Cumulus Media Announces Amendment and Extension of Withdrawal Deadline and Expiration Time for Exchange Offer and Consent Solicitation - Seite 2

In addition to the foregoing, certain other amendments are described in Supplement No. 1.

The Settlement Date of the Exchange Offer will be as soon as practicable after the Expiration Time. Settlement of the Exchange Offer is subject to the satisfaction or waiver of certain conditions set forth in the Offering Memorandum.

Concurrently with the Exchange Offer, the Issuer is also offering lenders under its senior secured term loans (the “Old Term Loans”) borrowed under its credit agreement dated as of September 26, 2019 (the “Old Term Loan Credit Agreement”), to exchange their Old Term Loans for new senior secured term loans (the “New Term Loans”) issued under a new credit agreement (such exchange, the “Term Loan Exchange Offer”), and in connection therewith deliver consents for certain proposed amendments to the Old Term Loan Credit Agreement, which was also similarly amended.

The Exchange Offer is now 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 condition may be waived by the Issuer in its sole and absolute discretion. Certain holders representing approximately 80% of the aggregate principal amount of the Old Notes and approximately 97% of the aggregate principal amount of the Old Term Loans have already agreed to tender their Old Notes in the Exchange Offer and Consent Solicitation, and participate in the Term Loan Exchange Offer, as applicable, pursuant to a Transaction Support Agreement (the “Transaction Support Agreement”), dated April 18, 2024.

As of 5:00 p.m., New York City time, on April 18, 2024, approximately $15 million aggregate principal amount of Old Notes (or approximately 4.4% of the aggregate outstanding principal amount of the Old Notes) had been validly tendered pursuant to the Exchange Offer and Consent Solicitation and not withdrawn.

Only holders who have duly completed and submitted an eligibility letter (which may be found at www.dfking.com/cumulus) will be authorized to receive the Offering Memorandum and related letter of transmittal (the “Exchange Offer Documents”) and participate in the Exchange Offer. The eligibility letters will include certifications that the holder is either (1) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act of 1933 (the “Securities Act”) or (2) a non-“U.S. person” (as defined in Rule 902 under the Securities Act) located outside of the United States who is (i) not acting for the account or benefit of a U.S. person, (ii) a “non-U.S. qualified offeree” (as defined in the Exchange Offer Documents), and (iii) not a resident in Canada.