Cumulus Media Inc 8-K, filed Oct 16, 2026
Cumulus Media Inc (CMLSQ)
About this 8-K
Cumulus Media Inc filed this 8-K on October 16, 2026.
Cumulus Media Inc. emerged from Chapter 11 on October 16, 2026, canceling prior equity, entering a $100.0 million ABL Facility, issuing $50 million of Convertible Notes, and intends to deregister its securities. AI summary
Items reported
- Item 1.01: Entered into a material agreement
- Item 1.02: Ended a material agreement
- Item 1.03: Bankruptcy or receivership
- Item 2.03: New debt or off-balance-sheet obligation
- Item 3.02: Unregistered sale of equity
- Item 3.03: Change to shareholders' rights
- Item 5.01: Change in control
- Item 5.02: Director or officer change, or executive pay
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Explanatory Note:
As previously disclosed, on March 4, 2026, Cumulus Media Inc. (the “Company”) and certain of its direct and indirect subsidiaries (collectively with the Company, the “Company Parties”) commenced filing voluntary petitions (the “Chapter 11 Cases”) under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The Chapter 11 Cases are jointly administered under the caption In re Cumulus Media Inc., et al. (Case No. 26-90346 (ARP)).
On April 13, 2026, the Company Parties filed the Modified Joint Prepackaged Chapter 11 Plan of Reorganization of Cumulus Media Inc. and Its Debtor Affiliates (as amended, modified, or supplemented, the “Plan”).
On April 15, 2026, the Bankruptcy Court entered an order confirming the Plan (the “Confirmation Order”). A copy of the entered Confirmation Order, with a copy of the Plan as confirmed attached thereto, was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on April 17, 2026 (the “April 2026 Current Report”), and is hereby incorporated by reference herein as Exhibit 2.1 of this Current Report on Form 8-K (this “Current Report”). Capitalized terms used but not otherwise defined in this Current Report have the meanings given to them in the Plan.
On October 16, 2026 (the “Effective Date”), the conditions to the effectiveness of the Plan were satisfied or waived, the Plan became effective and the Company Parties emerged from the Chapter 11 Cases. On the Effective Date, in connection with the effectiveness of, and pursuant to the terms of, the Plan and the Confirmation Order, all shares of the Company’s Class A common stock (the “Pre-Emergence Class A Common Stock”), par value $0.0000001 per share, and Class B common stock (the “Pre-Emergence Class B Common Stock”), par value $0.0000001 per share, outstanding immediately before the Effective Date were canceled and are of no further force or effect, the new organizational documents of the Company became effective and shares of new class A common stock (the “New Class A Common Stock”), par value $0.01 per share, and new class B common stock, par value $0.01 per share (the “New Class B Common Stock” and, together with the New Class A Common Stock, the “New Common Stock”) were issued, representing 100% of the outstanding equity interests in the Company.
On October 16, 2026, the Company Parties filed the Notice of (I) Entry of Order Approving the Debtors’ Disclosure Statement and Confirming the Modified Joint Prepackaged Chapter 11 Plan of Reorganization of Cumulus Media Inc. and Its Debtor Affiliates and (II) Occurrence of Effective Date (the “Notice of Effective Date”) with the Bankruptcy Court.
| Item 1.01 | Entry into a Material Definitive Agreement. |
ABL Credit Agreement
On the Effective Date, Cumulus Media Intermediate Inc., Cumulus Media New Holdings LLC, and certain of its subsidiaries, as borrowers, entered into an asset-based revolving credit agreement (the “ABL Credit Agreement”) with the lenders party thereto and Fifth Third Bank, National Association, as administrative agent (the “ABL Agent”), providing for a four-year asset-based revolving credit facility in an aggregate principal amount of up to $100.0 million (the “ABL Facility”). The obligations under the ABL Credit Agreement are guaranteed by certain indirect subsidiaries of the Company and secured by first priority liens on and security interests in substantially all of the assets of the Loan Parties (as defined in the ABL Credit Agreement), in each case subject to the terms, conditions and exceptions set forth in the ABL Credit Agreement, the Intercreditor Agreement (as defined below) and related documents. The ABL Facility has an initial maturity date of October 16, 2030, subject to a springing maturity 90 days prior to the stated maturity of certain other material indebtedness, including the Convertible Notes (as defined below).
Loans incurred under the ABL Credit Agreement will bear interest at a percentage per annum equal to the applicable margin plus, at the borrowers’ option, either: (i) an adjusted term SOFR rate, subject to a floor of 0.00% or (ii) a base rate equal to the prime loan rate as published by Fifth Third Bank, National Association. The applicable margin varies from 1.50% to 2.00% for SOFR rate loans and varies from 0.50% to 1.00% for prime rate loans, in each case, depending on average excess availability under the ABL Facility.
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The borrowers are required to pay a commitment fee to each lender, which accrues at a rate per annum equal to either 0.25% or 0.50% on the average daily unused portion of such lender’s commitment under the ABL Facility. The borrowers are also required to pay participation fees and fronting fees with respect to letters of credit participation and issuance.
Borrowings under the ABL Credit Agreement will be used to (i) refinance in full, on the Effective Date, indebtedness under the prepetition asset-based revolving credit facility, (ii) pay certain expenses and (iii) finance the working capital needs and other general corporate purposes of the Company and its subsidiaries. Availability of borrowings under the ABL Credit Agreement is subject to the satisfaction of certain conditions, including, after giving effect to any such borrowings, aggregate credit exposure of lenders under the ABL Credit Agreement not exceeding the lesser of the aggregate revolving commitments and the borrowing base at such time.
The ABL Credit Agreement requires the borrowers to maintain a minimum consolidated fixed charge coverage ratio of 1.0x, tested as of the last day of each fiscal month.
The ABL Credit Agreement contains certain representations and warranties, events of default and various affirmative and negative covenants that are customary for asset-based credit facilities of this type, including financial reporting requirements and limitations on indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of assets, transactions with affiliates, dividends and other restricted payments and investments (including acquisitions). Events of default include, among other things, nonpayment of principal or interest, breach of covenants, breach of representations and warranties, failure to pay final judgments in excess of a specified threshold, failure of a guarantee to remain in effect, failure of a collateral document to create an effective security interest in collateral, bankruptcy and insolvency events, cross-default to other material indebtedness, and a change of control. The occurrence of any event of default under the ABL Credit Agreement would permit all obligations under the ABL Facility to be declared due and payable immediately and all commitments thereunder to be terminated.
Exit Convertible Notes
On the Effective Date, in accordance with the Plan, the Company issued $50 million in aggregate principal amount of 10%/8% Senior Secured PIK Toggle Notes due 2031 (the “Convertible Notes”) to holders of Allowed 2029 Secured Claims.
The Convertible Notes were issued pursuant to an indenture, dated as of the Effective Date, between the Company and Wilmington Savings Fund Society, FSB, as trustee, notes collateral agent, registrar, paying agent and conversion agent (the “Indenture”). The Convertible Notes are convertible into shares of New Class B Common Stock as set forth in the Indenture.
The Convertible Notes are jointly and severally irrevocably and unconditionally guaranteed on a senior secured basis by certain subsidiaries of the Company, including all Loan Parties under the ABL Credit Agreement. The Convertible Notes and such guarantees are secured by second priority liens on the assets subject to liens securing the ABL Facility, including the equity interests of each guarantor of the Convertible Notes, all assets owned by the Loan Parties as of the Effective Date or acquired thereafter, certain assets related thereto, and substantially all other assets of the Loan Parties, in each case, subject to certain exceptions and limitations.
The outstanding Convertible Notes are subject to an intercreditor agreement, dated as of October 16, 2026, by and among the ABL Agent, as the First Priority Representative for the First Priority Secured Parties and Wilmington Savings Fund Society, FSB, as the Second Priority Representative for the Second Priority Secured Parties (in each case, as defined therein) and the Loan Parties (the “Intercreditor Agreement”). The Intercreditor Agreement provides, among other things, that the liens securing the obligations under the Convertible Notes rank junior in priority to the liens securing the obligations under the ABL Credit Agreement.
The Convertible Notes are scheduled to mature on July 1, 2031. Interest on the Convertible Notes accrues, at the Company’s election, either at a rate of 8.00% per annum if payable in cash or at a rate of 10.00% per annum if payable by increasing the amount of Convertible Notes outstanding. The Company will pay interest semi-annually in arrears on March 1 and September 1 of each year, commencing March 1, 2027. Interest on the Convertible Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Effective Date. Interest is computed on the basis of a 360-day year of twelve 30-day months. The Company is required to pay interest on overdue installments of interest or premium, if any, without regard to any applicable grace period, at the rate equal to the then applicable interest rate on the Convertible Notes to the extent lawful.
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The Company may redeem, at any time in whole, or from time to time in part, the Convertible Notes at 100% of the principal amount, plus accrued, unpaid and uncapitalized interest, if any, to, but excluding, the redemption date.
If a specified event is deemed to be a change of control of the Company, the Company will be required to offer to repurchase all outstanding Convertible Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus accrued, unpaid and uncapitalized interest, if any, to, but excluding, the repurchase date.
The Indenture provides, among other things, that the Convertible Notes are the senior secured obligations of the Company and include covenants that limit the ability of the Company and its subsidiaries to incur or guarantee additional debt, create or permit certain liens, redeem or repurchase certain debt, make certain loans and investments, consolidate, merge, or sell all or substantially all of the assets of the Company and its subsidiaries, and pay distributions on, or redeem or repurchase, the Company’s capital stock, subject in each case to certain qualifications and exceptions.
The Indenture contains customary events of default that include (subject in certain cases to customary grace and cure periods), among others, nonpayment of principal or interest, failure to pay certain other indebtedness, certain events of bankruptcy, insolvency or reorganization, and failure to pay certain final judgments.
The Convertible Notes issued pursuant to the Plan were issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 1145 of the Bankruptcy Code (which generally exempts from such registration requirements the issuance of securities under a plan of reorganization).
Stockholders’ Agreement
On the Effective Date, the Company entered into a stockholders’ agreement (the “Stockholders’ Agreement”) with holders of the New Common Stock (the “Stockholders”), pursuant to which each of the Stockholders agreed to certain restrictions on the transfer of the New Common Stock, and the Company agreed to (i) provide to certain Stockholders the right to designate directors to the board of directors of the Company, subject to certain limitations, (ii) be subject to certain limitations and obligations on its operations without Stockholder approval and (iii) provide certain information to the Stockholders. Pursuant to the Plan, each holder of the New Common Stock on the Effective Date was deemed to be a party to, and bound by, the Stockholders’ Agreement, regardless of whether such holder executed a signature page thereto.
| Item 1.02 | Termination of Material Definitive Agreement. |
Cancellation of Existing Equity Interests
On the Effective Date, in accordance with the Plan, all of the existing shares of the Company’s Pre-Emergence Class A Common Stock and Pre-Emergence Class B Common Stock outstanding immediately before the Effective Date and all rights attaching or relating thereto were deemed canceled, released and extinguished and of no further force or effect.
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Debt Instruments
On the Effective Date, in accordance with the Plan, the obligations of the Company and the other Company Parties under the following agreements (the “Prepetition Debt Documents”) were canceled, and the duties and obligations of all parties thereto were deemed satisfied in full, canceled, released, discharged, and of no force or effect:
| · | Credit Agreement, dated as of May 2, 2024, by and among Cumulus Media Intermediate Inc., Cumulus Media New Holdings Inc., and certain of its subsidiaries, as borrowers, Bank of America, N.A., and the lenders from time to time party thereto, as may be amended, supplemented, amended and restated, or otherwise modified from time to time; |
| · | Indenture, dated as of May 2, 2024, by and among Cumulus Media New Holdings Inc., as issuer, the guarantors party thereto, and U.S. Bank Trust Company, National Association, as may be amended, supplemented, amended and restated, or otherwise modified from time to time; |
| · | Credit Agreement, dated as of September 26, 2019, by and among Cumulus Media Intermediate Inc., Cumulus Media New Holdings Inc., and certain of its subsidiaries, as borrowers, Bank of America, N.A., and the lenders from time to time party thereto, as may be amended, supplemented, amended and restated, or otherwise modified from time to time; |
| · | Indenture, dated as of June 26, 2019, by and among Cumulus Media New Holdings Inc., as issuer, the guarantors party thereto, and U.S. Bank Trust Company, National Association, as may be amended, supplemented, amended and restated, or otherwise modified from time to time; and |
| · | ABL Credit Agreement, dated as of March 6, 2020, by and among Cumulus Media Intermediate Inc., Cumulus Media New Holdings Inc., and certain of its subsidiaries, as borrowers, Fifth Third Bank, National Association, and the lenders from time to time party thereto, as may be amended, supplemented, amended and restated, or otherwise modified from time to time. |
On the Effective Date, in accordance with the Plan, in addition to the Prepetition Debt Documents, the obligations of the Company Parties under any other certificate, security, note, bond, credit agreement, indenture, purchase right, option, warrant, or other instrument or document directly or indirectly evidencing, relating to, or creating any indebtedness or obligation of or ownership interest in the Company Parties or giving rise to any Claim or Interest or to any rights or obligations relating to any Claims against or Interests in the Company Parties (except such certificates, notes, or other instruments or documents evidencing indebtedness or obligation of or ownership interest in the Company Parties that are specifically reinstated pursuant to the Plan) and any rights of any holder in respect thereof were canceled, and the duties and obligations of all parties thereto were deemed satisfied in full, canceled, released, discharged, and of no force or effect.
Claims Treatment Under the Plan
In accordance with the Plan, holders of claims against and interests in the Company Parties received the following treatment:
| · | Other Secured Claims. Each holder of an Allowed Other Secured Claim received, at the option of the Company Parties (with the consent of the Required Consenting Stakeholders) or Reorganized Debtors, as applicable: (i) payment in full in cash; (ii) delivery of the collateral securing such Allowed Other Secured Claim; (iii) reinstatement of such Allowed Other Secured Claim; or (iv) such other treatment rendering such Allowed Other Secured Claim unimpaired in accordance with Section 1124 of the Bankruptcy Code. |
| · | Other Priority Claims. Each holder of an Allowed Other Priority Claim received payment in full in cash or such other treatment in a manner consistent with the provisions of Section 1129(a)(9) of the Bankruptcy Code. Allowed Other Priority Claims that arise in the ordinary course of the Company Parties’ business and which are not due and payable on or before the Effective Date will be paid in the ordinary course of business in accordance with the terms thereof. |
| · | ABL Facility Claims. On the Effective Date, the Reorganized Debtors entered into the ABL Credit Agreement, and each holder of an Allowed ABL Facility Claim received, in full and final satisfaction, release, discharge of, and in exchange for, such Claim, its Pro Rata share of the New ABL Loans, issued in an amount equal to the Allowed ABL Facility Claims. |
| · | 2029 Secured Claims. On the Effective Date, each holder of an Allowed 2029 Secured Claim received, in full and final satisfaction, release, discharge of, and in exchange for, such Claim, its Pro Rata share of (i) the Convertible Notes and (ii) the 2029 Secured Claims Equity Distribution, made pursuant to and subject to the terms and conditions of the Equity Allocation Mechanism. |
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| · | Other Funded Debt Claims. On the Effective Date, each holder of an Allowed Other Funded Debt Claim received, in full and final satisfaction, release, discharge of, and in exchange for, such Claim, its Pro Rata share of the Other Funded Debt Claims Equity Distribution, made pursuant to and subject to the terms and conditions of the Equity Allocation Mechanism; provided that any distributions owing to 2026 Term Loan Lenders were turned over to the 2029 Term Loan Lenders and the 2029 Noteholders in accordance with the Junior Lien Intercreditor Agreement. |
| · | General Unsecured Claims. Except to the extent that a holder of an Allowed General Unsecured Claim and the Company Parties (in consultation with the Required Consenting 2029 Holders) agreed to a less favorable treatment on account of such Claim or such Claim was paid or Disallowed by Final Order prior to the Effective Date, on and after the Effective Date, the Reorganized Debtors will continue to pay or treat each Allowed General Unsecured Claim in the ordinary course of business as if the Chapter 11 Cases had never been commenced, subject to the terms of the Plan; provided that Allowed Lease Rejection Claims will be paid in full on the later of (i) the Effective Date or (ii) entry of a Final Order Allowing such Lease Rejection Claim. |
| · | Intercompany Claims. On the Effective Date, at the Company Parties’ election (with the consent of the Required Consenting 2029 Holders), each Intercompany Claim was Reinstated, or canceled, released, and extinguished without any distribution. |
| · | Intercompany Interests. On the Effective Date, at the Company Parties’ election (with the consent of the Required Consenting 2029 Holders), each Intercompany Interest was Reinstated, or canceled, released, and extinguished without any distribution. |
| · | Existing Equity Interests and 510(b) Claims. On the Effective Date, each Existing Equity Interest and 510(b) Claim was canceled, released, discharged, and extinguished without any distribution. |
Restructuring Support Agreement
On the Effective Date, the Restructuring Support Agreement, dated as of March 4, 2026, entered into among the Company Parties and the Consenting 2029 Holders was automatically terminated pursuant to its terms.
| Item 1.03 | Bankruptcy or Receivership. |
The information set forth in the Explanatory Note, Items 1.01 and 1.02 of this Current Report is hereby incorporated by reference herein.
Information regarding the assets and liabilities of the Company and its subsidiaries may be found in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended on March 31, 2026, filed with the SEC on April 29, 2026, and is incorporated herein by reference. Court filings and information about the Chapter 11 Cases can be found at a website maintained by the Company’s claims agent Verita Global at https://www.veritaglobal.net/cumulusmedia. The documents and other information available via website or elsewhere are not part of this Current Report and will not be deemed incorporated herein.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this Current Report is hereby incorporated by reference herein.
| Item 3.02 | Unregistered Sales of Equity Securities. |
On the Effective Date, the New Organizational Documents (as defined in Item 5.03) became effective, authorizing the issuance of the New Common Stock. On the Effective Date, in accordance with the Plan, the Company, as reorganized, issued 352,025 shares of New Class A Common Stock, 285,975 shares of New Class B Common Stock, and the Convertible Notes. Pursuant to the Plan, holders of Allowed 2029 Secured Claims received approximately 95% of the New Common Stock issued on the Effective Date (subject to dilution by the management incentive plan (the “Management Incentive Plan”) and, where applicable, the conversion of any Convertible Notes), and holders of Other Funded Debt Claims received the remaining approximately 5% of the New Common Stock issued on the Effective Date (subject to dilution by the Management Incentive Plan).
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The shares of New Common Stock issued pursuant to the Plan were issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 1145 of the Bankruptcy Code.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The information set forth in the Explanatory Note and Items 1.01, 1.02, 1.03, 3.02, 5.01 and 5.03 of this Current Report is incorporated herein by reference.
| Item 5.01 | Changes in Control of Registrant. |
The information set forth in the Explanatory Note and Items 1.01, 1.02, 1.03, 3.02 and 5.02 in this Current Report is incorporated herein by reference.
On the Effective Date, in accordance with the Plan, all previously issued and outstanding equity interests in the Company were canceled, discharged and of no force and effect. Pursuant to the Plan, New Common Stock was issued to holders of certain Claims against the Company as provided in the Plan. As of the Effective Date, holders of Allowed 2029 Secured Claims hold approximately 95% of the outstanding New Common Stock and holders of Other Funded Debt Claims hold approximately 5% of the outstanding New Common Stock, in each case subject to dilution by the Management Incentive Plan and, where applicable, the conversion of any Convertible Notes.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Board of Directors
On the Effective Date, in accordance with the Plan, Andrew W. Hobson, Elizabeth Abrams, Deborah A. Farrington, Carol Flaton, Steven M. Galbraith and David M. Tolley ceased serving on the Company’s board of directors, and Mary G. Berner, the Company’s President and Chief Executive Officer, and the following directors were appointed to the Company’s board of directors (the “New Board”): Heath B. Freeman, Philip A. Hudson, Greg Stuecheli and Scott Manson.
Heath B. Freeman, age 46, is the Managing Member of Next Gen Radio Enterprises LLC. Mr. Freeman is one of the founding members of Alden Global Capital LLC and has been its President since 2014. He has been managing and investing in companies with an opportunistic and catalyst-driven approach since 2006 when he joined Smith Management LLC, which was a prior affiliate of Alden Global. Prior to joining Smith Management, Mr. Freeman was an investment banker at Peter J. Solomon Company, where he specialized in mergers & acquisitions, restructurings and financings. In addition to his investment research and operational responsibilities at Alden Global, within the media platform, Mr. Freeman currently serves as Chairman of Tribune Enterprises LLC, a company that owns and manages media properties such as The Chicago Tribune, South Florida Sun Sentinel and The Hartford Courant and Vice Chairman of MNG Enterprises, Inc., a company that owns and manages media properties such as The Denver Post, San Jose Mercury News, Orange County Register and the Boston Herald. Within the sports platform, Mr. Freeman serves as Managing Partner of the Florida Freedom of the PBR (Professional Bull Riders) and Executive Chairman of the AVP, the premier beach volleyball league. Mr. Freeman also serves as Managing Partner of EHP Hospitality Group which owns and operates marinas, hotels, and restaurants throughout the east end of Long Island. Additionally, Mr. Freeman currently serves as a director of SLT Group, LLC, which operates in the fitness space and Party Products LLC, a consumer products company which acquired certain assets of the Tupperware brand. Mr. Freeman currently serves as Chairman of the board of directors of Oyster Enterprises II Acquisition Corp, and from 2021 to 2022 served as Chief Executive Officer and Vice Chairman of the board of directors of Oyster Enterprises Acquisition Corp. Mr. Freeman graduated with a Bachelor of Arts degree from Duke University.
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Philip A. Hudson, age 43, is a Managing Director at Alden Global Capital LLC, where he leads investment research across public and private companies. Prior to joining Alden Global in 2015, he was a founding member and Senior Principal at Ellis Lake Capital LLC, an event-driven investment fund. Previously, Mr. Hudson worked in the Credit Opportunities group of D. E. Shaw & Co. L.P., where he focused on restructurings and distressed investments. Mr. Hudson began his career as an investment banker in the Global Power and Energy Group at Morgan Stanley. He holds a Bachelor of Science in Business Administration and a Bachelor of Arts in Economics from the University of North Carolina at Chapel Hill.
Greg Stuecheli, age 53, is a Founding Partner of Trive Mockingbird Management LLC, a joint venture formed in 2020 between Trive Capital LLC, a Dallas based private equity firm, and Mockingbird Credit Partners LLC, a credit focused alternative investment firm founded in 2013. Prior to Mockingbird, Mr. Stuecheli was a Partner at Highland Capital Management LP, an investment management firm that was a pioneer in the leveraged finance market. At Highland, he managed senior secured corporate loans, distressed credit, high-yield bonds and special situations. Mr. Stuecheli began his career as a chemical engineer at Jacobs Engineering Group and Cytec Industries. He received an MBA from Southern Methodist University and a BS in Chemical Engineering from Rensselaer Polytechnic Institute and is a CFA® charterholder. He currently serves on the board of directors of Careismatic Brands, a healthcare focused apparel company. He previously served on the board of directors of CCS Medical Holding, Inc., EBM Holdco, LLC, LLV Holdco, LLC (as Chairman) and Safety-Kleen Holdco, Inc.
Scott Manson, age 45, is the Chief Executive Officer of The North Road Company, the Los Angeles-based independent television and film studio co-founded in 2022 by Peter Chernin. North Road’s businesses include Chernin Entertainment, Kinetic Content, Words + Pictures and North Road Television Studio, and it is a strategic investor in several talent-led media ventures. Mr. Manson oversees day-to-day operations, leads the company’s global growth strategy, and drives its organic and acquisition-led expansion, including portfolio oversight, investment strategy, new ventures and key partnerships. In January 2026, North Road agreed to be acquired by Mediawan, a global independent content studio backed by KKR and other institutional investors. Previously, Mr. Manson was President of Business Solutions at HYBE Corporation following its acquisition of Ithaca Holdings, the private equity-backed entertainment and media holding company that Mr. Manson helped grow into one of the largest independent music and talent platforms in the world. At Ithaca, he led corporate strategy and business development, building ventures around global talent including Justin Bieber, Ariana Grande, Demi Lovato, J Balvin and Dan + Shay, and helped execute the company’s acquisitions and its partnerships with Universal Music Group and others. Mr. Manson began his career as a litigator at O’Melveny & Myers LLP, focusing on complex commercial litigation. He holds a Bachelor of Arts degree from Duke University and a Juris Doctor from Emory University School of Law.
None of the directors resigned as a result of any disagreement with the Company on any matter relating to its operations, policies or practices.
There are no arrangements or understandings between any director of the New Board and any other person pursuant to which such director was selected as a director, other than as contemplated by the Plan and the Stockholders’ Agreement. There are no family relationships between any director of the New Board and any other director or executive officer of the Company. Except as disclosed above, there have been no transactions with any of the members of the New Board that are required to be reported under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Amended and Restated Employment Agreements
As previously disclosed, on April 15, 2026, in connection with the Confirmation Order and effective as of April 15, 2026, the Company entered into amended and restated employment agreements (the “A&R Employment Agreements”) with Ms. Berner and Mr. Lopez-Balboa.
The material terms of the A&R Employment Agreements were previously described in the April 2026 Current Report, with copies of the A&R Employment Agreements filed as Exhibits 10.1 and 10.2 to the April 2026 Current Report.
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Management Incentive Plan
In accordance with the Plan, 10% of the New Common Stock, on a fully diluted basis, has been reserved for issuance of awards under the Management Incentive Plan to employees of the Company and to independent members of the New Board.
The material terms of the Management Incentive Plan were previously described in the April 2026 Current Report, and such description is hereby incorporated by reference herein to this Current Report.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On the Effective Date, in accordance with the Plan, the Company adopted a Second Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”) and Fourth Amended and Restated Bylaws of the Company (the “Bylaws” and, collectively with the Certificate of Incorporation, the “New Organizational Documents”). The Company’s authorized capital stock consists of 1,501,000 shares of New Common Stock, comprising 971,479 shares of New Class A Common Stock, 528,521 shares of New Class B Common Stock and 1,000 shares of new preferred stock. Consistent with Section 1123(a)(6) of the Bankruptcy Code, the New Organizational Documents prohibit the issuance of non-voting equity securities, subject to the limitations set forth therein and in the Confirmation Order.
A description of the material changes from the Company’s prior certificate of incorporation (the “Prior Certificate”) and bylaws (the “Prior Bylaws”) is set forth below.
Voting. Each holder of New Class A Common Stock is entitled to one vote per share on all matters brought to a Stockholder vote, and, each holder of New Class B Common Stock is entitled to one vote per share solely with respect to the following matters: (i) amending, altering or repealing any provision of the Certificate of Incorporation or the Bylaws in a manner that adversely affects the New Class B Common Stock relative to the New Class A Common Stock and (ii) effecting any business combination in which the New Class B Common Stock is treated differently than the New Class A Common Stock. All matters at a meeting of Stockholders where a quorum exists will be approved by the affirmative vote of the holders of a majority of the voting power present in person or represented by proxy and entitled to vote on such matter. Stockholders may act by written consent in lieu of a meeting.
Amendment of the Bylaws. The Bylaws grant Stockholders the power to adopt, amend and repeal the Bylaws on the affirmative vote of Stockholders owning at least 55% of the outstanding New Class A Common Stock, or 55% of the outstanding New Common Stock, which, for so long as Next Gen Radio Enterprises LLC (“Next Gen Radio”) and its Affiliates beneficially own at least 15% of the outstanding equity securities of the Company, must include the prior written consent of Next Gen Radio. So long as shares of New Class B Common Stock are outstanding, any adoption, amendment or repeal of the Bylaws in a manner that adversely affects the New Class B Common Stock relative to the New Class A Common Stock requires a majority of the outstanding shares of New Class B Common Stock.
Board of Directors. The New Board will consist of not less than one and not more than seven directors. A majority of the directors then serving constitutes a quorum, which must include at least two directors designated by Next Gen Radio, and the vote of a majority of the directors present at a meeting at which a quorum is present is the act of the New Board. The Bylaws provide that any action required or permitted to be taken by the New Board at a duly called meeting may be taken by the unanimous written consent of the New Board.
Exclusive Forum. The Certificate of Incorporation provides that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have, or declines to accept, jurisdiction, another state court or a federal court located within the State of Delaware) will be, to the fullest extent permitted by law, the exclusive forum for any internal corporate claims, and the federal district courts of the United States will be the exclusive forum for any complaint asserting a cause of action arising under the Securities Act.
The foregoing descriptions of the Certificate of Incorporation and the Bylaws do not purport to be complete and are qualified in their entirety by reference to the full texts of the Certificate of Incorporation and the Bylaws, which are attached as Exhibits 3.1 and 3.2 to this Current Report, respectively, and are incorporated by reference herein.
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| Item 7.01 | Regulation FD Disclosure. |
Press Release
On October 16, 2026, the Company issued a press release announcing its emergence from the restructuring process and successful consummation of the Plan. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 7.01, including Exhibit 99.1, shall be deemed to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act.
| Item 8.01 | Other Events. |
Deregistration of Securities and Suspension of SEC Reporting Obligations
In accordance with the Plan, the Company intends to take steps necessary to operate as a private company upon the Effective Date or as soon as reasonably practicable thereafter. In connection therewith, the Company intends to file post-effective amendments to terminate all of the Company’s currently effective registration statements under the Securities Act. Additionally, the Company intends to file a Form 15 with the SEC notifying the SEC of the suspension of the Company’s duty to file reports under Section 15(d) of the Exchange Act and deregistering the Company’s common stock pursuant to Section 12(g) of the Exchange Act. Upon the filing of the Form 15, the Company’s obligations to file certain reports and forms with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, will be immediately suspended. The Company intends to cease filing periodic or current reports under the Exchange Act upon filing of the Form 15 with the SEC.
The shares of New Common Stock and the Convertible Notes issued pursuant to the Plan will not be listed on any national or foreign securities exchange.
Cautionary Note to Former Holders of Common Stock
As a result of the Plan becoming effective, all of the Company’s previously outstanding equity interests, consisting of shares of Pre-Emergence Class A Common Stock and Pre-Emergence Class B Common Stock of the Company and related rights, were canceled on the Effective Date without any distribution and have no value.
Former holders of the Company’s common stock will not receive any recovery or distribution on account of such interests under the Plan.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description |
| 2.1 | Confirmation Order, dated April 15, 2026 (including the Plan) (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on April 17, 2026). |
| 3.1 | Second Amended and Restated Certificate of Incorporation of Cumulus Media Inc. |
| 3.2 | Fourth Amended and Restated Bylaws of Cumulus Media Inc. |
| 99.1 | Press Release, dated October 16, 2026. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this Current Report on Form 8-K constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are predictive in nature and are identified generally by the use of the terms “intended”, “expected”, “will”, and “anticipates”, and similar words or expressions indicating possible future expectations, events or actions. Forward-looking statements are based on current expectations, assumptions, estimates and projections about the Company’s business and its industry, and are not guarantees of future performance. These statements are subject to a number of known and unknown risks, uncertainties and other factors, many of which are beyond the Company’s ability to control or predict, which may cause actual events to be materially different from those expressed or implied herein. Such risks and uncertainties include, among other things, general economic or business conditions affecting the radio broadcasting industry which may be less favorable than expected, decreasing spending by advertisers; changes in market conditions which could impair the Company’s intangible assets and the effects of any material impairment of its intangible assets; the Company’s ability to execute its business plan and strategy; the ability to attract, motivate, and/or retain key executives and associates; increased competition in and with the media industry and the Company’s ability to respond to changes in technology, including artificial intelligence, in order to remain competitive; shifts in population, demographics, audience tastes, and listening preferences; and other factors described in the “Risk Factors” sections of the Company’s most recently filed Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof, and, except as required by law, the Company undertakes no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Cumulus Media Inc. | |||
| By: | /s/ Francisco J. Lopez-Balboa | ||
| Name: | Francisco J. Lopez-Balboa | ||
| Title: | Executive Vice President, Chief Financial Officer | ||
| October 16, 2026 | |||
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Exhibit 3.1
SECOND AMENDED
AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CUMULUS MEDIA INC.
(a Delaware corporation)
(Pursuant to Sections
242, 245 and 303 of the
General Corporation Law of the State of Delaware)
Cumulus Media Inc. (the “Company”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”),
DOES HEREBY CERTIFY:
1. The name of the Company is “Cumulus Media Inc.”
2. The Company was originally incorporated under the name “CM Emergence Newco Inc.” pursuant to the filing of its original certificate of incorporation with the Delaware Secretary of State on April 9, 2018, and subsequently amended its name to “Cumulus Media Inc.” pursuant to the filing of an amended and restated certificate of incorporation with the Delaware Secretary of State on June 4, 2018, in each case, pursuant to the DGCL (the “Existing Certificate”).
3. This Second Amended and Restated Certificate of Incorporation of the Company (as the same may be amended, restated, modified or supplemented from time to time, this “Certificate of Incorporation”), which restates and integrates and also further amends the provisions of the Existing Certificate, was duly adopted, without the need for any action by the Board of Directors or the stockholders of the Company, in accordance with the provisions of Sections 242, 245 and 303 of the DGCL to put into effect and carry out the Modified Joint Prepackaged Chapter 11 Plan of Reorganization of Cumulus Media Inc. and its Debtor Affiliates, dated April 13, 2026 (including all exhibits and supplements thereto, as the same may be amended, restated, modified or supplemented from time to time, the “Plan”), which Plan was confirmed on April 15, 2026 by order (Docket No. 243) (the “Confirmation Order”) of the United States Bankruptcy Court for the Southern District of Texas, Houston Division, in the chapter 11 cases captioned In re Cumulus Media Inc., et al., Case No. 26-90346 (ARP). Provision for the making of this Certificate of Incorporation is contained in the Plan and the Confirmation Order.
4. This Certificate of Incorporation shall become effective upon its filing with the Secretary of State of the State of Delaware.
5. The Existing Certificate of the Company is hereby amended, integrated and restated to read in its entirety as follows:
Article I.
NAME
The name of the Company is Cumulus Media Inc.
Article II.
REGISTERED AGENT AND REGISTERED OFFICE
The address of the Company’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.
Article III.
PURPOSE
The purpose of the Company is to engage in any lawful act or activity for which corporations may be organized under the DGCL. The Company shall have perpetual existence.
Article IV.
AUTHORIZED SHARES
Section 1. Authorized Shares.
(a) The total number of shares of all classes of stock which the Company shall have authority to issue is 1,501,000, consisting of (i) 971,479 shares of Class A Common Stock, $0.01 par value per share (hereinafter referred to as the “Class A Common Stock”), (ii) 528,521 shares of Class B Common Stock, $0.01 par value per share (hereinafter referred to as the “Class B Common Stock”), and (iii) 1,000 shares of preferred stock, $0.01 par value per share (hereinafter referred to as the “Preferred Stock”). The Class A Common Stock and Class B Common Stock shall be referred to collectively herein as the “Common Stock.”
(b) Subject to applicable law (including the DGCL), the Board of Directors is hereby expressly authorized, by resolution or resolutions and the filing of a Certificate of Designation in accordance with the DGCL, to provide for the issuance of shares of the Preferred Stock in one or more series, and to fix for each such series the designation, number of shares, and such voting powers, full or limited, or no voting powers, and such other powers, preferences, and relative, participating, optional, or other special or economic rights, and the qualifications, limitations, or restrictions thereof, as shall be stated in such resolution or resolutions, without any further vote or action by the Stockholders of the Company.
Section 2. Stock Ledger. The Company shall maintain a ledger (the “Stock Ledger”) that sets forth (a) the name and address of each holder of the Common Stock and Preferred Stock (if any) (each, a “Stockholder”) and (b) the number (and, if applicable, class or series) of Common Stock and Preferred Stock (if any) held by each Stockholder.
Section 3. Non-Voting Stock. The Company shall not issue non-voting equity securities; provided, however, the foregoing restriction shall (a) have no further force and effect beyond that required under Section 1123(a)(6) of chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”), (b) only have such force and effect for so long as Section 1123 of the Bankruptcy Code is in effect and applicable to the Company, and (c) in all events may be amended or eliminated in accordance with applicable law as from time to time may be in effect. The prohibition on the issuance of non-voting equity securities is included in this Certificate of Incorporation in compliance with Section 1123(a)(6) of the Bankruptcy Code.
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Section 4. No Preemptive Rights. No Stockholder shall have any preemptive right to subscribe for or purchase any shares of stock or other securities of the Company of any class or series, whether now or hereafter authorized, except as may be provided in the Stockholders’ Agreement or any other written agreement to which the Company is a party.
Article V.
STOCK
Except with regard to voting and conversion rights, and as otherwise set forth in this Certificate of Incorporation, the Bylaws of the Company (as the same may be amended, restated, modified or supplemented from time to time, the “Bylaws”), and that certain Stockholders’ Agreement of the Company, dated as of the date hereof, among the Company and the stockholders of the Company (as the same may be amended, restated, modified or supplemented from time to time, the “Stockholders’ Agreement”), shares of Class A Common Stock and Class B Common Stock are identical in all respects. The powers, preferences, and relative, participating, optional, or other special or economic rights of the Preferred Stock shall be as set forth in any applicable Certificate of Designation. The preferences, qualifications, limitations, restrictions, and the special or relative rights in respect of the Common Stock and the various classes of Common Stock shall be as follows:
Section 1. Voting Rights.
(a) General Rights.
(i) Except as otherwise provided by the DGCL or this Certificate of Incorporation, (A) the holders of shares of Class A Common Stock shall be entitled to one vote for each share of Class A Common Stock held on the record date therefor on any matter submitted to a vote of the Stockholders and (B) except as may be required by law or by Section V.1(a)(ii), the holders of shares of Class B Common Stock shall not be entitled to vote on any matter submitted to a vote of the Stockholders.
(ii) Notwithstanding Section V.1(a)(i), in addition to any other vote required by law, for so long as any shares of Class B Common Stock are outstanding, the Company shall not, without the affirmative vote or written consent of the holders of a majority of the outstanding shares of Class B Common Stock, voting as a separate class, (A) amend, alter or repeal (whether by amendment to this Certificate of Incorporation or the Bylaws, by merger, consolidation or otherwise) any provision of this Certificate of Incorporation or the Bylaws in a manner that adversely affects the powers, preferences or special rights of the Class B Common Stock relative to the Class A Common Stock, or (B) effect any Business Combination in which the Class B Common Stock is treated differently from the Class A Common Stock other than as permitted by Section V.4; provided, however, that no such separate vote shall be required for (x) the authorization, creation or issuance of any series of Preferred Stock, (y) any increase or decrease in the authorized number of shares of Common Stock or of either class thereof in accordance with Section V.1(a)(iii), or (z) any amendment that affects the Class A Common Stock and the Class B Common Stock identically.
(iii) Subject to the Stockholders’ Agreement, the number of authorized shares of Common Stock (including any class of Common Stock) and Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of a majority of the voting power of the Class A Common Stock outstanding, irrespective of the provisions of Section 242(b)(2) of the DGCL.
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(b) No Cumulative Voting. No Stockholder holding any shares of any class of stock of the Company shall be entitled to cumulative voting rights in any circumstances.
Section 2. Dividends. The holders of shares of Common Stock shall be entitled to receive when, as and if declared by the Board of Directors of the Company, and subject to the provisions of the Stockholders’ Agreement, from funds lawfully available therefor, such dividends as may be declared by the Board of Directors of the Company from time to time. When and as dividends are declared on Common Stock, the holders of shares of each class of Common Stock will be entitled to share ratably in such dividend according to the number of shares of Common Stock held by them (with shares of Class A Common Stock and Class B Common Stock treated identically for such purpose). Notwithstanding the foregoing, if a dividend or other distribution is payable in shares of Common Stock (or in securities convertible into or exercisable or exchangeable for shares of Common Stock), the holders of Class A Common Stock shall receive shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for shares of Class A Common Stock) and the holders of Class B Common Stock shall receive shares of Class B Common Stock (or securities convertible into or exercisable or exchangeable for shares of Class B Common Stock), in each case on an identical per-share basis, and no dividend or distribution payable in shares of one class of Common Stock shall be paid to the holders of the other class of Common Stock. In the event any class of Common Stock is split, divided or combined, each other class of Common Stock simultaneously shall be proportionately split, divided or combined.
Section 3. Liquidation, Dissolution or Winding-Up. In the event of any liquidation, dissolution or winding up of the Company, whether voluntarily or involuntarily, after payment or provision for payment of the debts and other liabilities of the Company and the preferential amounts to which the holders of any shares ranking prior to the Common Stock in the distribution of assets shall be entitled upon liquidation, the holders of shares of the Class A Common Stock and the Class B Common Stock shall be entitled to share pro rata in the remaining assets of the Company in proportion to the respective number of shares of Common Stock held by each Stockholder compared to the aggregate number of shares of Common Stock outstanding.
Section 4. Merger, Consolidation, or Other Business Combination. In the event of any merger, consolidation, share exchange, reclassification, recapitalization or other similar business combination involving the Company (each, a “Business Combination”), shares of Class A Common Stock and Class B Common Stock shall be treated identically, except with respect to voting and conversion rights as specifically described in this Article V; provided, however, that, except where the Class A Common Stock and the Class B Common Stock are to remain outstanding, the consideration received for each share of Class A Common Stock and Class B Common Stock as part of any such Business Combination shall be identical; provided, further, that if the holders of Class A Common Stock and Class B Common Stock are to receive shares of stock or other equity securities of the Company or of any other Person in such Business Combination (or if the Class A Common Stock and Class B Common Stock are to remain outstanding), such shares or other equity securities may differ only to the extent that the Class A Common Stock and the Class B Common Stock differ with respect to voting and conversion rights under this Article V, and the holders of Class B Common Stock may receive non-voting shares or other equity securities having conversion rights substantially equivalent to those set forth in this Article V.
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Section 5. Convertibility, Transfers.
(a) Conversion of Class B Common Stock. Each Stockholder holding Class B Common Stock is entitled to convert at any time or times all or any of such Stockholder’s whole shares of Class B Common Stock into an equal number of shares of Class A Common Stock; provided, however, that to the extent that such conversion would result in the Stockholder (together with its Affiliates) holding more than 4.99% of the outstanding shares of Class A Common Stock following such conversion, and such Stockholder (together with its Affiliates) did not hold more than 4.99% of the outstanding shares of Class A Common Stock prior to such conversion, the Stockholder shall first deliver to the Company an ownership certification in form and substance reasonably satisfactory to the Company (which may be in the form contemplated by the Stockholders’ Agreement) for the purpose of enabling the Company (i) to determine whether such Stockholder has an attributable interest in another entity that would cause the Company to violate any Communications Laws, and (ii) to obtain any necessary approvals from the FCC, or to comply with any applicable requirements under the HSR Act, in each case permitting the converting Stockholder (together with its Affiliates) to hold the number of shares of Class A Common Stock that it will own upon conversion.
(b) Conversion of Class A Common Stock. Each Stockholder holding Class A Common Stock is entitled to convert at any time or times all or any of such Stockholder’s whole shares of Class A Common Stock into an equal number of shares of Class B Common Stock.
(c) Compliance. For the avoidance of doubt, the conversion rights provided by this Section V.5 shall apply to whole shares of Class B Common Stock and Class A Common Stock only, and the Company shall have no obligation to honor a request for conversion of a fraction of a share of Class B Common Stock or Class A Common Stock. Notwithstanding anything to the contrary contained herein, the Company shall not be required to convert any share of Class B Common Stock or Class A Common Stock if the Company reasonably and in good faith determines that such conversion would result in a violation of any Communications Law or the HSR Act; provided, however, that the Company shall use commercially reasonable efforts to effectuate any such conversion in a manner that complies with such laws, and, to the extent a prior approval is necessary in order to effectuate such a conversion, the Company shall use commercially reasonable efforts to obtain such approvals to the extent so requested by the Person seeking to convert the Class B Common Stock into shares of Class A Common Stock or the Class A Common Stock into shares of Class B Common Stock.
(d) Condition Precedent to Conversion. As a condition precedent to any conversion of any shares of Class B Common Stock or Class A Common Stock, the Stockholder shall give the Company not less than five (5) Business Days’ prior written notice of any intended conversion and the identity of the Person who will hold the converted shares, and shall promptly provide the Company, in addition to the information required by Section V.5(a), with any information reasonably requested by the Company to ensure compliance with applicable law. The Stockholder shall cooperate with the Company, and take all such further actions and execute, acknowledge and deliver all such further documents, instruments or agreements as may be reasonably necessary, to further effectuate the conversion and ensure compliance with applicable law. Any such notice of conversion may, at the election of the converting Stockholder, be conditioned upon the receipt of any regulatory approval required in connection with such conversion (including any approval of the FCC) or upon the occurrence of one or more other specified events, in which case the conversion date specified in such notice shall be deemed to be the date on which such condition is satisfied.
(e) Conversion.
(i) Effective Time and Deliveries upon Conversion. Upon delivery of a notice of conversion in conformity with the foregoing provisions, the Company shall thereupon, as promptly as reasonably practicable, and in any event within five (5) Business Days after receipt by the Company of such notice of conversion, make or cause to be made a book entry into the Stock Ledger of the Company for the aggregate number of shares of Class A Common Stock or Class B Common Stock, as applicable, issuable upon such conversion (based upon the aggregate number of shares of Class B Common Stock or Class A Common Stock, as applicable, so converted). Any share of Class B Common Stock or Class A Common Stock converted hereunder shall, to the extent (A) such shares are properly converted in accordance with the terms hereof, (B) the Company has made a reasonable and good faith determination that such conversion does not violate any Communications Law, and (C) subject to Section V.5(a) and Section V.7, be deemed to have been effected immediately prior to the close of business on the later of (x) the conversion date specified in the notice of conversion and (y) the date on which the conditions in clauses (A) and (B) are satisfied (such time, the “Conversion Time”). At the Conversion Time, the book entry into the Stock Ledger of the Company for the shares of Class A Common Stock or Class B Common Stock issuable upon such conversion, as applicable, shall be deemed to have been made, and the Stockholder thereof shall be deemed to be and entitled to all rights of the Stockholder of record of such Class A Common Stock or Class B Common Stock, as applicable. A conversion shall not affect the right of the converting Stockholder to receive any dividend or other distribution declared on the shares so converted for which the record date precedes the Conversion Time.
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(ii) No Adverse Action. The Company will, subject to the provisions of this Section V.5 and Section V.7, below, (A) not close its books against the transfer of Class A Common Stock or Class B Common Stock, as applicable, issued or issuable upon conversion of Class B Common Stock or Class A Common Stock, as applicable, in any manner which interferes with the timely conversion of Class B Common Stock or Class A Common Stock, as applicable, or materially delays such conversion, and (B) take all such actions as are reasonably necessary in order to ensure that the Class A Common Stock and Class B Common Stock, as applicable, issued or issuable with respect to such conversion will be validly issued, fully paid and non-assessable.
(iii) Sufficient Shares. The Company shall not issue any shares of Class A Common Stock or Class B Common Stock (or any securities convertible into or exercisable for either) unless, after giving effect to such issuance, the number of authorized and unissued shares of each such class is not less than the number of shares of the other class then outstanding or issuable upon conversion, exchange or exercise of outstanding securities. If at any time the number of authorized and unissued shares of either class is insufficient to permit the conversion of all outstanding shares of the other class, the Company shall promptly take all corporate action necessary to increase the authorized number of shares of such class to a sufficient number, including by soliciting the vote or consent of the Stockholders in accordance with Section V.1(a)(iii), and no Stockholder shall be deemed to have waived any conversion right by reason of any such insufficiency.
(iv) Retirement of Converted Shares. Shares of Class A Common Stock or Class B Common Stock surrendered for conversion pursuant to this Section V.5 shall be retired and shall resume the status of authorized and unissued shares of the class to which they belonged, and may be reissued in accordance with this Certificate of Incorporation.
(f) Condition Precedent to Transfers. Any transfer of record or beneficial ownership of any Capital Stock must be effected in compliance with, and pursuant to the terms of, the Stockholders’ Agreement. In addition, notwithstanding anything to the contrary contained herein, the Company shall not be required to register in the Stock Ledger, and may decline to recognize, any otherwise permitted transfer of record or beneficial ownership of any Capital Stock if the Board of Directors determines in good faith, prior to the registration of such transfer, that such transfer would reasonably be expected to require the Company to register any class of Capital Stock under Section 12(g) of the Exchange Act or otherwise to become subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. Any transfer or purported transfer of Capital Stock in violation of this Section V.5(f) or Section V.7 shall be null and void ab initio, and the Company shall not record any such transfer in the Stock Ledger or otherwise recognize any such transfer.
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Section 6. Stockholders’ Agreement.
(a) For so long as the Stockholders’ Agreement is in effect, to the fullest extent permitted by law, each Stockholder shall be subject to, shall be required to enter into, shall be deemed to have entered into, and shall be deemed to be bound by, the Stockholders’ Agreement, regardless of whether any such holder has executed the Stockholders’ Agreement, and the Stockholders’ Agreement shall be deemed to be a valid, binding and enforceable obligation of such holder (including any obligation set forth therein to waive or refrain from exercising any appraisal, dissenters or similar rights), even if such Stockholder has not actually executed and delivered a counterpart of the Stockholders’ Agreement.
(b) The Company is expressly authorized, pursuant to Section 122(18) of the DGCL and otherwise, to enter into, perform and comply with the Stockholders’ Agreement, including any provision thereof that (i) restricts or prohibits the Company or any of its subsidiaries from taking any action specified therein, (ii) requires the approval or consent of one or more Stockholders or other Persons before the Company or any of its subsidiaries may take any action specified therein, or (iii) obligates the Company, the Board of Directors, or one or more Stockholders to take, or to refrain from taking, any action specified therein. No provision of this Certificate of Incorporation shall be construed to be contrary to, or to limit the enforceability against the Company of, any such provision of the Stockholders’ Agreement, and the powers conferred on the Board of Directors and the Stockholders by this Certificate of Incorporation shall be exercised in accordance with the Stockholders’ Agreement for so long as it remains in effect.
Section 7. Regulatory Matters. To the extent that the Board of Directors deems it necessary to comply with the Communications Laws, the Board of Directors may (a) take any action it believes necessary to prohibit the ownership or voting of more than 24.9% (or such higher number as approved by the FCC in a ruling in effect on or after the date of this Certificate of Incorporation) of the Company’s outstanding Capital Stock by or for the account of any Non-U.S. Person, or by any other Person (i) that is subject to or deemed to be subject to control by a Non-U.S. Person on a de jure or de facto basis or (ii) owned by, or held for the benefit of, a Non-U.S. Person in a manner that would cause the Company to be in violation of any Communications Law; (b) prohibit any transfer of the Company’s stock which the Company believes could cause more than 24.9% (or such higher number as approved by the FCC in a ruling in effect on or after the date of this Certificate of Incorporation) of the Company’s outstanding Capital Stock to be owned or voted, directly or indirectly, by or for any Person identified in the foregoing clause (a); (c) prohibit the ownership, voting or transfer of any portion of its outstanding Capital Stock to the extent the ownership, voting or transfer of such portion would cause the Company to violate or would otherwise result in violation of any provision of any Communications Law; provided, that the Company shall use commercially reasonable efforts to facilitate such compliance; (d) cause any shares of Class A Common Stock to be converted into an equal number of shares of Class B Common Stock, or redeem Capital Stock, in each case to the extent necessary to bring the Company into compliance with the Communications Laws or to prevent the loss or impairment of any of the Company’s FCC licenses, with any such redemption to be at a price equal to the fair market value of such Capital Stock at the time of such redemption as determined in good faith by the Board of Directors and to be effected upon not less than ten (10) days’ prior written notice to the holder thereof (which notice shall specify the redemption date, the number and class of shares to be redeemed and the redemption price), and from and after the applicable redemption date (unless the Company shall default in the payment of the redemption price) all rights of the holder of the shares so redeemed shall cease, other than the right to receive the redemption price therefor, without interest; (e) require disclosure to the Company by any Stockholder if the ownership of Capital Stock by such Stockholder (together with its Affiliates) would result in 4.99% or more of the Company’s Capital Stock being owned or voted, directly or indirectly, by any Person identified in the foregoing clause (a); and (f) require that any Stockholder provide such information as the Company deems necessary or appropriate to effect the provisions of this Section V.7. Without limiting the foregoing and notwithstanding any provision contained herein to the contrary, no Stockholder shall be entitled to transfer or convert any share of the Company’s Capital Stock until all applicable regulatory approvals, including without limitation such regulatory approvals required by any Communications Laws, have been obtained and the Company shall use commercially reasonable efforts to obtain any such applicable regulatory approvals where required. In administering this Section V.7 and Section V.5, the Board of Directors may rely conclusively on information provided by Stockholders, on statements filed with the FCC or the Securities and Exchange Commission and on such other information as it deems reliable, and all determinations made in good faith by the Board of Directors pursuant to this Section V.7 or Section V.5 shall be conclusive and binding on the Company and all Stockholders. To the fullest extent permitted by law, neither the Company nor any director, officer or agent of the Company shall be liable to any Stockholder or other Person for any action taken or omitted to be taken in good faith pursuant to this Section V.7 or Section V.5.
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Section 8. Legend. Shares of Common Stock, to the extent certificated, shall bear a legend setting forth the restrictions on transfer and ownership which apply to such shares. With respect to any shares of Common Stock that are uncertificated, the Company shall, within a reasonable time after the issuance or transfer thereof, send to the registered owner thereof the notice required by Section 151(f) of the DGCL, which notice shall include a statement of such restrictions, and such restrictions shall be binding upon all holders and transferees of such shares to the fullest extent permitted by Section 202 of the DGCL.
Article VI.
BOARD OF DIRECTORS
Section 1. Powers; Number of Directors. Except as otherwise required by the DGCL or as provided in this Certificate of Incorporation or the Stockholders’ Agreement, the business and affairs of the Company shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them by statute or by this Certificate of Incorporation or the Bylaws of the Company then in effect, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Company, subject, nevertheless, to the DGCL, this Certificate of Incorporation, the Bylaws and the Stockholders’ Agreement. Except as otherwise provided for or fixed pursuant to the terms of any Certificate of Designation relating to the rights of holders of any series of Preferred Stock to elect additional directors, the total number of directors constituting the entire Board of Directors shall be as from time to time fixed by, or in the manner provided in, the Bylaws and the Stockholders’ Agreement.
Section 2. Limitation of Liability. To the fullest extent permitted under the DGCL, no officer or director of the Company shall be personally liable to the Company or its Stockholders for monetary damages for breach of fiduciary duty as an officer or director. If the DGCL is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Company shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any amendment or repeal of this Section VI.2 by the Stockholders of the Company or by changes in law, or the adoption of any other provision of this Certificate of Incorporation inconsistent with this Section VI.2, shall not adversely affect any right or protection of an officer or director of the Company hereunder in respect of any act or omission occurring prior to the time of such amendment or repeal.
Section 3. Bylaws. In furtherance and not in limitation of the powers conferred by the DGCL, subject to the terms and conditions of the Bylaws, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws, subject to the power of the Stockholders to adopt, amend or repeal the Bylaws and, for so long as it remains in effect, the Stockholders’ Agreement.
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Section 4. Voting Power of Directors. Pursuant to Section 141(d) of the DGCL, if at any time prior to the occurrence of a Next Gen Radio Approval Event, the Board of Directors consists of four (4) directors as a result of the elimination, in accordance with the Stockholders’ Agreement, of the directorship held by the Chief Executive Officer of the Company, then, for so long as such circumstances continue, the director designated by Next Gen Radio pursuant to the Stockholders’ Agreement who is not then serving as chairperson of the Board of Directors shall not be entitled to vote on any matter submitted to the Board of Directors and shall not be counted in determining the presence of a quorum or the vote required for any action of the Board of Directors, but shall be entitled to notice of and to attend all meetings of the Board of Directors. The identity of the directors described in this Section VI.4 shall be ascertainable from the designations made pursuant to the Stockholders’ Agreement and the books and records of the Company.
Article VII.
INDEMNIFICATION
Section 1. Right to Indemnification. Each Person who was or is a party or is threatened to be made a party to, or was or is otherwise involved in, any action, suit, arbitration, alternative dispute resolution mechanism, investigation, inquiry, judicial, administrative or legislative hearing, or any other threatened, pending or completed proceeding, whether brought by or in the right of the Company, or any predecessor of the Company, or otherwise, including any and all appeals, whether of a civil, criminal, administrative, legislative, investigative or other nature (hereinafter a “Proceeding”), by reason of the fact that such Person is or was a director or an officer of the Company, or any predecessor of the Company, or while a director or officer of the Company, or any predecessor of the Company, is or was serving at the request of the Company, or any predecessor of the Company, as a director, officer, manager, employee, agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, and such Person’s Affiliates (hereinafter, each such Person and Affiliate, an “Indemnitee”), or by reason of anything done or not done by such Person in any such capacity, shall be indemnified and held harmless by the Company to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes, penalties and amounts paid in settlement by or on behalf of the Indemnitee) reasonably incurred or suffered by such Indemnitee in connection therewith, all on the terms and conditions set forth in this Certificate of Incorporation and the Bylaws; provided, however, that except with respect to Proceedings (or parts thereof) initiated by an Indemnitee (a) by way of defense or counterclaim, (b) to enforce the Indemnitee’s rights to indemnification or Advancement of Expenses under this Certificate of Incorporation or the Bylaws, or (c) to enforce any other rights to indemnification or Advancement of Expenses under any contract or statute, including Section 145 of the DGCL, the Company shall indemnify an Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding was authorized by the Board of Directors.
Section 2. Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section VII.1, an Indemnitee shall, to the fullest extent permitted by law, also have the right to be paid by the Company the expenses (including attorneys’ fees) incurred in defending any Proceeding in advance of its final disposition (hereinafter an “Advancement of Expenses”); provided, however, that an Advancement of Expenses shall be made only upon delivery to the Company of an undertaking, by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal that such Indemnitee is not entitled to be indemnified for such expenses under this Article VII or otherwise.
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Section 3. Right of Indemnitee to Bring Suit. If a claim under Section VII.1 or Section VII.2 is not paid in full by the Company within sixty (60) calendar days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty (20) calendar days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (b) any suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such expenses upon a final adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Company (including its Board of Directors, independent legal counsel or Stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Company (including its Board of Directors, independent legal counsel or Stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or brought by the Company to recover an Advancement of Expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, under this Article VII or otherwise shall be on the Company.
Section 4. Indemnification for Successful Defense. To the extent that an Indemnitee has been successful on the merits or otherwise in defense of any Proceeding (or in defense of any claim, issue or matter therein), such Indemnitee shall be indemnified under this against expenses (including attorneys’ fees) actually and reasonably incurred in connection with such defense. Indemnification pursuant to the preceding sentence shall be mandatory and shall not be conditioned upon satisfaction of any standard of conduct; provided, however, that any Indemnitee who is not a current or former director or officer (as such term is defined in the final sentence of Section 145(c)(1) of the DGCL) shall be entitled to indemnification pursuant to the preceding sentence only to the extent authorized by the Board of Directors in accordance with Section 145(c)(2) of the DGCL.
Section 5. Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Article VII shall not be exclusive of any other right which any Person may have or hereafter acquire under any law, the Certificate of Incorporation, the Bylaws, the Stockholders’ Agreement, any other agreement, vote of Stockholders or disinterested directors, or otherwise.
Section 6. Insurance. The Company shall maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Company or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such Person against such expense, liability or loss under the DGCL.
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Section 7. Indemnification of Employees and Agents of the Company; Service at Subsidiaries. The Company may, to the extent and in the manner permitted by law, and to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the Advancement of Expenses to any employee or agent of the Company. An Indemnitee who is or was serving at the request of the Company as a director, officer, manager, employee, agent or trustee of any subsidiary of the Company shall be entitled to the rights to indemnification and Advancement of Expenses provided by this Article VII with respect to such service, and, as between the Company and any such subsidiary, the Company shall be the indemnitor of first resort and an Indemnitee shall not be required to seek indemnification or advancement from, or to exhaust remedies against, any such subsidiary as a condition to receiving indemnification or Advancement of Expenses from the Company. The Company shall cause the organizational documents of each of its subsidiaries to provide for indemnification and advancement of expenses to the fullest extent permitted by the law applicable to such subsidiary. In addition, the Company may, to the extent and in the manner permitted by law, and to the extent authorized from time to time, grant rights to indemnification and to the Advancement of Expenses to individuals with respect to their service as an employee or agent of subsidiaries of the Company.
Section 8. Nature of Rights. The rights conferred upon Indemnitees in this Article VII shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a director or officer, manager, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators. Any amendment, alteration or repeal of this Article VII that adversely affects any right of an Indemnitee or its successors shall be prospective only (except to the extent such amendment or change in law permits the Company to provide broader indemnification rights on a retroactive basis than permitted prior thereto) and shall not limit or eliminate any such right with respect to any Proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.
Section 9. Settlement of Claims. Notwithstanding anything in this Article VII to the contrary, the Company shall not be liable to indemnify any Indemnitee under this Article VII for any amounts paid in settlement of any Proceeding effected without the Company’s written consent, which consent shall not be unreasonably withheld.
Section 10. Subrogation. Except as otherwise provided in Section VII.10, in the event of payment under this Article VII, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.
Section 11. Indemnitor of First Resort. The Company hereby acknowledges that certain Indemnitees may have rights to indemnification, advancement of expenses and/or insurance provided by one or more Stockholders or Affiliates of Stockholders (other than the Company and its subsidiaries) (collectively, the “Secondary Indemnitors”). The Company hereby agrees that, with respect to any such Indemnitee, (a) the Company is the indemnitor of first resort (i.e., its obligations to such Indemnitee under this Article VII, the Bylaws, the Stockholders’ Agreement, any agreement and any insurance policy maintained by the Company or its subsidiaries are primary, and any obligation of the Secondary Indemnitors to advance expenses or to provide indemnification or insurance for the same expenses, liabilities or losses incurred by such Indemnitee is secondary), (b) the Company shall be required to advance the full amount of expenses incurred by such Indemnitee and shall be liable for the full amount of all expenses, judgments, fines, penalties and amounts paid in settlement to the extent legally permitted and as required by the terms of this Article VII, the Bylaws, the Stockholders’ Agreement, and any other agreement between the Company and such Indemnitee, without regard to any rights such Indemnitee may have against the Secondary Indemnitors, and (c) the Company irrevocably waives, relinquishes and releases the Secondary Indemnitors from any and all claims against the Secondary Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Secondary Indemnitors on behalf of any such Indemnitee with respect to any claim for which such Indemnitee has sought indemnification or Advancement of Expenses from the Company shall affect the foregoing, and the Secondary Indemnitors shall have a right of contribution and/or shall be subrogated, to the extent of such advancement or payment, to all of the rights of recovery of such Indemnitee against the Company. The Secondary Indemnitors are express third-party beneficiaries of the terms of this Section VII.11.
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Section 12. Severability. If any provision or provisions of this Article VII shall be held to be invalid, illegal or unenforceable as applied to any Person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law: (a) the validity, legality and enforceability of such provision in any other circumstance and of the remaining provisions of this Article VII (including, without limitation, all portions of any paragraph of this Article VII containing any such provision held to be invalid, illegal or unenforceable, that are not by themselves invalid, illegal or unenforceable) and the application of such provision to other Persons or circumstances shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Article VII (including, without limitation, all portions of any paragraph of this Article VII containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent of the parties that the Company provide protection to the Indemnitee to the fullest extent set forth in this Article VII.
Section 13. Relationship to Bylaws. The rights conferred by this Article XI are in addition to, and not in limitation of, the rights conferred by Article VIII of the Bylaws. In the event of any conflict or inconsistency between this Article XI and Article VIII of the Bylaws, the provision that is more favorable to the Indemnitee shall control to the fullest extent permitted by law, and nothing in this Article XI shall be construed to limit or diminish any right of any Indemnitee under the Bylaws, the Stockholders’ Agreement, any agreement or applicable law.
Article VIII.
AMENDMENT
Section 1. Amendment of Certificate of Incorporation. Notwithstanding any other provision in this Certificate of Incorporation or the Bylaws, in addition to any other affirmative vote of the holders of any particular class or series of stock of the Company required by applicable law or the Stockholders’ Agreement, the affirmative vote of the holders of at least (a) 55% of the outstanding Class A Common Stock, or (b) 55% of the outstanding Common Stock, which, in each case, for so long as Next Gen Radio together with its Affiliates and Permitted Transferees (as defined in the Stockholders’ Agreement) beneficially owns at least 15% of the outstanding equity securities in the Company, must include the prior written consent of Next Gen Radio and, which, for the avoidance of doubt, would exclude any Common Stock held by any Foreign Restricted Stockholder, shall be required to adopt, amend or repeal any provision of this Certificate of Incorporation.
Section 2. Rights Reserved. The Company reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation or the Bylaws, and to add other provisions authorized by the laws of the State of Delaware at the time in force, in the manner now or hereafter prescribed by the laws of the State of Delaware, and all powers, preferences and rights of any nature conferred upon Stockholders, directors or any other Persons by and pursuant to this Certificate of Incorporation, the Bylaws, or the Stockholders’ Agreement are granted subject to the rights reserved in this Section VIII.2.
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Article IX.
GENERAL
Section 1. Definitions. For the purposes of this Certificate of Incorporation, the following capitalized terms shall have the meanings set forth below:
“Affiliate” has the meaning ascribed to such term in Rule 12b-2 under the Exchange Act; provided that, for purposes of Section V.5 and Section V.7, the Affiliates of a Person shall also include any other Person whose interests in the Company would be aggregated with, or attributed to, such Person under the Communications Laws.
“Board of Directors” means the board of directors of the Company.
“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City of New York.
“Capital Stock” means all shares now or hereafter authorized of any class or series of capital stock of the Company which has the right to participate in the distribution of the assets and earnings of the Company, including Common Stock or Preferred Stock and any securities convertible into shares of Common Stock or Preferred Stock (as a result of conversion rights, recapitalization, share exchange or similar event) or are issued with respect to Common Stock or Preferred Stock, including, without limitation, with respect to any stock split or stock dividend, or a successor security.
“Certificate of Designation” means any certificate filed with the Office of the Secretary of State of the State of Delaware establishing the terms of a series of Preferred Stock in accordance with Section IV.1(b).
“Communications Laws” means the Communications Act of 1934, as amended, and the rules, regulations, and policies of the Federal Communications Commission promulgated thereunder and in effect from time to time.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“FCC” means the Federal Communications Commission including any official bureau or division thereof acting on delegated authority, and any successor governmental agency performing functions similar to those performed by the Federal Communications Commission.
“Foreign Restricted Stockholder” means any Stockholder that is a Non-U.S. Person (or that is directly or indirectly owned or controlled by one or more Non-U.S. Persons to an extent that would require Specific Approval under the Communications Laws) holding (a) 4.99% or more of the outstanding equity securities in the Company, or (b) 4.99% or more of the outstanding Class A Common Stock. Any such Stockholder shall cease to be a “Foreign Restricted Stockholder” in the event (i) such Stockholder holds (A) less than 4.99% of equity securities in the Company, and (B) less than 4.99% of the outstanding Class A Common Stock, or (ii) the FCC issues a declaratory ruling granting Specific Approval for such Stockholder to hold a direct and/or indirect equity and/or voting interest in the Company at levels equal to or greater than such Stockholder’s existing applicable equity and/or voting interests. The term “Foreign Restricted Stockholder” should be interpreted consistent with the Communications Laws.
“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder and in effect from time to time.
“Next Gen Radio” means Next Gen Radio Enterprises LLC, a Delaware limited liability company, together with its Affiliates.
“Next Gen Radio Approval Event” means the date on which both (a) the FCC has approved Next Gen Radio as a controlling interest holder of the Company under the Communications Laws and (b) Next Gen Radio together with its Affiliates and Permitted Transferees (as defined in the Stockholders’ Agreement) beneficially owns a majority of either the (i) outstanding Class A Common Stock or (ii) outstanding Common Stock.
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“Non-U.S. Person” means (a) an individual that is a citizen of any country other than the United States, (b) an entity that is organized in a jurisdiction other than the United States, (c) a governmental entity outside of the United States, and (d) any representative of such individual or entity.
“Person” means any individual, entity, or group within the meaning of Section 13(d)(3) of the Exchange Act.
“Specific Approval” means the FCC’s approval of a specific Non-U.S. Person’s holding of equity securities or any other voting or equity interest in the Company issued in any declaratory ruling or similar ruling and any clearance or approval of any other governmental authority such as the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector (formerly known as “Team Telecom”), prior to or in connection with such FCC approval.
Section 2. Forum. Unless the Company, in writing, selects or consents to the selection of an alternative forum: (a) the sole and exclusive forum for any complaint asserting any internal corporate claims (as defined below), to the fullest extent permitted by law, and subject to applicable jurisdictional requirements, shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have, or declines to accept, jurisdiction, another state court or a federal court located within the State of Delaware); and (b) the sole and exclusive forum for any complaint asserting a cause of action arising under the Securities Act of 1933 (as amended), to the fullest extent permitted by law, shall be the federal district courts of the United States of America. Notwithstanding the foregoing, this Article IX shall not apply to any claim or cause of action as to which the federal courts of the United States have exclusive jurisdiction, including any claim arising under the Exchange Act; provided that the foregoing shall not limit the application of clause (b) to any complaint asserting a cause of action arising under the Securities Act of 1933 (as amended). For purposes of this Article IX, internal corporate claims means claims, including claims in the right of the Company that are based upon a violation of a duty by a current or former director, officer or Stockholder in such capacity, or as to which the DGCL confers jurisdiction upon the Court of Chancery. Any Person purchasing or otherwise acquiring or holding any interest in shares of stock of the Company shall be deemed to have notice of and consented to the provisions of this Article IX.
Section 3. Enforceability. If any provision of this Article IX shall be held to be invalid, illegal or unenforceable as applied to any Person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision in any other circumstance and of the remaining provisions of this Article IX (including, without limitation, each portion of any sentence of this Article IX containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other Persons or circumstances shall not in any way be affected or impaired thereby.
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Section 4. Waiver of Corporate Opportunities. To the fullest extent permitted by applicable law, including Section 122(17) of the DGCL, the Company renounces and waives any interest or expectancy of the Company in, or any right to be offered an opportunity to participate in, any business opportunity that may, from time to time, be presented to or come to the attention of (x) any Stockholder or any Affiliate of a Stockholder, (y) any director of the Company who is not also an employee of the Company or any of its subsidiaries, or (z) any of the respective officers, directors, shareholders, partners, members, managers, employees, agents, representatives or Affiliates of any Person described in the foregoing clause (x) or (y) (each Person described in the foregoing clause (x), (y) or (z), other than any individual who is an employee of the Company or any of its subsidiaries, an “Exempt Person”). Each Exempt Person may take advantage of any business or corporate opportunity of any type or description that may be available to such Exempt Person without (a) offering such opportunity to the Company, (b) informing the Company of the existence of such opportunity or (c) giving the Company the right to participate in any such opportunity, even if such opportunity competes with the Company in the business of the Company. To the fullest extent permitted by applicable law, no Exempt Person shall (i) have any duty to communicate or offer any such business opportunity to the Company, (ii) be liable to the Company or any of its Stockholders for breach of any fiduciary or other duty by reason of the fact that such Exempt Person pursues or acquires such business opportunity, directs such business opportunity to another Person, or fails to present such business opportunity, or information regarding such business opportunity, to the Company, regardless of whether the Company or any Stockholder suffered any loss or damage as a result thereof, (iii) be liable to the Company or any of its Stockholders for any action taken or omitted to be taken by such Exempt Person in connection with any business, venture, or activity competitive with the business of the Company, or (iv) be liable to the Company or any of its Stockholders for any conflict of interest, actual or potential, arising from such Exempt Person’s pursuit of any corporate opportunity or engagement in any competitive activity; provided, that nothing in this Section IX.4 relieves any Stockholder of its confidentiality obligations, including as set forth in the Stockholders’ Agreement. The renunciation set forth in this Section IX.4 shall extend to business opportunities of the Company’s subsidiaries as if they were business opportunities of the Company. Any Person purchasing or otherwise acquiring or holding any interest in shares of stock of the Company shall be deemed to have notice of and to have consented to the provisions of this Section IX.4. Neither the alteration, amendment or repeal of this Section IX.4, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Section IX.4, shall eliminate or reduce the effect of this Section IX.4 in respect of any business opportunity first identified, or any other matter occurring, or any cause of action, suit or claim that, but for this Section IX.4, would accrue or arise, prior to such alteration, amendment, repeal or adoption.
Section 5. Interested Directors, Officers and Stockholders.
(a) To the fullest extent permitted by applicable law, no contract, transaction or other act between the Company or any of its subsidiaries, on the one hand, and any one or more of the directors or officers of the Company, any Controlling Stockholder, or any Affiliate of any of the foregoing, or any other corporation, partnership, association or other organization in which one or more of the directors, officers or Controlling Stockholders of the Company are directors or officers or have a financial interest, on the other hand (or any other act or transaction in which any such director, officer or Controlling Stockholder has a material interest, including any “controlling stockholder transaction” within the meaning of Section 144 of the DGCL), shall be void or voidable, or shall be the subject of equitable relief or give rise to an award of damages or other sanctions against any such director, officer or Controlling Stockholder, solely for such reason, or solely because such director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes such contract, transaction or act, or solely because his or her vote is counted for such purpose, if such contract, transaction or act is authorized, approved or ratified in accordance with, or otherwise satisfies the requirements of (including by being fair as to the Company and its stockholders), Section 144 of the DGCL.
(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee thereof which authorizes any such contract, transaction or act.
(c) Nothing in this Certificate of Incorporation or the Bylaws shall be deemed to limit or restrict the protections afforded to directors, officers and controlling stockholders under Section 144 of the DGCL, and the approval of any transaction in accordance with the procedures set forth in the Stockholders’ Agreement shall be in addition to, and not in limitation of, any safe harbor or other protection available under Section 144 of the DGCL.
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Section 6. Inapplicability of DGCL Section 203. The Company expressly elects that it shall not be governed by, or otherwise subject to, Section 203 of the DGCL.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Company has caused this Certificate of Incorporation to be executed by a duly authorized officer as of the 16th day of October, 2026.
| CUMULUS MEDIA INC. | ||
| By: | /s/ Richard S. Denning | |
| Name: Richard S. Denning | ||
| Title: Executive Vice President, Secretary & General Counsel | ||
[Signature Page to Second Amended and Restated Certificate of Incorporation of Cumulus Media Inc.]
Exhibit 3.2
FOURTH AMENDED AND RESTATED
BYLAWS
OF
CUMULUS MEDIA INC.
(a Delaware corporation)
Article I
DEFINITIONS
Section 1.1 “Affiliates” has the meaning set forth in the Certificate of Incorporation.
Section 1.2 “Bylaws” means these Fourth Amended and Restated Bylaws of the Company, as the same may be amended, restated, modified, or supplemented from time to time.
Section 1.3 “CEO Director” has the meaning set forth in the Stockholders’ Agreement.
Section 1.4 “Certificate of Designation” has the meaning set forth in the Certificate of Incorporation.
Section 1.5 “Communications Laws” has the meaning set forth in the Certificate of Incorporation.
Section 1.6 “Company” means Cumulus Media Inc., a Delaware corporation.
Section 1.7 “Governmental Authority” means any United States or non-United States federal, national, supranational, state, provincial, local or similar government, governmental, regulatory or administrative authority, branch, agency, law enforcement body or commission, or any court, tribunal, or arbitral or judicial body.
Section 1.8 “Initial Board” has the meaning set forth in the Stockholders’ Agreement.
Section 1.9 “Majority Stockholder Approval” has the meaning set forth in the Stockholders’ Agreement.
Section 1.10 “Next Gen Radio” means Next Gen Radio Enterprises LLC, a Delaware limited liability company, together with its Affiliates.
Section 1.11 “Next Gen Radio Approval Event” has the meaning set forth in the Certificate of Incorporation.
Section 1.12 “Next Gen Radio Directors” has the meaning set forth in the Stockholders’ Agreement.
Section 1.13 “Next Gen Radio Subsequent Directors” has the meaning set forth in the Stockholders’ Agreement.
Section 1.14 “Person” means an individual, corporation, partnership, limited liability company, limited liability partnership, joint venture, syndicate, person, trust, association, organization or other entity, including any Governmental Authority, and including any successor, by merger or otherwise, of any of the foregoing.
Section 1.15 “Preferred Stock” has the meaning set forth in the Certificate of Incorporation.
Section 1.16 “Related Party Transaction” has the meaning set forth in the Stockholders’ Agreement.
Section 1.17 “Stockholders’ Agreement” means that certain Stockholders’ Agreement of the Company, dated as of October 16, 2026, by and among the Company and the stockholders of the Company, as the same may be amended, restated, modified or supplemented from time to time.
Section 1.18 “Subsequent Board” has the meaning set forth in the Stockholders’ Agreement.
Section 1.19 “Subsidiaries” has the meaning set forth in the Stockholders’ Agreement.
Article II
CORPORATE OFFICES
Section 2.1 Registered Office. The registered office of the Company shall be fixed in the Certificate of Incorporation of the Company (as the same may be amended, restated, modified or supplemented from time to time, the “Certificate of Incorporation”). The registered office and/or registered agent of the Company may be changed from time to time by action of the Board of Directors of the Company (the “Board of Directors”).
Section 2.2 Other Offices. The Company may also have an office or offices, and keep the books and records of the Company, except as otherwise required by law, at such other place or places, either within or outside of the State of Delaware, as the Board of Directors may from time to time determine or the business of the Company may require.
Article III
MEETINGS OF STOCKHOLDERS
Section 3.1 Annual Meeting. The annual meeting of stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, if any, either within or outside of the State of Delaware, on such date, and at such time as the Board of Directors shall fix. The Board of Directors may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board of Directors. If directors are elected by written consent of the stockholders in lieu of an annual meeting in accordance with Section 211(b) of the DGCL and Section 3.9, no annual meeting of stockholders need be held for the applicable year.
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Section 3.2 Special Meetings. Except as otherwise required by law, and except as otherwise provided for or fixed pursuant to the Certificate of Incorporation or the Stockholders’ Agreement, a special meeting of the stockholders of the Company (a “Special Stockholders Meeting”): (a) may be called at any time by the Board of Directors; and (b) shall be called by the Chairperson of the Board of Directors (the “Chairperson of the Board”) upon the written request or requests of one or more Persons that own shares representing at least a majority of the voting power of the stock entitled to vote on the matter or matters to be brought before the proposed special meeting voting together as a single class, with such written request or requests being delivered to the secretary of the Company (the “Secretary”). Except as otherwise required by law, and except as otherwise provided for or fixed pursuant to the Certificate of Incorporation or the Stockholders’ Agreement, special meetings of the stockholders of the Company may not be called by any other Person or Persons. If none of the stockholders who submitted the Special Stockholders Meeting request (or their qualified representatives) appears at the Special Stockholders Meeting to present the matter or matters to be brought before the Special Stockholders Meeting that were specified in the Special Stockholders Meeting request, the Company need not present the matter or matters for a vote at the meeting, notwithstanding that proxies in respect of such vote may have been received by the Company. The Board of Directors may postpone, reschedule or cancel any Special Stockholders Meeting (i) scheduled by the Board of Directors pursuant to clause (a) of this Section 3.2, or (ii) called by the Chairperson of the Board or the Secretary pursuant to clause (b) of this Section 3.2, but only upon the written request or requests of the requesting stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Company’s notice of meeting.
Section 3.3 Notice of Stockholders’ Meetings.
(a) Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting of stockholders shall specify the place, if any, date and time of the meeting of stockholders, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for determining the stockholders entitled to notice of the meeting), and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting. The notice shall be given not less than ten (10) days nor more than sixty (60) days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting, except as otherwise provided by law, the Certificate of Incorporation or these Bylaws. In the case of a special meeting, the purpose or purposes for which the meeting is called also shall be set forth in the notice.
(b) Any notice to stockholders given by the Company may be given in writing directed to the stockholder’s mailing address as it appears on the records of the Company (or by electronic transmission directed to the stockholder’s electronic mail address, as applicable) and shall be given (i) if mailed, when the notice is deposited in the U.S. mail, postage prepaid; (ii) if delivered by courier service, the earlier of when the notice is received or left at such stockholder’s address; or (iii) if given by electronic mail, when directed to such stockholder’s electronic mail address unless the stockholder has notified the Company in writing or by electronic transmission of an objection to receiving notice by electronic mail or such notice is prohibited by Section 232(e) of the General Corporation Law of the State of Delaware (as the same exists or may hereafter be amended from time to time, the “DGCL”). If notice is given by electronic mail, such notice shall comply with the applicable provisions of Section 232 of the DGCL.
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(c) Notice may be given by other forms of electronic transmission with the consent of a stockholder in the manner permitted by Section 232(b) of the DGCL and shall be deemed given as provided therein, including but not limited to posting such notice in an accessible online data site or shared drive.
(d) An affidavit that notice has been given, executed by any officer, transfer agent or other agent of the Company, shall be prima facie evidence of the facts stated in the notice in the absence of fraud. Notice shall be deemed to have been given to all stockholders who share an address if notice is given in accordance with Section 233 of the DGCL.
(e) When a meeting is adjourned to another time or place (including an adjournment taken to address a technical failure to convene or continue a meeting using remote communication), notice need not be given of the adjourned meeting if the place, if any, date and time thereof, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are: (i) announced at the meeting at which the adjournment is taken; (ii) displayed, during the time scheduled for the meeting, on the same electronic network used to enable stockholders and proxyholders to participate in the meeting by means of remote communication; or (iii) set forth in the notice of meeting given in accordance with Section 3.3(a); provided, however, that if the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix a new record date for notice of such adjourned meeting in accordance with Section 7.5(a), and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.
Section 3.4 Organization.
(a) Meetings of stockholders shall be presided over by the Chairperson of the Board, or in his or her absence, by another person designated by the Chairperson of the Board. The order of business at each meeting of the stockholders shall be determined by the Chairperson of the Board or other Person presiding over such meeting in accordance with the immediately preceding sentence (any such Person, the “Chairperson of the Meeting”), but such order of business may be changed by a majority in voting interest of those present in person or by proxy at such meeting and entitled to vote thereat. The Secretary, or in his or her absence, an Assistant Secretary, or in the absence of the Secretary and all Assistant Secretaries, a person whom the Chairperson of the Meeting shall appoint, shall act as secretary of the meeting and keep a record of the proceedings thereof.
(b) The date and time of the opening and the closing of the polls for each matter upon which the stockholders shall vote at a meeting of stockholders shall be announced at the meeting. The Board of Directors may adopt such rules and regulations for the conduct of any meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the Chairperson of the Meeting shall have the authority to adopt and enforce such rules and regulations for the conduct of any meeting of stockholders and the safety of those in attendance as, in the judgment of the Chairperson of the Meeting, are necessary, appropriate or convenient for the conduct of the meeting. Rules and regulations for the conduct of meetings of stockholders, whether adopted by the Board of Directors or by the Chairperson of the Meeting, may include, without limitation, establishing: (i) an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies, qualified representatives (including rules around who qualifies as such) and such other Persons as the Chairperson of the Meeting shall permit; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; (v) limitations on the time allotted for consideration of each agenda item and for questions and comments by participants; (vi) regulations for the opening and closing of the polls for balloting and matters which are to be voted on by ballot (if any); and (vii) procedures (if any) requiring attendees to provide the Company advance notice of their intent to attend the meeting. Subject to any rules and regulations adopted by the Board of Directors, the Chairperson of the Meeting may convene and, for any reason, from time to time, adjourn and/or recess any meeting of stockholders pursuant to Section 3.6. The Chairperson of the Meeting, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall declare that a nomination or other business was not properly brought before the meeting if the facts warrant, and if such Chairperson of the Meeting should so declare, such nomination shall be disregarded or such other business shall not be transacted.
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Section 3.5 List of Stockholders. The Company shall prepare, no later than the tenth (10th) day before each meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting; provided, however, that if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth (10th) day before the meeting date. Such list shall be arranged in alphabetical order and shall show the address of each stockholder and the number of shares registered in the name of each stockholder. Nothing in this Section 3.5 shall require the Company to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for ten (10) days ending on the day before the meeting date: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting; or (b) during ordinary business hours at the principal place of business of the Company. In the event that the Company determines to make the list available on an electronic network, the Company may take reasonable steps to ensure that such information is available only to stockholders of the Company. Except as otherwise required by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 3.5 or to vote in person or by proxy at any meeting of stockholders.
Section 3.6 Adjournment. At any meeting of stockholders of the Company, whether or not a quorum is present (as determined in accordance with Section 3.7(b)), the Chairperson of the Meeting or stockholders holding a majority of the voting power of the stock present in person or represented by proxy shall have the power to adjourn the meeting from time to time without notice, other than the announcement (which can be displayed during the time scheduled for the meeting on the same electronic network used to enable stockholders and proxyholders to participate in the meeting by means of remote communication) at the meeting at which the adjournment is taken of the date and time of the adjourned meeting; provided, that the Chairperson of the Meeting or stockholders holding a majority of the voting power of the stock present in person or represented by proxy shall also have the power to adjourn the meeting from time to time to address a technical failure to convene or continue a meeting using remote communication, which adjournment can be done without notice, other than the announcement (which can be displayed during the time scheduled for the meeting on the same electronic network used to enable stockholders and proxyholders to participate in the meeting by means of remote communication) at the meeting at which the adjournment is taken of the date and time of the adjourned meeting. Any business may be transacted at the adjourned meeting that might have been transacted at the meeting originally noticed. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date so fixed for notice of such adjourned meeting.
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Section 3.7 Quorum and Voting; Proxies.
(a) Except as otherwise required by law, the Certificate of Incorporation, these Bylaws, or the Stockholders’ Agreement, each holder of stock of the Company entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of such stock held of record by such holder that has voting power upon the subject matter in question.
(b) Except as otherwise required by law, the Certificate of Incorporation, these Bylaws or the Stockholders’ Agreement: (i) stockholders holding a majority of the voting power of the outstanding shares entitled to vote on the matter, present in person or represented by proxy, shall constitute a quorum at any meeting of stockholders; (ii) at each meeting of stockholders at which a quorum is present, all corporate actions to be taken by vote of the stockholders shall be authorized by the affirmative vote of the holders of at least a majority of the voting power of the stock present in person or represented by proxy and entitled to vote on the subject matter; (iii) where a separate vote by a class or series or classes or series is required, if a quorum of such class or series or classes or series is present, such act shall be authorized by the affirmative vote of the holders of at least a majority of the voting power of the stock of such class or series or classes or series present in person or represented by proxy and entitled to vote on the subject matter; and (iv) if a quorum is not present or represented at any meeting of stockholders, then the Chairperson of the Meeting, or the holders of a majority of the voting power of the stock present in person or represented by proxy at the meeting and entitled to vote thereon, shall have power to adjourn or recess the meeting from time to time in accordance with Section 3.6, until a quorum is present or represented. Voting at meetings of stockholders need not be by written ballot.
(c) Every stockholder entitled to vote for directors, or on any other matter, shall have the right to do so either in person or by one or more Persons authorized to act for such stockholder by proxy. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Company generally. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary a revocation of the proxy or an executed new proxy bearing a later date.
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Section 3.8 Meetings by Remote Communications. The Board of Directors may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication in accordance with Section 211(a)(2) of the DGCL. If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication: (a) participate in a meeting of stockholders; and (b) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that: (x) the Board of Directors shall implement reasonable measures to verify that each Person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder; (y) the Board of Directors shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and (z) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Company.
Section 3.9 Action by Stockholders by Written Consent. Any action required or permitted to be taken at any annual or special meeting of stockholders entitled to vote on such action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. To be effective, any such consent must be delivered to the Company in accordance with Section 228(d) of the DGCL. Unless otherwise provided, any such consent shall be revocable prior to its becoming effective. The Company shall provide written notice (which may be given by electronic transmission in accordance with Section 232 of the DGCL) to all stockholders promptly following the taking of a corporate action without a meeting by less than unanimous consent. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.
Article IV
DIRECTORS
Section 4.1 Powers. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors. In addition to the powers and authorities these Bylaws expressly confer upon it, the Board of Directors may exercise all such powers of the Company and do all such lawful acts and things as are not by law, the Certificate of Incorporation, these Bylaws or the Stockholders’ Agreement required to be exercised or done by the stockholders.
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Section 4.2 Number; Election; Term. The Board of Directors shall consist of not less than one (1) and not more than seven (7) directors, the number to be fixed in accordance with the terms and conditions set forth in the Stockholders’ Agreement (including Article II thereof); provided, that, upon the occurrence of a Next Gen Radio Approval Event, the Board of Directors shall consist of not less than one (1) and not more than five (5) directors, the number to be fixed in accordance with the terms and conditions set forth in the Stockholders’ Agreement (including Article II thereof); provided, further, that, following the occurrence of a Next Gen Radio Approval Event, so long as Next Gen Radio together with its Affiliates and Permitted Transferees beneficially owns a majority of either the (i) outstanding Class A Common Stock or (ii) outstanding Common Stock, Next Gen Radio shall be entitled to set the number of directors constituting the full Board in its sole discretion, which shall consist of either three (3) or five (5) directors. The composition of the Board of Directors shall at all times be in accordance with the terms and conditions set forth in the Stockholders’ Agreement (including Article II thereof). All members of the Board of Directors must be qualified under the Communications Laws to hold attributable interests (as such term is used in the Communications Laws) in the Company. Each director shall hold office until the next annual meeting of stockholders (or written consent of stockholders in lieu thereof) and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, disqualification or removal. Directors need not be stockholders of the Company or residents of the State of Delaware.
Section 4.3 Vacancies and Newly Created Directorships. Unless otherwise required by law, and subject to the rights of holders of any series of Preferred Stock to elect directors to the extent set forth in a Certificate of Designation, any newly created directorships resulting from an increase in the authorized number of directors and any vacancies occurring in the Board of Directors, may be filled in accordance with the terms and conditions set forth in the Stockholders’ Agreement (including Article II thereof) or, to the extent the Stockholders’ Agreement does not so provide or is no longer in effect, by the unanimous approval of all of the directors then in office. Any director so chosen shall hold office until the next election of directors and until his or her successor shall have been duly elected and qualified. Other than in connection with the formation of the Subsequent Board in accordance with Sections 2.2 and 2.3 of the Stockholders’ Agreement, no decrease in the authorized number of directors shall shorten the term of any incumbent director.
Section 4.4 Resignations . Any director may resign at any time upon notice given in writing or by electronic transmission to the Board of Directors, the Chairperson of the Board or the Secretary. Such resignation shall take effect upon delivery, unless the resignation specifies a later effective date or time or an effective date or time determined upon the happening of an event or events. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 4.5 Regular Meetings. Meetings of the Board of Directors will be held at the principal office of the Company or at such other place as may be determined by the Board of Directors. Business at meetings of the Board of Directors may be conducted once a quorum is present (as determined by Section 4.9). Regular meetings of the Board of Directors will be held on such dates and at such times as will be determined by the Board of Directors.
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Section 4.6 Weekly Management Meetings. Beginning on the date of these Bylaws until the Board of Directors adopts a resolution otherwise at a duly called meeting of the Board of Directors, the Board of Directors shall meet with the Company’s management team on a weekly basis for the management team to present the operations and financial results of the Company to the Board of Directors, in a form reasonably acceptable to the Board of Directors; provided, that, the Chairperson of the Board shall have the authority (in his or her sole discretion) to cancel any such meeting upon at least twenty-four (24) hours’ notice; provided, further, that any member of management team’s failure to attend any such meeting due to a scheduling conflict or otherwise shall not constitute a breach of any employment obligation to the Company or any other obligation of such Person contained in these Bylaws, the Certificate of Incorporation, or any other such agreement. During such weekly management meetings, the Board of Directors shall consider and assist the management team with strategic decisions concerning the direction of the business of the Company. Such weekly management meetings shall not constitute meetings of the Board of Directors as contemplated in Section 4.5 and Section 4.7 through Section 4.9 (and therefore may not solicit votes from directors); provided, however, that at least one (1) Next Gen Radio Director or Next Gen Radio Subsequent Director, as applicable, shall be present at each weekly management meeting.
Section 4.7 Special Meetings. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chairperson of the Board. Notice of each special meeting of the Board of Directors stating the date, place and time of such meeting will be given to each director by hand, telephone, email, overnight courier or the United States mail at least twenty-four (24) hours prior to such meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of such meeting, except as otherwise required by applicable law. Notice may be waived before or after a meeting or by attendance without protest at such meeting. The actions taken by the Board of Directors at any meeting (as opposed to by written consent), however called and noticed, will be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the directors as to whom it was improperly held sign a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. In the event that a special meeting of the Board of Directors is called to discuss and deliberate on the performance of the Chief Executive Officer, notice of such meeting shall be provided to all directors pursuant to this Section 4.7; provided, however, that the Board of Directors may (x) meet in an executive session that excludes the Chief Executive Officer, or (y) delegate any such matters to a committee that excludes the Chief Executive Officer, and any action taken at any such meeting regarding the Chief Executive Officer’s employment, including the terms and conditions of such employment, or the termination thereof, shall be valid so long as a quorum is present (as determined by Section 4.9). The Board of Directors may adopt such other procedures governing meetings and the conduct of business at such meetings as the Board of Directors will deem appropriate.
Section 4.8 Remote Participation in Meetings. Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board of Directors or committee by means of conference telephone or other communications equipment by means of which all Persons participating in the meeting can communicate with each other, and such participation shall constitute presence in person at such meeting.
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Section 4.9 Quorum and Voting.
(a) A majority of the directors then serving on the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors; provided, that, notwithstanding the foregoing, (i) a quorum of the Board of Directors must include at least two (2) Next Gen Radio Directors or Next Gen Radio Subsequent Directors, as applicable, and (ii) the presence of any director is not required in order to constitute a quorum if the same director fails to attend two consecutive meetings of the Board of Directors that are duly called and duly noticed and cover the same subject matter. Except as otherwise required by law, the Certificate of Incorporation, these Bylaws or the Stockholders’ Agreement, the vote of a majority of the directors present at a duly held meeting at which a quorum is present shall be the act of the Board of Directors. The Chairperson of the Board or a majority of the directors present may adjourn the meeting to another time and place whether or not a quorum is present. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.
(b) Notwithstanding anything herein to the contrary, if the CEO Director position is eliminated and the Initial Board is reduced to four (4) directors pursuant to Section 2.2(b) of the Stockholders’ Agreement, then, in accordance with Section 2.2(b) of the Stockholders’ Agreement and Section VI.4 of the Certificate of Incorporation, the Next Gen Radio Director who is not the Chairperson of the Board shall not vote on any matter upon which the Board of Directors may vote, and shall not be counted in determining the presence of a quorum or the vote required for any action of the Board of Directors (but shall be entitled to notice of and to attend all meetings of the Board of Directors), until the occurrence of a Next Gen Radio Approval Event; during such period, the requirement of clause (i) of Section 4.9(a) shall be satisfied by the presence of the Chairperson of the Board.
Section 4.10 Board of Directors Action by Written Consent Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation, these Bylaws, or the Stockholders’ Agreement, any action required or permitted to be taken at any meeting of the Board of Directors, or any committee thereof, may be taken without a meeting by unanimous written consent of the directors then serving on the Board of Directors or such committee thereof. After an action is taken, the consent or consents relating thereto shall be filed with the minutes or proceedings of the Board of Directors or committee in the same paper or electronic form as the minutes are maintained. Any person (whether or not then a director) may provide, whether through instruction to an agent or otherwise, that a consent to action shall be effective at a future time (including a time determined upon the happening of an event), no later than sixty (60) days after such instruction is given or such provision is made and such consent shall be deemed to have been given at such effective time so long as such person is then a director and did not revoke the consent prior to such time. Any such consent shall be revocable prior to its becoming effective.
Section 4.11 Chairperson of the Board. The Chairperson of the Board shall preside at meetings of stockholders in accordance with Section 3.4(a) above and at meetings of directors and shall perform such other duties as the Board of Directors may from time to time determine. The election of the Chairperson of the Board shall be as set forth in the Stockholders’ Agreement.
Section 4.12 Rules and Regulations. The Board of Directors may adopt such rules and regulations not inconsistent with the provisions of law, the Certificate of Incorporation, these Bylaws or the Stockholders’ Agreement for the conduct of its meetings and management of the affairs of the Company as the Board of Directors deems proper.
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Section 4.13 Delegation. The Board of Directors may, from time to time, delegate to one or more Persons (including any committee, officer or agent) such authority and duties as the Board of Directors may deem advisable and which are commensurate with duties customarily delegated to such Person given such Person’s relationship with the Company (including as a committee, officer or agent); provided, that the Board of Directors may not delegate its general duties and responsibilities, without limitation or restriction, to any Person or group of Persons. Any delegation pursuant to this Section 4.13 may be revoked at any time by the Board of Directors. Notwithstanding the foregoing, any delegation of authority or duties will not in any event reduce or limit the Board of Directors’ fiduciary duties to the Company and its stockholders.
Section 4.14 Removal of Directors. Subject to the Certificate of Incorporation and the Stockholders’ Agreement (including Section 2.4 thereof), any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the voting power of the shares of stock of the Company then entitled to vote at an election of directors; provided, that, for so long as the Stockholders’ Agreement remains in effect, a director designated by a stockholder or group of stockholders pursuant to the Stockholders’ Agreement may be removed only in accordance with the Stockholders’ Agreement (including Section 2.4 thereof).
Section 4.15 Information Rights of Directors. Each director shall have the right, to the fullest extent permitted by Section 220(d) of the DGCL and other applicable law, to examine the books and records of the Company and its Subsidiaries and to receive such information regarding the Company and its Subsidiaries as such director may reasonably request for a purpose reasonably related to his or her position as a director. Subject to applicable law and the confidentiality provisions of the Stockholders’ Agreement, a director designated by a stockholder pursuant to the Stockholders’ Agreement may share any such information with such stockholder and its Affiliates and their respective representatives.
Section 4.16 Interested Directors, Officers and Stockholders. Contracts, transactions and other acts between the Company or any of its Subsidiaries, on the one hand, and any director, officer or stockholder of the Company or any Affiliate of any of the foregoing, on the other hand, shall be governed by Section IX.5 of the Certificate of Incorporation and Section 144 of the DGCL, and, to the fullest extent permitted by law, the approval of any Related Party Transaction in accordance with the Stockholders’ Agreement shall be in addition to, and not in limitation of, any safe harbor or other protection available thereunder.
Article V
COMMITTEES
Section 5.1 Committees of the Board of Directors. Subject to the terms of the Stockholders’ Agreement, the Board of Directors may designate, by resolution passed by a majority of the whole Board of Directors (whether adopted at a duly held meeting at which a quorum is present or by unanimous written consent), one or more committees; provided, the designation of any committee shall be subject to the approval of at least two (2) Next Gen Radio Directors or Next Gen Radio Subsequent Directors, as applicable. The Board of Directors shall determine the number of directors constituting each such committee and the members thereof; provided, that the number of directors constituting each such committee and the members thereof shall be subject to the approval of at least two (2) Next Gen Radio Directors or Next Gen Radio Subsequent Directors, as applicable, and at least one (1) Next Gen Radio Director or Next Gen Radio Subsequent Director, as applicable, must serve on any committee of the Board of Directors. The Board of Directors may designate one or more directors as alternate members of any committee to replace any absent or disqualified member at any meeting of the committee. Subject to the terms of the Stockholders’ Agreement, any such committee, to the extent permitted by law and as expressly provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval; or (b) adopting, amending or repealing any bylaw of the Company.
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Section 5.2 Meetings and Action of Committees. All committees of the Board of Directors shall keep minutes of their meetings and shall report their proceedings to the Board of Directors when requested or required by the Board of Directors. Unless the Board of Directors provides otherwise by resolution, any committee of the Board of Directors may adopt, alter and repeal such rules and regulations not inconsistent with the provisions of law, the Certificate of Incorporation, these Bylaws or the Stockholders’ Agreement for the conduct of its meetings as such committee may deem proper. Except as otherwise required by law, the Certificate of Incorporation, these Bylaws, or the Stockholders’ Agreement, in designating a committee, the Board of Directors shall determine the quorum and voting requirements and procedures for such committee; provided, that such requirements and procedures shall be subject to the approval of at least two (2) Next Gen Radio Directors or Next Gen Radio Subsequent Directors, as applicable. Unless otherwise determined by the Board of Directors in accordance with the preceding sentence, (a) a majority of the members of a committee then serving shall constitute a quorum for the transaction of business at any meeting of such committee; provided, that a quorum of any committee of the Board of Directors must include all Next Gen Radio Directors or Next Gen Radio Subsequent Directors, as applicable, that are members of the applicable committee, and (b) the affirmative vote of not less than two-thirds (2/3) of the members of such committee present at a duly held meeting at which a quorum is present shall be the act of the committee.
Article VI
OFFICERS
Section 6.1 Number. The officers of the Company shall be elected by the Board of Directors and may consist of a Chairperson of the Board, a chief executive officer (“Chief Executive Officer”), a president (“President”), one or more vice presidents (each a “Vice President”), a Secretary, a treasurer (“Treasurer”), and such other officers and assistant officers as may be deemed necessary or desirable by the Board of Directors. Any number of offices may be held by the same person. In its discretion, the Board of Directors may choose not to fill any office for any period as it may deem advisable. Notwithstanding the foregoing, the Company shall at all times have a Secretary or another officer designated by the Board of Directors who shall have the duty to record the proceedings of the meetings of the stockholders and the Board of Directors.
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Section 6.2 Election and Term of Office. The officers of the Company shall be elected annually by the Board of Directors at its first meeting held after each annual meeting of stockholders (or action by written consent of the stockholders in lieu thereof) or as soon thereafter as conveniently may be. Each officer of the Company must be qualified under the Communications Laws to serve as an officer of the Company. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.
Section 6.3 Removal. Any officer or agent elected by the Board of Directors may be removed, with or without cause, by the Board of Directors whenever in its judgment the best interests of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 6.4 Vacancies. Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled for the unexpired portion of the term by the Board of Directors.
Section 6.5 Compensation. Compensation of all officers shall be fixed by the Board of Directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the Company.
Section 6.6 The Chairperson of the Board. The Chairperson of the Board, if one shall have been elected, shall be a member of the Board of Directors, may be an officer of the Company, and, if present, shall preside at each meeting of the Board of Directors or stockholders. He or she shall advise the Chief Executive Officer and all other officers of the Company, and shall perform such other duties as may from time to time be assigned to him or her by the Board of Directors.
Section 6.7 The Chief Executive Officer. The Chief Executive Officer, subject to the powers of the Board of Directors, shall have general charge of the business, affairs and property of the Company; and shall see that all orders and resolutions of the Board of Directors are carried into effect. The Chief Executive Officer shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or as may be provided in these Bylaws.
Section 6.8 President; Vice Presidents. The President shall, in the absence or disability of the Chief Executive Officer, act with all of the powers and be subject to all of the restrictions of the Chief Executive Officer. The President shall also perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer or these Bylaws may, from time to time, prescribe. The Vice President, if any, or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors shall, in the absence or disability of the President, act with all of the powers and be subject to all the restrictions of the President. The Vice Presidents shall also perform such other duties and have such other powers as the Board of Directors, the President or these Bylaws may, from time to time, prescribe.
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Section 6.9 The Secretary and Assistant Secretaries. The Secretary shall attend all meetings of the Board of Directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the Chief Executive Officer’s supervision, the Secretary shall give, or cause to be given, all notices required to be given by these Bylaws or by law; shall have such powers and perform such duties as the Board of Directors, the Chief Executive Officer or these Bylaws may, from time to time, prescribe; and shall have custody of the corporate seal of the Company. The Secretary, or an Assistant Secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Company and to attest the affixing by his or her signature. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer, or Secretary may, from time to time, prescribe.
Section 6.10 The Treasurer and Assistant Treasurer. The Treasurer shall (a) have the custody of the corporate funds and securities; (b) keep full and accurate accounts of receipts and disbursements in books belonging to the Company; (c) deposit all monies and other valuable effects in the name and to the credit of the Company as may be ordered by the Board of Directors; (d) cause the funds of the Company to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; (e) render to the Chief Executive Officer and the Board of Directors, at its regular meetings or when the Board of Directors so requires, an account of the Company; and (f) have such powers and perform such duties as the Board of Directors, the Chief Executive Officer or these Bylaws may, from time to time, prescribe. If required by the Board of Directors, the Treasurer shall give the Company a bond (which shall be renewed every six (6) years) in such sums and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Treasurer and for the restoration to the Company, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the Treasurer belonging to the Company. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, shall in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer. The Assistant Treasurers shall perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer, the President or Treasurer may, from time to time, prescribe.
Section 6.11 Other Officers, Assistant Officers and Agents. Officers, assistant officers and agents, if any, which officers may include officers of any division of the Company, other than those whose duties are provided for in these Bylaws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the Board of Directors.
Section 6.12 Absence or Disability of Officers. In the case of the absence or disability of any officer of the Company and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the Board of Directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.
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Article VII
CAPITAL STOCK
Section 7.1 Certificates of Stock. The shares of the Company shall not be represented by certificates; provided, however, that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of stock shall be certificated shares. Every holder of stock represented by certificates shall be entitled to have a certificate signed by or in the name of the Company by any two (2) officers of the Company authorized by the Board of Directors to sign the certificate, including, without limitation, the Chief Executive Officer and Secretary, as well as the President, the Vice President, the Treasurer, or an Assistant Treasurer or Assistant Secretary, should the Board of Directors elect persons to hold such offices and delegate the requisite authority to such offices, certifying the number of shares owned by such holder in the Company. Any or all such signatures may be facsimiles or otherwise electronic signatures. In case any officer, transfer agent or registrar who has signed or whose facsimile or otherwise electronic signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Company with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.
Section 7.2 Transfers of Stock. Shares of the Company shall be transferable in the manner prescribed by applicable law, the Stockholders’ Agreement, the Certificate of Incorporation and in these Bylaws. Transfers of shares of stock of the Company shall be made only on the books of the Company upon authorization by the registered holder thereof or by such stockholder’s attorney thereunto authorized by a power of attorney duly executed and filed with the Secretary or a transfer agent for such stock, and, if such shares are represented by a certificate, upon surrender of the certificate or certificates for such shares properly endorsed or accompanied by a duly executed stock transfer power and the payment of any taxes thereon; provided, however, that the Company shall be entitled to recognize and enforce any lawful restriction on transfer. The Company shall not register, and shall not be required to recognize for any purpose, any transfer of shares made in violation of the Certificate of Incorporation or the Stockholders’ Agreement, and any such transfer shall be null and void ab initio to the extent provided therein.
Section 7.3 Lost Certificates. The Company may issue a new share certificate or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Company may require the owner of the lost, stolen or destroyed certificate or the owner’s legal representative to give the Company a bond (or other adequate security) sufficient to indemnify it against any claim that may be made against it (including any expense or liability) on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares. The Board of Directors may adopt such other provisions and restrictions with reference to lost certificates, not inconsistent with applicable law, as it shall in its discretion deem appropriate.
Section 7.4 Registered Stockholders. The Company shall be entitled to recognize the exclusive right of a Person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise required by law.
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Section 7.5 Record Date for Determining Stockholders.
(a) In order that the Company may determine the stockholders entitled to notice of any meeting of stockholders or any adjourned meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjourned meeting; provided, however, that the Board of Directors may fix a new record date for the determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
(b) In order that the Company may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
(c) Unless otherwise restricted by the Certificate of Incorporation or the Stockholders’ Agreement, in order that the Company may determine the stockholders entitled to express consent to corporate action without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to express consent to corporate action without a meeting, when no prior action of the Board of Directors is required by law, shall be the first date on which a signed consent setting forth the action taken or proposed to be taken was delivered to the Company in accordance with Section 3.9. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to express consent to corporate action without a meeting, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.
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Section 7.6 Regulations. To the extent permitted by applicable law and the Stockholders’ Agreement, the Board of Directors may make such additional rules and regulations as it may deem expedient concerning the issue, transfer and registration of shares of stock of the Company.
Section 7.7 Restrictions under Communications Laws. Notwithstanding anything in these Bylaws to the contrary, any transfer of shares of the Company shall be subject to the stock transfer restrictions set forth in Article V of the Certificate of Incorporation and Article IV of the Stockholders’ Agreement, and under the Communications Laws, and each record or beneficial holder of any share of the Company, and each potential transferee of any such shares, shall be deemed to have notice of such restrictions. The Board of Directors may require any stockholder or proposed transferee to provide such information and certifications regarding such Person’s ownership, citizenship, control and attributable interests (as such term is used in the Communications Laws) as the Board of Directors may reasonably request in order to administer Article V of the Certificate of Incorporation, and the Company may decline to register any transfer, or to effect any conversion, of shares until such information and certifications have been provided.
Article VIII
INDEMNIFICATION
Section 8.1 Right to Indemnification. Each Person who was or is a party or is threatened to be made a party to, or was or is otherwise involved in, any action, suit, arbitration, alternative dispute resolution mechanism, investigation, inquiry, judicial, administrative or legislative hearing, or any other threatened, pending or completed proceeding, whether brought by or in the right of the Company, or any predecessor of the Company, or otherwise, including any and all appeals, whether of a civil, criminal, administrative, legislative, investigative or other nature (hereinafter a “Proceeding”), by reason of the fact that such Person is or was a director or an officer of the Company, or any predecessor of the Company, or while a director or officer of the Company, or any predecessor of the Company, is or was serving at the request of the Company, or any predecessor of the Company, as a director, officer, manager, employee, agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, and such Person’s Affiliates (hereinafter, each such Person and Affiliate, an “Indemnitee”), or by reason of anything done or not done by such Person in any such capacity, shall be indemnified and held harmless by the Company to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes, penalties and amounts paid in settlement by or on behalf of the Indemnitee) reasonably incurred or suffered by such Indemnitee in connection therewith, all on the terms and conditions set forth in the Certificate of Incorporation and these Bylaws; provided, however, that except with respect to Proceedings (or parts thereof) initiated by an Indemnitee (a) by way of defense or counterclaim, (b) to enforce the Indemnitee’s rights to indemnification or Advancement of Expenses under the Certificate of Incorporation or these Bylaws, or (c) to enforce any other rights to indemnification or Advancement of Expenses under any contract or statute, including Section 145 of the DGCL, the Company shall indemnify an Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding was authorized by the Board of Directors.
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Section 8.2 Right to Advancement of Expenses.
(a) In addition to the right to indemnification conferred in Section 8.1, an Indemnitee shall, to the fullest extent permitted by law, also have the right to be paid by the Company the expenses (including attorneys’ fees) incurred in defending any Proceeding in advance of its final disposition (hereinafter an “Advancement of Expenses”); provided, however, that an Advancement of Expenses shall be made only upon delivery to the Company of an undertaking, by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal that such Indemnitee is not entitled to be indemnified for such expenses under this Article VIII or otherwise.
(b) If a claim under Section 8.1 or Section 8.2 is not paid in full by the Company within sixty (60) calendar days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty (20) calendar days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (b) any suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Company (including its Board of Directors, independent legal counsel or stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Company (including its Board of Directors, independent legal counsel or stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or brought by the Company to recover an Advancement of Expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, under this Article VII or otherwise shall be on the Company.
Section 8.3 Indemnification for Successful Defense. To the extent that an Indemnitee has been successful on the merits or otherwise in defense of any Proceeding (or in defense of any claim, issue or matter therein), such Indemnitee shall be indemnified under this Article VIII against expenses (including attorneys’ fees) actually and reasonably incurred in connection with such defense. Indemnification pursuant to the preceding sentence shall be mandatory and shall not be conditioned upon satisfaction of any standard of conduct; provided, however, that any Indemnitee who is not a current or former director or officer (as such term is defined in the final sentence of Section 145(c)(1) of the DGCL) shall be entitled to indemnification pursuant to the preceding sentence only to the extent authorized by the Board of Directors in accordance with Section 145(c)(2) of the DGCL.
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Section 8.4 Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Article VIII shall not be exclusive of any other right which any Person may have or hereafter acquire under any law, the Certificate of Incorporation, these Bylaws, the Stockholders’ Agreement, any other agreement, vote of stockholders or disinterested directors, or otherwise.
Section 8.5 Insurance. The Company shall maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Company or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such Person against such expense, liability or loss under the DGCL.
Section 8.6 Indemnification of Employees and Agents of the Company; Service at Subsidiaries. The Company may, to the extent and in the manner permitted by law, and to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the Advancement of Expenses to any employee or agent of the Company. An Indemnitee who is or was serving at the request of the Company as a director, officer, manager, employee, agent or trustee of any Subsidiary of the Company shall be entitled to the rights to indemnification and Advancement of Expenses provided by this Article VIII with respect to such service, and, as between the Company and any such Subsidiary, the Company shall be the indemnitor of first resort and an Indemnitee shall not be required to seek indemnification or advancement from, or to exhaust remedies against, any such Subsidiary as a condition to receiving indemnification or Advancement of Expenses from the Company. The Company shall cause the organizational documents of each of its Subsidiaries to provide for indemnification and Advancement of Expenses to the fullest extent permitted by the law applicable to such Subsidiary. In addition, the Company may, to the extent and in the manner permitted by law, and to the extent authorized from time to time, grant rights to indemnification and to the Advancement of Expenses to individuals with respect to their service as an employee or agent of Subsidiaries of the Company.
Section 8.7 Nature of Rights. The rights conferred upon Indemnitees in this Article VIII shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a director or officer, manager, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators. Any amendment, alteration or repeal of this Article VIII that adversely affects any right of an Indemnitee or its successors shall be prospective only (except to the extent such amendment or change in law permits the Company to provide broader indemnification rights on a retroactive basis than permitted prior thereto) and shall not limit or eliminate any such right with respect to any Proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.
Section 8.8 Settlement of Claims. Notwithstanding anything in this Article VIII to the contrary, the Company shall not be liable to indemnify any Indemnitee under this Article VIII for any amounts paid in settlement of any Proceeding effected without the Company’s written consent, which consent shall not be unreasonably withheld.
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Section 8.9 Subrogation. Except as otherwise provided in Article VIII, in the event of payment under this Article VIII, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.
Section 8.10 Indemnitor of First Resort. The Company hereby acknowledges that certain Indemnitees may have rights to indemnification, Advancement of Expenses and/or insurance provided by one or more stockholders or Affiliates of stockholders (other than the Company and its Subsidiaries) (collectively, the “Secondary Indemnitors”). The Company hereby agrees that, with respect to any such Indemnitee, (a) the Company is the indemnitor of first resort (i.e., its obligations to such Indemnitee under this Section 8.10, the Certificate of Incorporation, the Stockholders’ Agreement, any agreement and any insurance policy maintained by the Company or its Subsidiaries are primary, and any obligation of the Secondary Indemnitors to advance expenses or to provide indemnification or insurance for the same expenses, liabilities or losses incurred by such Indemnitee is secondary), (b) the Company shall be required to advance the full amount of expenses incurred by such Indemnitee and shall be liable for the full amount of all expenses, judgments, fines, penalties and amounts paid in settlement to the extent legally permitted and as required by the terms of this Section 8.10, the Certificate of Incorporation, the Stockholders’ Agreement, and any other agreement between the Company and such Indemnitee, without regard to any rights such Indemnitee may have against the Secondary Indemnitors, and (c) the Company irrevocably waives, relinquishes and releases the Secondary Indemnitors from any and all claims against the Secondary Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Secondary Indemnitors on behalf of any such Indemnitee with respect to any claim for which such Indemnitee has sought indemnification or Advancement of Expenses from the Company shall affect the foregoing, and the Secondary Indemnitors shall have a right of contribution and/or shall be subrogated, to the extent of such advancement or payment, to all of the rights of recovery of such Indemnitee against the Company. The Secondary Indemnitors are express third-party beneficiaries of the terms of this Section 8.10.
Section 8.11 Severability. If any provision or provisions of this Article VIII shall be held to be invalid, illegal or unenforceable as applied to any Person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law: (a) the validity, legality and enforceability of such provision in any other circumstance and of the remaining provisions of this Article VIII (including, without limitation, all portions of any paragraph of this Article VIII containing any such provision held to be invalid, illegal or unenforceable, that are not by themselves invalid, illegal or unenforceable) and the application of such provision to other Persons or circumstances shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Article VIII (including, without limitation, all portions of any paragraph of this Article VIII containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent of the parties that the Company provide protection to the Indemnitee to the fullest extent set forth in this Article VIII.
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Article IX
GENERAL MATTERS
Section 9.1 Fiscal Year. The fiscal year of the Company shall begin on the first day of January of each year and end on the last day of December of the same year, or shall extend for such other twelve (12) consecutive months as the Board of Directors may designate.
Section 9.2 Waiver of Corporate Opportunities. To the fullest extent permitted by applicable law, including Section 122(17) of the DGCL, the Company renounces and waives any interest or expectancy of the Company in, or any right to be offered an opportunity to participate in, any business opportunity that may, from time to time, be presented to or come to the attention of (x) any stockholder or any Affiliate of a stockholder, (y) any director of the Company who is not also an employee of the Company or any of its Subsidiaries, or (z) any of the respective officers, directors, shareholders, partners, members, managers, employees, agents, representatives or Affiliates of any Person described in the foregoing clause (x) or (y) (each Person described in the foregoing clause (x), (y) or (z), other than any individual who is an employee of the Company or any of its Subsidiaries, an “Exempt Person”). Each Exempt Person may take advantage of any business or corporate opportunity of any type or description that may be available to them without (a) offering such opportunity to the Company, (b) informing the Company of the existence of such opportunity or (c) giving the Company the right to participate in any such opportunity, even if such opportunity competes with the Company in the business of the Company. To the fullest extent permitted by applicable law, no Exempt Person shall (i) have any duty to communicate or offer any such business opportunity to the Company, (ii) be liable to the Company or any of its stockholders for breach of any fiduciary or other duty by reason of the fact that such Exempt Person pursues or acquires such business opportunity, directs such business opportunity to another Person, or fails to present such business opportunity, or information regarding such business opportunity, to the Company, regardless of whether the Company or any stockholder suffered any loss or damage as a result thereof, (iii) be liable to the Company or any of its stockholders for any action taken or omitted to be taken by such Exempt Person in connection with any business, venture, or activity competitive with the business of the Company, or (iv) be liable to the Company or any of its stockholders for any conflict of interest, actual or potential, arising from such Exempt Person’s pursuit of any corporate opportunity or engagement in any competitive activity; provided, that nothing in this Section 9.2 relieves any stockholder of its confidentiality obligations, including as set forth in the Stockholders’ Agreement. The renunciation set forth in this Section 9.2 shall extend to business opportunities of the Company’s Subsidiaries as if they were business opportunities of the Company. Any Person purchasing or otherwise acquiring or holding any interest in shares of stock of the Company shall be deemed to have notice of and to have consented to the provisions of this Section 9.2. Neither the alteration, amendment or repeal of this Section 9.2, nor the adoption of any provision of these Bylaws inconsistent with this Section 9.2, shall eliminate or reduce the effect of this Section 9.2 in respect of any business opportunity first identified, or any other matter occurring, or any cause of action, suit or claim that, but for this Section 9.2, would accrue or arise, prior to such alteration, amendment, repeal or adoption.
Section 9.3 Corporate Seal. The Board of Directors may provide a suitable seal, containing the name of the Company, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.
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Section 9.4 Reliance upon Books, Reports and Records. Each director and each member of any committee designated by the Board of Directors shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Company and upon such information, opinions, reports or statements presented to the Company by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such director or committee member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company.
Section 9.5 Subject to Law, Certificate of Incorporation and Stockholders’ Agreement. All powers, duties and responsibilities provided for in these Bylaws, whether or not explicitly so qualified, are qualified by the Certificate of Incorporation and applicable law. For so long as the Stockholders’ Agreement remains in effect, in the event of any conflict or inconsistency between these Bylaws and the Stockholders’ Agreement, the Company shall, to the fullest extent permitted by applicable law (including Section 122(18) of the DGCL) and the Certificate of Incorporation, act in accordance with the Stockholders’ Agreement, and the Board of Directors shall take all action necessary to amend these Bylaws to eliminate such conflict or inconsistency, subject to Section 10.1.
Section 9.6 Electronic Signatures. Except as otherwise required by the Certificate of Incorporation or these Bylaws (including, without limitation, as otherwise required by Section 3.9), any document, including, without limitation, any consent, agreement, certificate or instrument, required by the DGCL, the Certificate of Incorporation or these Bylaws to be executed by any officer, director, stockholder, employee or agent of the Company may be executed using a facsimile or other form of electronic signature to the fullest extent permitted by applicable law. All other contracts, agreements, certificates or instruments to be executed on behalf of the Company may be executed using a facsimile or other form of electronic signature to the fullest extent permitted by applicable law. The terms “electronic mail,” “electronic mail address,” “electronic signature” and “electronic transmission” as used herein shall have the meanings ascribed thereto in the DGCL.
Section 9.7 Stockholders’ Agreement. Other than with respect to any defined terms in the Stockholders’ Agreement that are cross-referenced herein, any reference herein to the Stockholders’ Agreement will be disregarded upon termination of the Stockholders’ Agreement in accordance with its terms. In the event that the Company or any stockholders of the Company enter into a new stockholders’ agreement, subject to the terms of such new stockholders’ agreement, any reference herein to the Stockholders’ Agreement may be interpreted as reference to include such new stockholders’ agreement.
Section 9.8 Waiver of Notice. Whenever notice is required to be given under any provision of the DGCL or the Certificate of Incorporation or these Bylaws, a written waiver, signed by the Person entitled to notice, or a waiver by electronic transmission by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a Person at a meeting shall constitute a waiver of notice of such meeting, except when the Person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, the Board of Directors or a committee of the Board of Directors need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the Certificate of Incorporation or these Bylaws.
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Section 9.9 Actions Requiring Majority Stockholder Approval. Notwithstanding anything to the contrary in these Bylaws, for so long as the Stockholders’ Agreement remains in effect, neither the Board of Directors nor any committee thereof nor any officer or agent of the Company shall cause or permit the Company or any of its Subsidiaries to take any action that requires Majority Stockholder Approval (or any other approval or consent of the stockholders or any of them) under the Stockholders’ Agreement unless such approval or consent has first been obtained in accordance with the Stockholders’ Agreement, and no officer or agent of the Company shall have authority to bind the Company with respect to any such action absent such approval or consent.
Article X
AMENDMENTS
Section 10.1 Amendments. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, amend or repeal these Bylaws; provided, that, for so long as the Stockholders’ Agreement remains in effect, the Board of Directors shall not adopt, amend or repeal any Bylaw without Majority Stockholder Approval to the extent required by the Stockholders’ Agreement (including Section 3.4(a) thereof). Unless otherwise restricted by the Certificate of Incorporation or the Stockholders’ Agreement, and in addition to any other affirmative vote of the holders of any particular class or series of stock of the Company required by applicable law or the Stockholders’ Agreement, the stockholders may make additional Bylaws and may adopt, amend or repeal any provision of these or any other Bylaws only with the affirmative vote of the holders of at least (a) 55% of the outstanding Class A Common Stock, or (b) 55% of the outstanding Common Stock, which, in each case, for so long as Next Gen Radio together with its Affiliates and Permitted Transferees (as defined in the Stockholders’ Agreement) beneficially owns at least 15% of the outstanding equity securities in the Company, must include the prior written consent of Next Gen Radio and, which, for the avoidance of doubt, would exclude any Common Stock held by any Foreign Restricted Stockholder (as defined in the Stockholders’ Agreement). Any adoption, amendment or repeal of these Bylaws shall also be subject to any separate class vote of the holders of Class B Common Stock (as defined in the Certificate of Incorporation) required by Section V.1(a)(ii) of the Certificate of Incorporation.
The foregoing Bylaws were adopted on October 16, 2026, pursuant to the Modified Joint Prepackaged Chapter 11 Plan of Reorganization of Cumulus Media Inc. and its Debtor Affiliates, as confirmed by order of the United States Bankruptcy Court for the Southern District of Texas entered April 15, 2026, effective as of the effective time of the Certificate of Incorporation.
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Exhibit 99.1
Cumulus Media Successfully Completes Financial Restructuring, Emerges from Chapter 11 Poised for Growth
Eliminates $550 Million of Debt, Significantly Strengthening its Financial Position and Enhancing its Flexibility to Compete
ATLANTA, GA — October 16, 2026 — Cumulus Media Inc. (the "Company," "Cumulus," "Cumulus Media," "we," or "our") today announced that it has successfully completed its financial restructuring and emerged from the Chapter 11 reorganization process, following receipt of all required approvals, including from the Federal Communications Commission.
The restructuring was completed on an accelerated timeline consistent with the Company's original expectations, and Cumulus continued to operate in the ordinary course throughout the process, with no disruption to operations, audiences, or advertisers.
Mary G. Berner, President and Chief Executive Officer of Cumulus Media said, "I am grateful to our lenders and noteholders for their collaboration throughout this process, and to our employees, vendors, affiliates, customers, and partners for their continued trust and support. Emerging with a significantly stronger balance sheet, we are more committed than ever to providing engaging content across our national footprint, serving as a lifeline and voice for the local communities we serve, driving meaningful growth for our advertising partners, and delivering value for our new shareholders."
Upon completing its restructuring and emerging from Chapter 11 as a privately owned company, Cumulus has appointed a new Board of Directors and will remain under the leadership of its existing management team.
As previously announced, Cumulus and certain of its subsidiaries commenced a prepackaged Chapter 11 process in the United States Bankruptcy Court for the Southern District of Texas on March 4, 2026, pursuant to a comprehensive restructuring support agreement with a group of its lenders. Under the terms of the Company's confirmed plan of reorganization, Cumulus has canceled 100% of its existing funded indebtedness — approximately $600 million — in exchange for 100% of the Company's reorganized equity and $50 million of new convertible notes issued to former lenders. The Company also amended and restated its asset-based revolving credit facility to provide continued liquidity going forward.
About Cumulus Media
Cumulus Media is an audio-first media company delivering premium content to a quarter billion people every month — wherever and whenever they want it. Cumulus Media engages listeners with high-quality local programming through 377 owned-and-operated radio stations across 84 markets; delivers nationally-syndicated sports, news, talk, and entertainment programming from iconic brands including the NFL, the NCAA, the Masters, US Soccer, and AP News, across more than 7,800 affiliated stations through Westwood One, a leading national audio network; and inspires listeners through the Cumulus Podcast Network, an established and influential platform for original podcasts that are smart, entertaining, and thought-provoking. Cumulus Media provides advertisers with personal connections, local impact and national reach through broadcast and on-demand digital, mobile, social, and voice-activated platforms, as well as integrated digital marketing services, powerful influencers, full-service audio solutions, industry-leading research and insights, and live event experiences. For more information visit www.cumulusmedia.com.
Forward-Looking Statements
Certain statements in this release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are predictive in nature and are identified generally by the use of the terms “intended”, “expected”, “will”, and “anticipates”, and similar words or expressions indicating possible future expectations, events or actions. Forward-looking statements are based on current expectations, assumptions, estimates and projections about the Company’s business and its industry, and are not guarantees of future performance. These statements are subject to a number of known and unknown risks, uncertainties and other factors, many of which are beyond the Company’s ability to control or predict, which may cause actual events to be materially different from those expressed or implied herein. Such risks and uncertainties include, among other things, general economic or business conditions affecting the radio broadcasting industry which may be less favorable than expected, decreasing spending by advertisers; changes in market conditions which could impair the Company’s intangible assets and the effects of any material impairment of its intangible assets; the Company’s ability to execute its business plan and strategy; the ability to attract, motivate, and/or retain key executives and associates; increased competition in and with the media industry and the Company’s ability to respond to changes in technology, including artificial intelligence, in order to remain competitive; shifts in population, demographics, audience tastes, and listening preferences; and other factors described in the “Risk Factors” sections of the Company’s most recently filed Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof, and, except as required by law, the Company undertakes no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments.
For further information, please contact:
Cumulus Media Inc.
Investor Relations Department
IR@cumulus.com