-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TNb5mT5tGpEfeTwO5LuIokZIgaIGS8TNzys0e67ON1ZuxuxNkUE9HIfZte9rR219 yoZD6xTmX6qv3b6dCdvpJQ== 0000950144-06-006177.txt : 20060623 0000950144-06-006177.hdr.sgml : 20060623 20060623171224 ACCESSION NUMBER: 0000950144-06-006177 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060623 ITEM INFORMATION: Other Events FILED AS OF DATE: 20060623 DATE AS OF CHANGE: 20060623 FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24525 FILM NUMBER: 06922812 BUSINESS ADDRESS: STREET 1: 3535 PIEDMONT ROAD STREET 2: BUILDING 14, FOURTEENTH FLOOR CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 4049490700 MAIL ADDRESS: STREET 1: 3535 PIEDMONT ROAD STREET 2: BUILDING 14, FOURTEENTH FLOOR CITY: ATLANTA STATE: GA ZIP: 30305 8-K 1 g02182e8vk.htm CUMULUS MEDIA INC. CUMULUS MEDIA INC.
 

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 23, 2006
 
   
CUMULUS MEDIA INC.
 
(Exact name of registrant as specified in its charter)
         
Delaware   000-24525   36-4159663
         
(State or other jurisdiction   (Commission File Number)   (IRS employer
of incorporation)       Identification No.)
     
14 Piedmont Center, Suite 1400, Atlanta, Georgia   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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Section 8 — Other Events
Item 8.01 — Other Events.
     As previously announced, on June 7, 2006, Cumulus Media Inc. (the “Company”) entered into a Credit Agreement (the “Credit Agreement”), dated as of June 7, 2006, by and among the Company, as borrower, the lenders party thereto, Bank of America, N.A., as administrative agent, Banc of America Securities LLC and Wachovia Capital Markets, LLC, as joint lead arrangers and joint bookrunners, Wachovia Bank, National Association, as syndication agent, and the co-documentation agents named therein. Funding under the Credit Agreement was subject to conditions customary for financing transactions of this nature, and also was subject to the additional condition that shares of Class A Common Stock were accepted for payment in the Company’s previously announced tender offer.
     On June 23, 2006, the Company announced that it had accepted for purchase 11,500,000 shares of its Class A Common Stock pursuant to the tender offer at a purchase price of $11.50 per share. All conditions to funding under the Credit Agreement have been satisfied, and the Company had made initial borrowings of approximately $722.3 million, which it used to repay all amounts owed under its existing credit facilities and to pay for the shares being purchased in the tender offer. The Company expects to borrow an additional $57.5 million to purchase 5,000,000 shares of its Class B Common Stock, pursuant to a stock purchase agreement, dated May 9, 2006, between the Company, BA Capital Company, L.P. and Banc of America Capital Investors SBIC, L.P., which is scheduled to be completed on June 29, 2006.

 

 

SIGNATURES
     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.
 		  
  By:   /s/ Richard S. Denning    
    Name:   Richard S. Denning   
    Title:   Vice President, General Counsel and Secretary   
 
Date: June 23, 2006

 

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