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4//SEC Filing

BANC OF AMERICA CAPITAL MANAGEMENT LP 4

Accession 0000902135-06-000002

CIK 0001058623other
View on SEC.govCompany Profile

Filed

Jun 28, 8:00 PM ET

Accepted

Jun 29, 4:25 PM ET

Size

24.7 KB

Accession

0000902135-06-000002

Insider Transaction Report

Form 4
Period: 2006-06-29
CUMULUS MEDIA INCCMLS
BANC OF AMERICA CAPITAL MANAGEMENT LP
10% Owner
Transactions
  • Other

    Stock Purchase Agreement (sale of Class B Common Stock)

    2006-06-29+5,000,000→ 0 total
    Exercise: $11.50From: 2006-06-29Exp: 2006-08-15→ Class A Common Stock (5,000,000 underlying)
  • Disposition to Issuer

    Class B Common Stock

    2006-06-29$11.50/sh+5,000,000$57,500,000→ 6,630,759 total
    → Class A Common Stock (5,000,000 underlying)
Holdings

  • Class A Common Stock

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

    Stock Purchase Agreement (sale of Class B Common Stock)

    2006-06-29+5,000,000→ 0 total
    Exercise: $11.50From: 2006-06-29Exp: 2006-08-15→ Class A Common Stock (5,000,000 underlying)
  • Disposition to Issuer

    Class B Common Stock

    2006-06-29$11.50/sh+5,000,000$57,500,000→ 6,630,759 total
    → Class A Common Stock (5,000,000 underlying)
Holdings

  • Class A Common Stock

    840,250
BA EQUITY MANAGEMENT LP
10% Owner
Transactions
  • Disposition to Issuer

    Class B Common Stock

    2006-06-29$11.50/sh+5,000,000$57,500,000→ 6,630,759 total
    → Class A Common Stock (5,000,000 underlying)
  • Other

    Stock Purchase Agreement (sale of Class B Common Stock)

    2006-06-29+5,000,000→ 0 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
HAIN J TRAVIS
10% Owner
Transactions
  • Other

    Stock Purchase Agreement (sale of Class B Common Stock)

    2006-06-29+5,000,000→ 0 total
    Exercise: $11.50From: 2006-06-29Exp: 2006-08-15→ Class A Common Stock (5,000,000 underlying)
  • Disposition to Issuer

    Class B Common Stock

    2006-06-29$11.50/sh+5,000,000$57,500,000→ 6,630,759 total
    → Class A Common Stock (5,000,000 underlying)
Holdings

  • Class A Common Stock

    840,250
BA CAPITAL CO LP
Director10% Owner
Transactions
  • Disposition to Issuer

    Class B Common Stock

    2006-06-29$11.50/sh+5,000,000$57,500,000→ 6,630,759 total
    → Class A Common Stock (5,000,000 underlying)
  • Other

    Stock Purchase Agreement (sale of Class B Common Stock)

    2006-06-29+5,000,000→ 0 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
BA SBIC MANAGEMENT LLC
10% Owner
Transactions
  • Other

    Stock Purchase Agreement (sale of Class B Common Stock)

    2006-06-29+5,000,000→ 0 total
    Exercise: $11.50From: 2006-06-29Exp: 2006-08-15→ Class A Common Stock (5,000,000 underlying)
  • Disposition to Issuer

    Class B Common Stock

    2006-06-29$11.50/sh+5,000,000$57,500,000→ 6,630,759 total
    → Class A Common Stock (5,000,000 underlying)
Holdings

  • Class A Common Stock

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

    Stock Purchase Agreement (sale of Class B Common Stock)

    2006-06-29+5,000,000→ 0 total
    Exercise: $11.50From: 2006-06-29Exp: 2006-08-15→ Class A Common Stock (5,000,000 underlying)
  • Disposition to Issuer

    Class B Common Stock

    2006-06-29$11.50/sh+5,000,000$57,500,000→ 6,630,759 total
    → Class A Common Stock (5,000,000 underlying)
Holdings

  • 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)

    2006-06-29+5,000,000→ 0 total
    Exercise: $11.50From: 2006-06-29Exp: 2006-08-15→ Class A Common Stock (5,000,000 underlying)
  • Disposition to Issuer

    Class B Common Stock

    2006-06-29$11.50/sh+5,000,000$57,500,000→ 6,630,759 total
    → Class A Common Stock (5,000,000 underlying)
Holdings

  • 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)

    2006-06-29+5,000,000→ 0 total
    Exercise: $11.50From: 2006-06-29Exp: 2006-08-15→ Class A Common Stock (5,000,000 underlying)
  • Disposition to Issuer

    Class B Common Stock

    2006-06-29$11.50/sh+5,000,000$57,500,000→ 6,630,759 total
    → Class A Common Stock (5,000,000 underlying)
Holdings

  • Class A Common Stock

    840,250
Footnotes (5)
  • [F1]Following the sale of Class B common stock (the "Class B Common Stock") of Cumulus Media Inc. ("Cumulus") under the Purchase Agreement (defined below), BACC holds 840,250 shares of Class A Common Stock and 849,275 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 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 for the price per share equal to the price paid in the Tender Offer. Closing under the Purchase Agreement took place on June 29, 2006. At closing, BACC and BACI respectively sold 1,130,721 and 3,869,279 shares of Class B Common Stock for a purchase price of $11.50 per share.
  • [F3]The Purchase Agreement permitted either the Sellers or Cumulus to terminate the agreement if the Tender Offer had not closed by August 15, 2006.
  • [F4]Following the sale of Class B Common Stock under the Purchase Agreement, BACI holds 5,781,484 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.
  • [F5]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.

Documents

1 file

Issuer

CUMULUS MEDIA INC

CIK 0001058623

→
Entity typeother
IncorporatedDE

Related Parties

1
  • filerCIK 0001272320

Filing Metadata

Form type
4
Filed
Jun 28, 8:00 PM ET
Accepted
Jun 29, 4:25 PM ET
Size
24.7 KB
View on SEC.gov