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BACM I GP LLC 4

Accession 0000902135-06-000001

CIK 0001058623other
View on SEC.govCompany Profile

Filed

Jun 18, 8:00 PM ET

Accepted

Jun 19, 5:55 PM ET

Size

24.1 KB

Accession

0000902135-06-000001

Insider Transaction Report

Form 4
Period: 2006-06-15
CUMULUS MEDIA INCCMLS
BA EQUITY MANAGEMENT GP LLC
10% Owner
Transactions
  • Other

    Stock Purchase Agreement (sale of Class B Common Stock)

    2006-06-15+5,000,000→ 5,000,000 total
    Exercise: $11.50From: 2006-06-29Exp: 2006-08-15→ Class A Common Stock (5,000,000 underlying)
Holdings

  • Class B Common Stock

    → Class A Common Stock (11,630,759 underlying)
    11,630,759

  • Class A Common Stock

    840,250
BA CAPITAL CO LP
Director10% Owner
Transactions
  • Other

    Stock Purchase Agreement (sale of Class B Common Stock)

    2006-06-15+5,000,000→ 5,000,000 total
    Exercise: $11.50From: 2006-06-29Exp: 2006-08-15→ Class A Common Stock (5,000,000 underlying)
Holdings

  • Class A Common Stock

    840,250

  • Class B Common Stock

    → Class A Common Stock (11,630,759 underlying)
    11,630,759
BA SBIC MANAGEMENT LLC
10% Owner
Transactions
  • Other

    Stock Purchase Agreement (sale of Class B Common Stock)

    2006-06-15+5,000,000→ 5,000,000 total
    Exercise: $11.50From: 2006-06-29Exp: 2006-08-15→ Class A Common Stock (5,000,000 underlying)
Holdings

  • Class B Common Stock

    → Class A Common Stock (11,630,759 underlying)
    11,630,759

  • Class A Common Stock

    840,250
BANC OF AMERICA CAPITAL MANAGEMENT LP
10% Owner
Transactions
  • Other

    Stock Purchase Agreement (sale of Class B Common Stock)

    2006-06-15+5,000,000→ 5,000,000 total
    Exercise: $11.50From: 2006-06-29Exp: 2006-08-15→ Class A Common Stock (5,000,000 underlying)
Holdings

  • Class B Common Stock

    → Class A Common Stock (11,630,759 underlying)
    11,630,759

  • Class A Common Stock

    840,250
BA EQUITY MANAGEMENT LP
10% Owner
Transactions
  • Other

    Stock Purchase Agreement (sale of Class B Common Stock)

    2006-06-15+5,000,000→ 5,000,000 total
    Exercise: $11.50From: 2006-06-29Exp: 2006-08-15→ Class A Common Stock (5,000,000 underlying)
Holdings

  • Class B Common Stock

    → Class A Common Stock (11,630,759 underlying)
    11,630,759

  • Class A Common Stock

    840,250
BACM I GP LLC
10% Owner
Transactions
  • Other

    Stock Purchase Agreement (sale of Class B Common Stock)

    2006-06-15+5,000,000→ 5,000,000 total
    Exercise: $11.50From: 2006-06-29Exp: 2006-08-15→ Class A Common Stock (5,000,000 underlying)
Holdings

  • Class B Common Stock

    → Class A Common Stock (11,630,759 underlying)
    11,630,759

  • Class A Common Stock

    840,250
HAIN J TRAVIS
10% Owner
Transactions
  • Other

    Stock Purchase Agreement (sale of Class B Common Stock)

    2006-06-15+5,000,000→ 5,000,000 total
    Exercise: $11.50From: 2006-06-29Exp: 2006-08-15→ Class A Common Stock (5,000,000 underlying)
Holdings

  • Class B Common Stock

    → Class A Common Stock (11,630,759 underlying)
    11,630,759

  • Class A Common Stock

    840,250
Banc of America Capital Management SBIC, LLC
10% Owner
Transactions
  • Other

    Stock Purchase Agreement (sale of Class B Common Stock)

    2006-06-15+5,000,000→ 5,000,000 total
    Exercise: $11.50From: 2006-06-29Exp: 2006-08-15→ Class A Common Stock (5,000,000 underlying)
Holdings

  • Class B Common Stock

    → Class A Common Stock (11,630,759 underlying)
    11,630,759

  • Class A Common Stock

    840,250
BANC OF AMERICA CAPITAL INVESTORS SBIC LP
10% Owner
Transactions
  • Other

    Stock Purchase Agreement (sale of Class B Common Stock)

    2006-06-15+5,000,000→ 5,000,000 total
    Exercise: $11.50From: 2006-06-29Exp: 2006-08-15→ Class A Common Stock (5,000,000 underlying)
Holdings

  • Class A Common Stock

    840,250

  • Class B Common Stock

    → Class A Common Stock (11,630,759 underlying)
    11,630,759
Footnotes (9)
  • [F1]BA Capital Company, L.P. ("BACC") holds 840,250 shares of Class A Common Stock and 1,979,996 shares of Class B Common Stock of the Issuer. These securities may be deemed to be beneficially owned by (a) BA SBIC Management, LLC, the general partner of BA Capital Company, L.P., (b) BA Equity Management, L.P., the sole member of BA SBIC Management, LLC, (c) BA Equity Management GP, LLC, the general partner of BA Equity Management, L.P., and (d) J. Travis Hain, the managing member of BA Equity Management GP, LLC. Mr. Hain disclaims beneficial ownership of such securities.
  • [F2]On May 10, 2006, Cumulus Media Inc. ("Cumulus") announced a modified "Dutch auction" tender offer (the "Tender Offer") in which Cumulus offered to purchase up to 11.5 million shares of its Class A common stock (the "Class A Common Stock") at a price not less than $11.00 nor greater than $12.50 per share. On May 9, 2006, Cumulus, Banc of America Capital Investors SBIC, L.P. ("BACI") and BACC (and, together with BACI, the "Sellers") entered into a Stock Purchase Agreement (the "Purchase Agreement"), under which, subject to the terms and conditions therein, the Sellers agreed to sell to Cumulus and Cumulus agreed to purchase from the Sellers 5,000,000 shares of Class B common stock (the "Class B Common Stock")for the price per share equal to the price paid in the Tender Offer. Each share of Class B Common Stock is convertible into one share of Class A Common Stock.
  • [F3]The most significant material non-market price based conditions to the closing under the Purchase Agreement became satisfied on June 15, 2006.
  • [F4]Closing under the Purchase Agreement is scheduled to take place on June 29, 2006.
  • [F5]The Purchase Agreement permits either the Sellers or Cumulus to terminate the agreement if the Tender Offer has not closed by August 15, 2006.
  • [F6]The Purchase Agreement specifies that of the total 5,000,000 shares to be sold by the Sellers, 1,130,721 shares are to be sold by BACC.
  • [F7]The Purchase Agreement specifies that of the total 5,000,000 shares to be sold by the Sellers, 3,869,279 shares are to be sold by BACI.
  • [F8]The Class B Common Stock does not have an expiration date and is exercisable immediately for Class A Common Stock on a 1-for-1 basis at the election of the holder for no additional consideration.
  • [F9]Banc of America Capital Investors SBIC, L.P. holds 9,650,763 shares of Class B Common Stock. These securities may be deemed to be beneficially owned by (a) Banc of America Capital Management SBIC, LLC, the general partner of Banc of America Capital Investors SBIC, L.P., (b) Banc of America Capital Management, L.P., the sole member of Banc of America Capital Management SBIC, LLC, (c) BACM I GP, LLC, the general partner of Banc of America Capital Management, L.P., and (d) Mr. Hain, the managing member of BACM I GP, LLC. Mr. Hain disclaims beneficial ownership of all such securities.

Documents

1 file

Issuer

CUMULUS MEDIA INC

CIK 0001058623

→
Entity typeother
IncorporatedDE

Related Parties

1
  • filerCIK 0001272321

Filing Metadata

Form type
4
Filed
Jun 18, 8:00 PM ET
Accepted
Jun 19, 5:55 PM ET
Size
24.1 KB
View on SEC.gov