CUMULUS MEDIA Announces Upsizing and Pricing of $500 Million Offering of Senior Secured First-Lien Notes

Atlanta, GA – June 12, 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”), has priced $500 million in aggregate principal amount of 6.750% senior secured first-lien notes due 2026 (the “Notes”). This represents an increase of $200 million over the amount previously announced. The sale of the Notes is expected to close on June 26, 2019, subject to customary closing conditions. 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, subject to the terms of the Indenture. 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 were 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 were 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.

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