CUMULUS MEDIA INC CMLS

election_required = True...Shares, will I be subject to proration? If you own, beneficially or of record, fewer than 100 Shares in the aggregate, you properly tender all of these Shares at or below the Purchase Price and do not properly withdraw them before the Expiration Date, and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, we will purchase all of your Shares without subjecting them to the proration procedure, upon the terms and subject to the conditions of the Offer. See Section 1. What happens if the number of Shares tendered in the Offer would result in an aggregate purchase price of more than $25...

expiry = 2022-06-03...OR CASH BY CUMULUS MEDIA INC. OF UP TO $25,000,000 OF ITS CLASS A COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $16.50 PER SHARE AND NOT LESS THAN $14.50 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON JUNE 3, 2022, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). Cumulus Media Inc., a Delaware corporation (the “Company,” “Cumulus,” “we,” “us,” or “our”), is offering to purchase shares of its Class A...

listed = True...April 29, 2022 (which includes Potential Shares). The Offer is not conditioned on the receipt of financing or any minimum value of Shares being tendered. The Offer, however, is subject to other conditions. See Section 7, “Conditions of the Offer.” The Shares are listed on the Nasdaq Global Market (“Nasdaq”) and trade under the symbol “CMLS”. On May 5, 2022, the last reported sale price of the Shares on Nasdaq was $15.38 per Share, which is above the $14.50 per Share lower end of the price range for the Offer. Accordingly, an election to accept the Purchase Price determined in the Offer may lower the Purchase Price to a price below...

mechanism = DUTCH...) 3 cmls_preliminaryresultspre.htm EX-99.(A)(5)(C) Document Cumulus Media Announces Preliminary Results of Tender Offer ATLANTA, GA — June 6, 2022 – Cumulus Media Inc. (NASDAQ: CMLS) (the "Company” or "Cumulus") today announced the preliminary results of its "modified Dutch auction" tender offer, which expired at midnight, New York City time, on June 3, 2022. This tender offer is an initial step in the execution of the Company’s previously announced $50 million share repurchase program. Based on the preliminary count by Continental Stock Transfer & Trust Company, the depositary for the tender offer, a total of 5,56...

mechanism = DUTCH...-99.(A)(5)(D) 3 cmls_preliminaryresultspre.htm EX-99.(A)(5)(D) Document Cumulus Media Announces Final Results of Tender Offer ATLANTA, GA - June 9, 2022 - 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, on June 3, 2022. The tender offer was an initial step in the execution of the Company’s previously announced $50 million share repurchase program. Based on the final count by Continental Stock Transfer & Trust Company, the depositary for the tender offer, the Company has accep...

mechanism = DUTCH...Share price range or to purchase additional Shares, subject to applicable law. See Sections 1 and 14. What will be the Purchase Price for the Shares and what will be the form of payment? We are conducting this Offer by means of a procedure commonly called a “modified Dutch auction.” This procedure allows you to select the price, within a price range specified by us, at which you are willing to sell your Shares or to tender your Shares at the Purchase Price determined pursuant to the Offer. We are offering to purchase Shares for cash up to an aggregate purchase price of $25,000,000, at a per Share price not greater...

must_tender_all = True...ior to the Expiration Date would result in an aggregate purchase price of more than $25,000,000, we will purchase Shares at the Purchase Price in the following order of priority: • First, we will purchase all odd lots of less than 100 Shares from shareholders who properly tender all of their Shares at or below the Purchase Price and who do not properly withdraw them before the Expiration Date (tenders of less than all of the Shares owned, beneficially or of record, by any such Odd Lot Holder will not qualify for this preference) (the “Preferred Odd Lots”); • Second, after purchasing all the Preferred Odd Lots that were properly ten...

price = USD 14.5...nt by Continental Stock Transfer & Trust Company, the depositary for the tender offer, a total of 5,561,072 shares of the Company’s Class A common stock were validly tendered at a purchase price of $14.50 per share and not validly withdrawn, including 110,122 shares of the Company’s Class A common stock that were tendered through notice of guaranteed delivery. These shares represent approximately 29.6% of the Company’s outstanding...

price = USD 14.5...al Stock Transfer & Trust Company, the depositary for the tender offer, the Company has accepted for payment a total of 1,724,137 shares of the Company’s Class A common stock at a purchase price of $14.50 per share, for an aggregate cost of approximately $25 million. These shares represent approximately 8.7% of the Company’s outstanding Class A common stock as of June 3, 2022. The shares were accepted for purchase on a pro rata ba...

priority = True...er”). Upon the terms and subject to the conditions of the Offer, promptly after the Expiration Date, we will determine a single price per Share (the “Purchase Price”), which will be not greater than $16.50 and not less than $14.50 per Share, that we will pay, subject to “odd lot” priority, proration and conditional tender provisions described in this Offer to Purchase, for Shares properly tendered at or below the Purchase Price in the Offer and not properly withdrawn, and accepted for payment, taking into account the number of Shares tendered pursuant to the Offer and the prices specified, or deemed specified, by the tend...

threshold = 100...res, it is likely that they have earlier deadlines for giving instructions with respect to the Offer and you should contact your broker, dealer, commercial bank, trust company or other nominee as soon as possible to determine what their deadlines may be. If I own fewer than 100 Shares and I tender all of my Shares, will I be subject to proration? If you own, beneficially or of record, fewer than 100 Shares in the aggregate, you properly tender all of these Shares at or below the Purchase Price and do not properly withdraw them before the Expiration Date, and you complete the section entitled “Odd Lots” in the Letter o...

txn_type = TENDER_OFFEREX-99.(A)(5)(C) 3 cmls_preliminaryresultspre.htm EX-99.(A)(5)(C) Document Cumulus Media Announces Preliminary Results of Tender Offer ATLANTA, GA — June 6, 2022 – Cumulus Media Inc. (NASDAQ: CMLS) (the "Company” or "Cumulus") today announced the preliminary results of its "modified Dutch auction" tender offer, which expired at midnight, New York City time, on June 3, 2022. This tender offer is an initial step in the execution of the Company’s previously announced $50 m...

txn_type = TENDER_OFFEREX-99.(A)(5)(D) 3 cmls_preliminaryresultspre.htm EX-99.(A)(5)(D) Document Cumulus Media Announces Final Results of Tender Offer ATLANTA, GA - June 9, 2022 - 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, on June 3, 2022. The tender offer was an initial step in the execution of the Company’s previously announced $50 million...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 d356398dex99a1a.htm EXHIBIT (A)(1)(A) Exhibit (a)(1)(A) Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH BY CUMULUS MEDIA INC. OF UP TO $25,000,000 OF ITS CLASS A COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $16.50 PER SHARE AND NOT LESS THAN $14.50 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON JUNE 3, 2022, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS T...