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CMLS > SEC Filings for CMLS > Form 8-K on 15-Oct-2013All Recent SEC Filings

Show all filings for CUMULUS MEDIA INC

Form 8-K for CUMULUS MEDIA INC


15-Oct-2013

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits


Item 7.01 - Regulation FD Disclosure.

On October 9, 2013, Cumulus Media Inc. (the "Company") issued a press release announcing the pricing of the previously announced issuance and sale by the Company of 16,400,000 shares of the Company's Class A common stock in an underwritten public offering (the "Offering"). As a component of the Offering, the Company granted the underwriters thereof (the "Underwriters") a 30-day option to purchase up to an additional 2,460,000 shares of Class A common stock from the Company (the "Option"). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by this reference.

On October 11, 2013, the Underwriters notified the Company of their exercise, in full, of the Option.

The information contained in this Item 7.01 and the accompanying Exhibit 99.1 incorporated by reference herein shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. This information, including the exhibit hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933.



Item 8.01 - Other Events.

The Company is filing herewith the following exhibits to its Registration Statement on Form S-3 (Registration No. 333-191439) in connection with the Offering:

1. Underwriting Agreement, dated as of October 9, 2013, by and between the Company and RBC Capital Markets, LLC, acting as representative of the several underwriters named therein.

2. Opinion of Jones Day.

3. Consent of Jones Day (included in Exhibit 5.1).



Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number                                    Description

 1.1         Underwriting Agreement, dated as of October 9, 2013, by and between
             Cumulus Media Inc. and RBC Capital Markets, LLC, acting as
             representative of the several underwriters named therein

 5.1         Opinion of Jones Day

23.1         Consent of Jones Day (included in Exhibit 5.1)

99.1         Press release, dated October 9, 2013


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