SC TO-I/A

_________________________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________________________________________

Schedule TO

(Amendment No. 2)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

__________________________________________________________________

Cumulus Media Inc.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Class A common stock, par value $0.0000001

(Title of Class of Securities)

231082801

(CUSIP Number of Class of Securities)

Richard S. Denning

Executive Vice President, General Counsel and Secretary

Cumulus Media Inc.

780 Johnson Ferry Road, N.E., Suite 500

Atlanta, Georgia 30342

(404) 949-0700

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

Mark L. Hanson, Esq.

Jones Day

1220 Peachtree Street, N.E., Suite 400

Atlanta, Georgia 30309

(404) 581-8573

Check the appropriate boxes below to designate any transactions to which the statement relates:
 

☐	third-party tender offer subject to Rule 14d–1.
☒	issuer tender offer subject to Rule 13e–4.
☐	going-private transaction subject to Rule 13e–3.
☐	amendment to Schedule 13D under Rule 13d–2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐	Rule 13e–4(i) (Cross-Border Issuer Tender Offer)
☐	Rule 14d–1(d) (Cross-Border Third-Party Tender Offer)

AMENDMENT NO. 2 TO SCHEDULE TO

This Amendment No. 2 (the “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO (as amended, the “Schedule TO”) originally filed with the United States Securities and Exchange Commission (the “SEC”) by Cumulus Media Inc., a Delaware corporation (the “Company”), on May 6, 2022, in connection with the Company’s offer to purchase for cash up to an aggregate purchase price of $25,000,000 of its Class A common stock, par value $0.0000001 per share (each, a “Share” and collectively, the “Shares”), at a per Share price not greater than $16.50 and not less than $14.50, to the tendering shareholder in cash, less any applicable withholding taxes and without interest.

The Company’s offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 6, 2022 (together with any amendments or supplements thereto, the “Offer to Purchase”), and in the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal”), copies of which were previously filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which together, as amended or supplemented constitute the “Offer”).

This Amendment No. 2 is being filed to supplement the Schedule TO in connection with the announcement of the final results of the Offer, which expired at 12:00 midnight, New York City time, at the end of the day on June 3, 2022 (the “Expiration Date”).

Only those items amended or supplemented are reported in this Amendment No. 2. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged and this Amendment No. 2 does not modify any of the information previously reported on the Schedule TO. You should read this Amendment No. 2 together with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.

ITEM 11. Additional Information.

Item 11 is hereby amended and supplemented as follows:

On June 9, 2022, the Company issued a press release announcing the final results of the Offer which expired on the Expiration Date. A copy of such press release is filed as Exhibit (a)(5)(D) to this Schedule TO and is incorporated herein by reference.

ITEM 12. Exhibits.

Exhibit Number	Description
(a)(5)(D)	Press Release issued by the Company on June 9, 2022.
107	Filing Fee Table.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

CUMULUS MEDIA INC.
By:	/s/  Richard S. Denning
Name:	Richard S. Denning
Title:	Executive Vice President, General Counsel and Secretary

Date: June 9, 2022

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

SC TO-I

(Form Type)

Cumulus Media Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Transaction Valuation

	Transaction Valuation		Fee Rate		Amount of filing fee
Fees to Be Paid	$	25,000,000.00(1)		$92.70 per $1,000,000.00	$2,317.50
Fees Previously Paid					$2,317.50(2)
Total Transaction Value					$25,000,000.00
Total Fees Due for Filing					$2,317.50
Total Fees Previously Paid					$2,317.50(2)
Total Fee Offsets					—
Net Fee Due					—

(1) The transaction value is estimated for purposes of calculating the amount of the filing fee only. The amount is based upon the offer to purchase up to $25,000,000 of shares of Class A common stock.

(2) The fee of $2,317.50 was paid in connection with the filing of the Schedule TO-I by the Company on May 6, 2022.

EX-99.(A)(5)(D)

Cumulus Media Announces Final Results of Tender Offer

ATLANTA, GA - June 9, 2022 - Cumulus Media Inc. (NASDAQ: CMLS) (the "Company” or "Cumulus") today announced the final results of its "modified Dutch auction" tender offer, which expired at midnight, New York City time, on June 3, 2022. The tender offer was an initial step in the execution of the Company’s previously announced $50 million share repurchase program.

Based on the final count by Continental Stock Transfer & Trust Company, the depositary for the tender offer, the Company has accepted for payment a total of 1,724,137 shares of the Company’s Class A common stock at a purchase price of $14.50 per share, for an aggregate cost of approximately $25 million. These shares represent approximately 8.7% of the Company’s outstanding Class A common stock as of June 3, 2022. The shares were accepted for purchase on a pro rata basis, and the resulting proration factor, after giving effect to the priority for odd lot shares, was 16.68%. The Depositary will promptly pay for all shares accepted for payment and will return all other shares tendered.

About Cumulus Media

Cumulus Media (NASDAQ: CMLS) is an audio-first media company delivering premium content to over a quarter billion people every month — wherever and whenever they want it. Cumulus Media engages listeners with high-quality local programming through 406 owned-and-operated radio stations across 86 markets; delivers nationally-syndicated sports, news, talk, and entertainment programming from iconic brands including the NFL, the NCAA, the Masters, CNN, the AP, the Academy of Country Music Awards, and many other world-class partners across more than 9,500 affiliated stations through Westwood One, the largest audio network in America; and inspires listeners through the Cumulus Podcast Network, its rapidly growing network of original podcasts that are smart, entertaining and thought-provoking. Cumulus Media provides advertisers with personal connections, local impact and national reach through broadcast and on-demand digital, mobile, social, and voice-activated platforms, as well as integrated digital marketing services, powerful influencers, full-service audio solutions, industry-leading research and insights, and live event experiences. Cumulus Media is the only audio media company to provide marketers with local and national advertising performance guarantees. For more information visit www.cumulusmedia.com.

Forward-looking statements

Certain statements in this release may constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Such statements are statements other than historical fact and relate to our intent, belief or current expectations. Any such forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors that may cause actual results, performance or achievements to differ from those contained in or implied by the forward-looking statements as a result of various factors. Such factors include, among others, risks and uncertainties related to the payment for shares tendered in the tender offer by the depositary, Cumulus’s ability to achieve the benefits contemplated by the tender offer and other risk factors described under “Risk Factors” in Cumulus’s Form 10-K for the year ended December 31, 2021 as

well as in Cumulus’s other filings with the Securities and Exchange Commission. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond Cumulus’s control, and the unexpected occurrence or failure to occur of any such events or matters could cause our actual results, performance, financial condition or achievements to differ materially from those expressed or implied by such forward-looking statements. Cumulus assumes no responsibility to update any forward-looking statements, which are based upon expectations as of the date hereof, as a result of new information, future events or otherwise.

For further information, please contact:

Cumulus Media Inc.

Investor Relations Department

IR@cumulus.com

404-260-6600