UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 11, 2019
CUMULUS MEDIA INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-24525 | 82-5134717 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) | ||
| 3280 Peachtree Road, NW, Suite 2200, Atlanta GA | 30305 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code (404) 949-0700
n/a
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Class A common stock, par value $0.0000001 per share |
CMLS | Nasdaq Global Market |
| Item 8.01. | Other Events. |
Cumulus Media Inc., a Delaware corporation (the “Company”), announced today that Cumulus Media New Holdings Inc., its indirect wholly owned subsidiary (the “Issuer”), plans to offer, subject to market conditions and other factors, $300 million in aggregate principal amount of senior secured first-lien notes due 2026 (the “Offering”).
The Issuer expects to use the net proceeds from the Offering to partially repay existing indebtedness under its senior secured term loan facility.
A copy of the press release, which was issued in connection with the Offering, is attached hereto as Exhibit 99.1 and incorporated herein by reference pursuant to and in accordance with Rule 135c under the Securities Act. Neither the press release nor this Current Report on Form 8-K constitutes an offer to sell or the solicitation of an offer to buy the Notes.
The Notes and the related guarantees have not been and will not be registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws. The Notes and related guarantees are being offered only to qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act, and outside the United States to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act.
Certain statements in this Current Report on Form 8-K 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 and may include, among other things, statements regarding our current expectations and beliefs as to our ability to consummate the Offering, the intended use of proceeds thereof and other future events. Any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual results may differ from those contained in or implied by the forward-looking statements as a result of various factors including, but not limited to, risks and uncertainties described from time to time in our filings with the Securities and Exchange Commission. Many of these risks and uncertainties are beyond our control, and the unexpected occurrence or failure to occur of any such events or matters could significantly alter our actual results of operations or financial condition. Any forward-looking statements in this press release are made only as of the date of this press release and Cumulus assumes no responsibility to update any forward-looking statement as a result of new information, future events or otherwise.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | ||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Cumulus Media Inc.. | ||||||||
| Date: June 11, 2019 | By: | /s/ John Abbot | ||||||
| Name: John Abbot Title: Executive Vice President, Treasurer and Chief Financial Officer | ||||||||
Exhibit 99.1
Cumulus Media Announces Launch of $300 Million Offering of
Senior Secured First-Lien Notes
Atlanta, GA – June 11, 2019 – Cumulus Media Inc. (NASDAQ: CMLS) (the “Company”, “Cumulus”, “we”, “us” or “our”) announced today that Cumulus Media New Holdings Inc., its indirect wholly owned subsidiary (the “Issuer”), plans to offer, subject to market conditions and other factors, $300 million in aggregate principal amount of senior secured first-lien notes due 2026 (the “Notes”). The Issuer expects to use the net proceeds of the offering to partially repay existing indebtedness under its senior secured term loan facility.
The Notes will be fully and unconditionally guaranteed by the Issuer’s direct parent and each of the Issuer’s direct and indirect subsidiaries that is a guarantor under the senior secured term loan facility. The Notes and the related guarantees will be secured on a first-priority basis (subject to certain exceptions) by liens on substantially all of the assets of the Issuer and the guarantors other than certain assets secured on a first-priority basis under the Issuer’s asset-based revolving credit facility.
The Notes have not been, and will not be, registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration.
The Notes and related guarantees will be offered in a private offering exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Notes will be offered and sold only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and to certain persons outside the United States in reliance on Regulation S under the Securities Act.
This press release is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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 and may include, among other things, statements regarding our current expectations and beliefs as to our ability to consummate the offering of Notes, the intended use of proceeds thereof and other future events. Any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual results may differ from those contained in or implied by the forward-looking statements as a result of various factors including, but not limited to, risks and uncertainties described from time to time in our filings with the Securities and Exchange Commission. Many of these risks and uncertainties are beyond our control, and the unexpected occurrence or failure to occur of any such events or matters could significantly alter our actual results of operations or financial condition. Any forward-looking statements in this press release are made only as of the date of this press release and Cumulus assumes no responsibility to update any forward-looking statement as a result of new information, future events or otherwise.
###