0001193125-19-161581.txt : 20190531 0001193125-19-161581.hdr.sgml : 20190531 20190530202255 ACCESSION NUMBER: 0001193125-19-161581 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190530 ITEM INFORMATION: Other Events FILED AS OF DATE: 20190531 DATE AS OF CHANGE: 20190530 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: 001-38108 FILM NUMBER: 19868238 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 8-K 1 d754399d8k.htm 8-K 8-K

 

 

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): May 30, 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.

On May 16, 2019, Cumulus Media New Holdings Inc. (the Company”), an indirect wholly-owned subsidiary of Cumulus Media Inc. (“Parent”) and certain other subsidiaries of Parent, entered into an amendment (the “Credit Agreement Amendment”) to the credit agreement, dated June 4, 2018 (the “Credit Agreement”), governing the Company’s senior secured term loan facility with Wilmington Trust, N.A., as administrative agent, and the lenders from time to time party thereto (the “Term Loan”). The Credit Agreement Amendment amends the Credit Agreement to, among other things, permit the issuance of indebtedness to the extent the proceeds of such indebtedness are used to refinance all or a portion of the Term Loan, subject to certain conditions as described more fully therein. The Credit Agreement Amendment also amends the Credit Agreement to require the Company and its subsidiaries to use the net cash proceeds received from the Company’s previously announced divestiture of stations to Educational Media Foundation to pay down the Term Loan.

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: May 30, 2019     By:   /s/ John Abbot
        Name:   John Abbot
        Title:  

Executive Vice President, Treasurer and

Chief Financial Officer