0000950103-14-003650.txt : 20140527 0000950103-14-003650.hdr.sgml : 20140526 20140527204537 ACCESSION NUMBER: 0000950103-14-003650 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20140522 FILED AS OF DATE: 20140527 DATE AS OF CHANGE: 20140527 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CUMULUS MEDIA INC CENTRAL INDEX KEY: 0001058623 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 364159663 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3280 PEACHTREE ROAD N.W. STREET 2: SUITE 2300 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 4049490700 MAIL ADDRESS: STREET 1: 3280 PEACHTREE ROAD N.W. STREET 2: SUITE 2300 CITY: ATLANTA STATE: GA ZIP: 30305 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cassidy Brian P CENTRAL INDEX KEY: 0001608356 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24525 FILM NUMBER: 14871239 MAIL ADDRESS: STREET 1: C/O CRESTVIEW ADVISORS, L.L.C. STREET 2: 667 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 3 1 edgar.xml PRIMARY DOCUMENT X0206 3 2014-05-22 0 0001058623 CUMULUS MEDIA INC CMLS 0001608356 Cassidy Brian P C/O CRESTVIEW ADVISORS, L.L.C. 667 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10065 1 0 0 0 Class A Common Stock, par value $0.01 per share 0 I See Footnote Warrants to purchase Class A Common Stock 4.32 2011-09-16 2021-09-16 Class A Common Stock, par value $0.01 per share I See Footnote See Exhibit 99.1 for the text of footnote (1). /s/ Ross A. Oliver, as Attorney-in-Fact 2014-05-27 EX-24 2 dp4622_ex24.htm POWER OF ATTORNEY Unassociated Document
Exhibit 24

POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby constitutes and appoints each of Ross A. Oliver and Evelyn C. Pellicone as the undersigned’s true and lawful attorneys-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a director of Cumulus Media Inc. (the “Company”), Forms 3, 4 and 5, including any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder (the “Exchange Act”);

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto and timely file such form with the United States Securities and Exchange Commission and the applicable stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of any of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by any of such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as any of such attorneys-in-fact may approve in his discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to act separately and to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that any of such attorneys-in-fact, or the substitute or substitutes of any of such attorneys-in-fact, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 5th day of May, 2014.


 
Signature:
  
/s/ Brian P. Cassidy
Name:
  
Brian P. Cassidy

EX-99 3 dp4622_ex99-1.htm Unassociated Document
Exhibit 99.1
 
The reporting person is a member of the board of directors of the issuer and is a Partner of Crestview, L.L.C., which is the general partner of Crestview Partners II GP, L.P., which serves as the general partner of Crestview Partners II, L.P., Crestview Partners II (TE), L.P., Crestview Partners II (FF), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P. (collectively, the "Crestview Funds"). Each of the Crestview Funds is a member of Crestview Radio Investors, LLC, which directly beneficially owns 60,635,311 shares of Class A Common Stock and 7,815,553 warrants of the issuer (as adjusted pursuant to the terms of the Warrant, dated September 16, 2011, as previously filed as Exhibit 4.5 to the Issuer's Current Report on Form 8-K filed with the Securities Exchange Commission on September 22, 2011, to reflect the Issuer's underwritten public offering on October 16, 2013 of shares of Class A Common Stock of the Issuer). The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.