Cumulus Media Inc: emerges from Chapter 11 and issues new debt and equity

What happened

• Cumulus Media Inc filed an 8-K reporting that, on Oct 16, 2026 (the Effective Date), the Plan became effective, the company entered into a four-year asset-based revolving credit agreement (the ABL Credit Agreement) and the Reorganized Debtors issued $50,000,000 in aggregate principal amount of 10%/8% senior secured PIK toggle convertible notes due Jul 1, 2031 (the Convertible Notes).
• The filing reports that all pre-emergence equity interests were canceled and certain prepetition debt documents and obligations were canceled, released and discharged in accordance with the Plan.

Key details

• ABL facility: up to $100,000,000 asset-based revolving credit facility, initial maturity Oct 16, 2030, interest at SOFR plus a margin of 1.50% to 2.00% or prime plus a margin of 0.50% to 1.00%; commitment fee of 0.25% or 0.50% on unused commitments; minimum consolidated fixed charge coverage ratio of 1.0x tested monthly.
• Convertible notes: $50,000,000 10%/8% senior secured PIK toggle notes due Jul 1, 2031; interest payable at 8.00% if paid in cash or 10.00% if paid by increasing principal; convertible into shares of New Class B Common Stock; secured by second-priority liens behind the ABL Facility per an intercreditor agreement dated Oct 16, 2026.
• Equity and governance: 352,025 shares of New Class A Common Stock and 285,975 shares of New Class B Common Stock were issued on the Effective Date; holders of Allowed 2029 Secured Claims hold approximately 95% of the New Common Stock and holders of Other Funded Debt Claims hold approximately 5%, subject to dilution by the Management Incentive Plan (10% of New Common Stock reserved) and conversion of any Convertible Notes.
• Board changes and corporate actions: prior directors ceased serving and a new board was appointed, including Mary G. Berner remaining as CEO and new directors Heath B. Freeman, Philip A. Hudson, Greg Stuecheli and Scott Manson; the company intends to operate as a private company, to file post-effective amendments to terminate registration statements, and to file a Form 15 to suspend Exchange Act reporting; the Convertible Notes and New Common Stock will not be listed on any national exchange.

Why it may matter

• The filing reports Item 1.01 (entry into material definitive agreements covering the new $100,000,000 ABL facility and issuance of $50,000,000 Convertible Notes), Item 1.02 (termination of prepetition debt documents and cancellation of existing equity), Item 1.03 (bankruptcy-related information), Item 5.02 (changes in directors), and Item 8.01 (intent to deregister and suspend SEC reporting).
  A filing does not show why the insider traded or why the company acted.