As part of its Chapter 11 bankruptcy plan, Cumulus Media will transition to a private company.
Seeking to eliminate $600 million in debt, last Thursday, Cumulus filed for a prepackaged reorganization in bankruptcy court. Those U.S. Bankruptcy Court for the Southern District of Texas court documents reveal that when it completes its reorganization, its signed lenders will have 95% control of the company with an entirely new board.
The company also seeks to shed several tower sites and studio facilities.
It’s the second time in less than nine years the third-largest commercial U.S. radio group by revenue has filed for Chapter 11.
Private eyes
Upon emergence, Cumulus will no longer be subject to the reporting requirements of the Securities Act or the Exchange Act, and holders of the new securities will not be entitled to corporate information except as required by the new private governance documents, according to its filings in the U.S. Bankruptcy Court for the Southern District of Texas, made on March 5.
On the effective date of Cumulus’ reorganization, all existing equity interests will be cancelled and extinguished without any distribution to current shareholders, according to the court filings.
Cumulus is authorized to deregister with the SEC as promptly as practicable following this cancellation.
According to the documents, the company is seeking to reject seven leases it deems no longer necessary, including tower sites for stations in San Francisco, Amarillo and Whitehall, Mich., as well as office and studio facilities in New York City, New Orleans and Topeka.
The company already moved its Topeka team members to Kansas City in January.
The list of lease sites from the court documents is below:
| Debtor Entity | Description of Property | Location | Rejection Date |
|---|---|---|---|
| Cumulus Media New Holdings Inc. | New York Headquarters (11th Floor) | 300 Vesey Street, New York, N.Y. | March 31, 2026 |
| Radio License Holdings LLC | Studio/Office Facilities | 201 St. Charles Avenue, New Orleans, La. | March 5 |
| Radio License Holdings LLC | Studio/Office Facilities | 1210 SW Executive Drive, Topeka, Kan. | March 5 |
| Radio License Holdings LLC | Tower Site (KPUR-AM) | Amarillo, Texas | March 5 |
| Radio License Holdings LLC | Tower Site (WLAW-AM/ WLAW-FM) | Montague/Whitehall, Mich. | March 5 |
| Radio License Holdings LLC | Tower Site (560 KZAC-AM) | 480 Amador Street, San Francisco, Calif. | March 5 |
| Radio License Holdings LLC | STL Antenna Lease | 1001 California Street, San Francisco, Calif. | March 5 |
Board turnover
The terms of all current board members will expire, and they will be “deemed to resign” from their positions, according to the court filings.
A new board will be appointed by the required consenting 2029 holders, which are the specific lenders who signed Cumulus’ restructuring support agreement.
While existing managers of subsidiaries may initially stay on, the new board retains the authority to replace them at any time. The plan reserves 10% of the new equity for a management incentive plan.
According to Radio Ink, Cumulus is also finalizing amended agreements with CEO Mary Berner and CFO Frank Lopez-Balboa, though the court documents note that the new board will not be constrained in its ability to replace those officers later.
The signing lenders will receive 95% of the new common stock in the new structure, according to the filings. To comply with FCC foreign ownership limits, some lenders may receive special warrants instead of voting stock.
Next steps
According to the documents, the company will maintain a “schedule of rejected executory contracts and unexpired leases.”
Any lease on the list is deemed rejected as of the effective date of its reorganization, though Cumulus has stated that general unsecured creditors, such as trade vendors and partners, are intended to be paid in full in the ordinary course of business.
The path to emergence for Cumulus now moves to a mid-April window, with a certification deadline on April 7 for lenders to declare their ownership status, according to the filings, and a confirmation hearing on April 15, where Cumulus expects a judge to finalize the deal.
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