Cumulus Media Announces Amendment and Extension of Withdrawal Deadline and Expiration Time for Exchange Offer and Consent Solicitation

ATLANTA, April 18, 2024 (GLOBE NEWSWIRE) -- Cumulus Media Inc. (NASDAQ: CMLS) (the “Company” or “Cumulus”) today announced that its subsidiary, Cumulus Media New Holdings Inc. (the “Issuer”), has amended its previously announced offer to exchange (as so amended, the “Exchange Offer”) any and all of the Issuer’s outstanding 6.750% Senior Secured First-Lien Notes due 2026 (the “Old Notes”) for new 8.000% Senior Secured First-Lien Notes due 2029 (“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 (as supplemented, the “Offering Memorandum”) dated February 27, 2024, as amended by Supplement No. 1 (“Supplement No. 1”) dated April 18, 2024. All capitalized terms not defined herein are defined in the Offering Memorandum, unless otherwise noted.

Certain terms and timing of the Exchange Offer have changed, including the Total Consideration (as defined below) and certain terms of the New Notes, including their interest rate per annum, which was reduced to 8.000%. The maturity of the New Notes has also been amended and extended to July 1, 2029, which is 36 months after the maturity of the Old Notes.

Holders who validly tender their Old Notes in the Exchange Offer prior to the Expiration Time (as defined below) will now be entitled to receive the Total Consideration set forth in the table below.

Old Notes CUSIP Number or ISIN		Principal Amount of Old Notes Outstanding			Total Consideration per $1,000 Principal Amount of Old Notes if Tendered Prior to the Expiration Time
23110AAA4 U1269CAA2 US23110AAA43 USU1269CAA28		$346,245,000			$940 principal amount of New Notes

The Issuer is also extending the previously announced Newly Extended Expiration Time, which was 5:00 p.m., New York City Time, on April 18, 2024, to midnight, New York City Time, on May 1, 2024 (the "Amended Expiration Time"). In addition, the Issuer is extending the previously announced deadline to validly withdraw tenders of the Old Notes, which was 5:00 p.m., New York City Time, on March 11, 2024, to 5:00 p.m., New York City Time, on April 22, 2024. The Amended Expiration Time is subject to earlier termination, withdrawal or extension by the Issuer in its sole and absolute discretion. The Exchange Offer and Consent Solicitation will expire at the Amended Expiration Time, unless extended or terminated. The Issuer will pay accrued and unpaid interest to, but excluding, the Settlement Date, in cash, to holders of Old Notes accepted for exchange pursuant to the Exchange Offer and Consent Solicitation.