Cumulus Media Announces Agreement to Eliminate Substantially All Remaining Debt and Significantly Strengthen Financial Position

Rhea-AI Summary

Cumulus Media (OTCQB:CMLS) entered a restructuring support agreement to eliminate approximately $600 million of debt via a streamlined prepackaged Chapter 11 process filed March 5, 2026. The Plan calls for cancellation of 100% of existing funded indebtedness in exchange for 100% of reorganized equity and $50 million of new convertible notes, plus an amended asset-based revolving credit facility to provide continued liquidity. Cumulus expects a court hearing within 60 days and emergence following required Federal Communications Commission approvals. Operations will continue in the ordinary course during the process.

Positive

• Elimination of approximately $600 million of debt
• Debt-for-equity swap: cancellation for 100% reorganized equity
• Issuance of $50 million in convertible notes and amended ABL liquidity

Negative

• Commencement of prepackaged Chapter 11 bankruptcy proceedings (March 5, 2026)
• Emergence conditioned on Federal Communications Commission approvals
• Reorganization converts debt to equity, materially altering capital structure

Key Figures

Debt eliminated: approximately $600 million New convertible notes: $50 million Plan hearing window: 60 days +5 more

8 metrics

Debt eliminated approximately $600 million Debt reduction under restructuring support agreement

New convertible notes $50 million Issued in exchange for cancelled funded indebtedness

Plan hearing window 60 days Expected Court hearing timing from Chapter 11 filing date

Existing funded indebtedness 100% To be cancelled in exchange for reorganized equity and notes

Q3 2025 net revenue $180.3 million Quarterly revenue, down 11.5% year over year

Q3 2025 net loss $20.4 million Compared with $10.3 million net loss a year ago

2029 debt maturities $673.2 million Longer-dated debt referenced in prior 10-Q filing

Revolver outstanding $59.3 million Outstanding under $125.0 million 2020 Revolving Credit Facility

Market Reality Check

Price: $0.0783 Vol: Volume 54,005 is 1.67x th...

high vol

$0.0783 Last Close

Volume Volume 54,005 is 1.67x the 20-day average, signaling elevated pre-news activity. high

Technical Trading below 200-day MA of 0.12, with shares at 0.078282 ahead of the filing.

Peers on Argus

Pre-news, CMLS was down 2.13% while peers were mixed: SBSAA up 106.33%, FHLD dow...

Pre-news, CMLS was down 2.13% while peers were mixed: SBSAA up 106.33%, FHLD down 9.28%, SALM up 3.65%, others flat. This points to a CMLS-specific situation rather than a sector-wide move.

Historical Context

5 past events · Latest: Feb 17 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 17	Digital content launch	Positive	-9.0%	Launch of Mark Levin’s Liberty’s Voice digital vodcast series.
Feb 07	Sports programming update	Positive	+2.8%	Update on Westwood One’s Super Bowl LX game-day coverage.
Feb 05	Super Bowl coverage	Positive	+10.1%	Announcement of national radio coverage plans for Super Bowl LX.
Jan 22	NFL events coverage	Positive	+1.7%	Plans to broadcast NFL Championship Sunday with long-running partnership.
Jan 21	AI partnership	Positive	-5.8%	Joint partnership with Eon Media on AI-driven audio initiatives.

Pattern Detected

Recent positive programming and partnership announcements often saw modest price gains, but some upbeat digital and content initiatives coincided with negative reactions.

Recent Company History

Over the last few months, CMLS focused on sports programming and digital expansion. Announcements around NFL Championship Sunday on Jan 22 and early Super Bowl LX coverage on Feb 5 coincided with positive moves of 1.66% and 10.1%. A Super Bowl update on Feb 7 also saw a 2.83% gain. By contrast, the AI-driven partnership with Eon Media on Jan 21 and the Mark Levin vodcast launch on Feb 17 were followed by declines of 5.77% and 8.99%, underscoring inconsistent reactions to strategic news.

Market Pulse Summary

This announcement outlines a comprehensive prepackaged Chapter 11 process intended to cancel 100% of...

Analysis

This announcement outlines a comprehensive prepackaged Chapter 11 process intended to cancel 100% of Cumulus’s funded indebtedness, issue $50 million of new convertible notes, and amend its asset-based revolver. Context from prior filings showed meaningful revenue pressure and sizable long-dated debt. Investors may focus on court approval of the Plan of Reorganization, required FCC clearances, and how the post-emergence capital structure supports ongoing content investment and digital growth initiatives.

Key Terms

restructuring support agreement, plan of reorganization, convertible notes, asset-based revolving credit facility, +1 more

5 terms

restructuring support agreement financial

"entered into a comprehensive restructuring support agreement (the “RSA” or the “Agreement”)"

A restructuring support agreement is a written deal between a company and its key creditors or stakeholders that lays out how debts, contracts, or ownership will be changed to fix the company’s finances. It matters to investors because it reduces uncertainty by signaling a negotiated path to solvency or debt relief—like neighbors agreeing on a repayment plan—so it influences how much creditors and shareholders are likely to recover and how quickly the company can move forward.

plan of reorganization regulatory

"filed a proposed Plan of Reorganization (the “Plan”) that incorporates the terms of the RSA"

A plan of reorganization is a formal blueprint used during bankruptcy to rearrange a company’s debts, assets and ownership so it can keep operating. It lays out who gets paid, what creditors and shareholders receive, and how the business will change going forward; think of it as a court-approved debt and recovery roadmap that decides whether investors keep value, receive new securities or cash, or lose their stake.

convertible notes financial

"in exchange for 100% of the Company’s reorganized equity and $50 million of new convertible notes"

Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.

asset-based revolving credit facility financial

"amendment and restatement of the Company’s asset-based revolving credit facility to provide continued liquidity"

A loan arrangement where a lender agrees to make funds available up to a set limit that a borrower can draw, repay, and draw again, with the amount available tied to the value of specific assets (like inventory, receivables, or equipment) pledged as collateral. It matters to investors because it provides flexible working capital while limiting risk exposure: the company can fund growth or cover shortfalls quickly, but borrowing capacity can shrink if asset values fall.

federal communications commission regulatory

"emerge from bankruptcy following receipt of required regulatory approvals from the Federal Communications Commission"

The Federal Communications Commission (FCC) is an independent U.S. government agency that oversees and sets rules for radio, television, satellite, cable and wireless communications across the country. Investors care because the FCC issues licenses, allocates spectrum and enforces rules that can create or limit market access, affect costs, and shape revenue opportunities for telecom, media and technology companies—think of it as the referee and traffic controller for the airwaves and networks companies use.

AI-generated analysis. Not financial advice.

Debt Reduction to be Executed Through a Streamlined Prepackaged Chapter 11 Process

ATLANTA, March 05, 2026 (GLOBE NEWSWIRE) -- Cumulus Media Inc. (OTCQB: CMLS) (the “Company,” “Cumulus,” “Cumulus Media,” “we,” “us,” or “our”) today announced that it has entered into a comprehensive restructuring support agreement (the “RSA” or the “Agreement”) with a group of its lenders to eliminate approximately $600 million of debt, substantially deleveraging its balance sheet and enhancing its ability to execute on strategic priorities. The Company will continue operating in the ordinary course throughout the process, with no impact to employees, partners, or listeners.

“While we have outperformed the market on many of our most important metrics, including share gains in both local and digital revenue, the broader macroeconomic and industry-wide pressures we have faced have remained unrelenting,” said Mary G. Berner, President and Chief Executive Officer of Cumulus Media. “Against that backdrop, it became clear that Cumulus’s remaining debt burden limited our ability to fully realize the Company’s potential, and this agreement represents a major step forward.”

Berner continued, “The prepackaged process is intended to address the Company’s debt efficiently with no disruption to our operations, our people, and our strategies. On emergence, a stronger financial foundation will better position Cumulus to continue investing in premium content, enriched audience experiences, advertiser performance enhancements, and the ongoing growth of our digital marketing offerings.”

To implement the Agreement, Cumulus and certain of its subsidiaries commenced prepackaged Chapter 11 proceedings in the United States Bankruptcy Court for the Southern District of Texas (the “Court”) on March 5, 2026. In conjunction with the Chapter 11 petitions, Cumulus has filed a proposed Plan of Reorganization (the “Plan”) that incorporates the terms of the RSA and is subject to approval by the Court. The requisite majority of debtholders committed to vote in favor of the Plan, which calls for the cancellation of 100% of the Company’s existing funded indebtedness in exchange for 100% of the Company’s reorganized equity and $50 million of new convertible notes, as well as the amendment and restatement of the Company’s asset-based revolving credit facility to provide continued liquidity. Cumulus expects that the Court will hold a hearing to consider the approval of the Plan within 60 days of the filing date and that the Company will emerge from bankruptcy following receipt of required regulatory approvals from the Federal Communications Commission.

Additional information regarding the restructuring is available at www.cumulus.com/restructuring.

About Cumulus Media

Cumulus Media is an audio-first media company delivering premium content to a quarter billion people every month — wherever and whenever they want it. Cumulus Media engages listeners with high-quality local programming through 394 owned-and-operated radio stations across 84 markets; delivers nationally-syndicated sports, news, talk, and entertainment programming from iconic brands including the NFL, the NCAA, the Masters, US Soccer, AP News, and the Academy of Country Music Awards, across more than 7,800 affiliated stations through Westwood One, a leading national audio network; and inspires listeners through the Cumulus Podcast Network, an established and influential platform for 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.

For more information, visit 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. 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 implementation of our strategic operating plans, the continued uncertain financial and economic conditions, the rapidly changing and competitive media industry, and the economy in general. 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 Media 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

FAQ

What did Cumulus Media (CMLS) announce on March 5, 2026 about its debt?

They announced a restructuring to eliminate about $600 million of debt through a prepackaged Chapter 11 process. According to the company, the Plan cancels 100% of funded indebtedness in exchange for 100% of reorganized equity and $50 million of convertible notes.

How will the Cumulus (CMLS) Plan affect the company’s liquidity and credit facilities?

The Plan amends and restates the asset-based revolving credit facility to provide continued liquidity. According to the company, the amended ABL plus the convertible notes aims to maintain operating cash flow during restructuring and emergence.

When does Cumulus (CMLS) expect court approval and emergence from Chapter 11?

Cumulus expects a court hearing to consider the Plan within 60 days of filing and emergence after required approvals. According to the company, emergence is also conditioned on receiving Federal Communications Commission approvals.

What does the issuance of $50 million in convertible notes mean for Cumulus shareholders?

The convertible notes provide new financing but also change the capital mix with potential conversion to equity. According to the company, holders will receive $50 million of new convertible notes alongside the reorganized equity under the Plan.

Will Cumulus (CMLS) continue normal operations during the restructuring?

Yes. The company will continue operating in the ordinary course with no impact to employees, partners, or listeners. According to the company, the prepackaged process is intended to be efficient and non-disruptive to operations.