SC TO-I/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule TO

(RULE 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Cumulus Media Inc.

(Name of Subject Company (Issuer))

Cumulus Media Inc.

(Names of Filing Persons (Offeror))

Class A common stock, par value $0.0000001 per share

(Title of Class of Securities)

231082801

(CUSIP Number of Class of Securities)

Richard S. Denning

Executive Vice President, Secretary & General Counsel

Cumulus Media Inc.

780 Johnson Ferry Road, NE, 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

1221 Peachtree Street, N.E., Suite 400

Atlanta, Georgia 30361

(404) 581-8573

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

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 by Cumulus Media Inc., a Delaware corporation (the “Company”), on May 12, 2023, in connection with the Company’s offer to purchase for cash up to an aggregate purchase price of $10,000,000 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 $3.25 and not less than $2.85, 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 12, 2023 (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 9, 2023 (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 related Letter of Transmittal.

ITEM 11.    Additional Information.

Item 11 is hereby amended and supplemented as follows:

On June 14, 2023, 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)(C) to this Schedule TO and is incorporated herein by reference.

ITEM 12.    Exhibits.

Exhibit Number	Description
(a)(5)(C)	Press Release issued by the Company on June 14, 2023
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/ Francisco J. Lopez-Balboa
Name:	Francisco J. Lopez-Balboa
Title:	Executive Vice President and Chief Executive Officer

Date: June 14, 2023

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	$10,000,000(1)	$110.20 per $1,000,000	$1,102
Fees Previously Paid	—		$1,102(2)
Total Transaction Valuation	$10,000,000(1)
Total Fees Due for Filing			$1,102
Total Fees Previously Paid			$1,102(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 $10,000,000 of shares of Class A common stock.

(2) The fee of $1,102 was paid in connection with the filing of the Schedule TO-I by the Company on May 12, 2023.

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

Cumulus Media Announces Final Results of Tender Offer

ATLANTA, GA — June 14, 2023 – 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, at the end of the day on June 9, 2023.

Based on the final count by Continental Stock Transfer & Trust Company, the depositary for the tender offer, in accordance with the terms and conditions of the tender offer, the Company has accepted for payment a total of 1,745,005 shares of the Company’s Class A common stock, at a final purchase price of $3.25 per share, for an aggregate cost of approximately $5.7 million, excluding fees and expenses relating to the tender offer. These shares represent approximately 9.8% of the Company’s outstanding Class A common stock as of June 13, 2023. As the Company accepted for purchase all of the shares that were properly tendered and not properly withdrawn at or below the purchase price of $3.25 per share, there is no proration factor. The depositary will promptly pay for all shares accepted for payment.

BofA Securities, Inc. acted as the dealer manager for the tender offer and D.F. King & Co., Inc. served as the information agent.

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 404 owned-and-operated radio stations across 85 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 9,400 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 primarily with respect to our future operating, financial, and strategic performance and our plans and objectives, including with regard to returning capital to shareholders. 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. We are subject to additional risks and uncertainties described in our quarterly and annual reports filed with the Securities and Exchange Commission from time to time, including in the “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections contained therein. 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 the Company’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