Item 2.01. Completion of Acquisition or Disposition of Assets.
On October 1, 2020, Cumulus Media Inc. (the "Company") announced the initial
closing under the Company's previously announced agreement, dated August 7,
2020, by and among Cumulus Media New Holdings Inc. ("Holdings"), an indirect
wholly-owned subsidiary of the Company, and Vertical Bridge REIT, LLC ("Buyer")
and VB Nimbus, LLC, each an affiliate of Vertical Bridge Holdings, LLC, for the
sale of substantially all of the Company's broadcast communications tower sites
and certain other related assets for approximately $213 million. In the initial
closing, the Company sold approximately 96% of the tower sites and related
assets subject to the sale, in exchange for approximately $208 million in gross
proceeds.
Simultaneously with the initial closing, the Company entered into an agreement
(the "Master Lease Agreement"), dated September 30, 2020, by and among Holdings
and Buyer, for the Company's continued use of substantially all of the towers
that were sold, pursuant to which the Company has agreed to make annual lease
payments of $13.2 million, subject to customary escalators, and which will be
accounted for as (i) a reduction of the financial liability and interest
expense, (ii) a loss of annual tenant revenues of $2.2 million and (iii) a $2.3
million annual reduction of operating expenses of which $1.5 million is non-cash
intangible amortization. The Company will also record non-cash imputed rental
income for certain tower sites where the Company will continue to use a portion
of the tower along with other existing and future tenants. The initial term of
the Master Lease Agreement is ten (10) years, followed by five (5) option
periods of five (5) years each.
The Company expects that one or more subsequent closings for the remaining tower
sites will occur by the end of the second quarter of 2021.
After transaction fees and expenses and related costs, the Company received
approximately $202 million in net proceeds at the initial closing. The Company
utilized a portion of the net proceeds to pay down approximately $49 million of
its Term Loan Credit Facility due 2026 (the "Term Loan") at par, and intends to
undertake an asset sale tender offer (the "Tender Offer") to purchase up to $47
million of 6.75% Senior Secured First Lien Notes (the "6.75% Notes") at par with
the remaining net proceeds, as required by the terms of the Term Loan and the
indenture governing the 6.75% Notes. The Company expects that any amount of the
proceeds offered but not accepted under the Tender Offer will instead be used to
pay down additional amounts outstanding under the Term Loan. Net proceeds of the
sale related to assets that are not being leased are subject to a 12-month
reinvestment right.
This Current Report on Form 8-K does not constitute a notice of redemption under
the optional redemption provisions of the indenture governing the 6.75% Notes,
nor does it constitute an offer to sell, or a solicitation of an offer to buy,
any security. No offer, solicitation, or sale will be made in any jurisdiction
in which such an offer,
solicitation, or sale would be unlawful.
Item 7.01 Regulation FD Disclosure.
On October 1, 2020, the Company issued a press release announcing the completion
of the initial closing. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated into this Item 7.01 by reference.
The information set forth under this Item 7.01 is being furnished and shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, except as shall be expressly set forth by specific
reference in such filing.
Item 9.01 - Financial Statements and Exhibits.
Exhibits.
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Number Exhibit
99.1 Press release, dated October 1, 2020
104 Cover Page Interactive Data File
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CUMULUS MEDIA INC. 
