarez & Marsal served as restructuring advisor to CUMULUS MEDIA.
