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CMLS > SEC Filings for CMLS > Form 8-K on 12-Dec-2013All Recent SEC Filings

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Form 8-K for CUMULUS MEDIA INC


12-Dec-2013

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01 - Entry into a Material Definitive Agreement.

On December 6, 2013, certain subsidiaries of Cumulus Media Inc. (the "Company") entered into a 5-year, $50.0 million revolving accounts receivable securitization facility (the "Securitization Facility") with General Electric Capital Corporation, as a lender, as swing line lender and as administrative agent (together with any other lenders party thereto from time to time, the "Lenders").

In connection with the entry into the Securitization Facility, certain subsidiaries of the Company (collectively, the "Originators") will, pursuant to a Receivables Sale and Servicing Agreement, dated as of December 6, 2013 (the "Sale Agreement"), sell and/or contribute their existing and future accounts receivable and related assets to CMI Receivables Funding LLC, a special purpose entity and wholly owned subsidiary of the Company (the "SPV"). The SPV may thereafter make borrowings from the Lenders, which borrowings will be secured by those receivables and related assets, pursuant to a Receivables Funding and Administration Agreement, dated as of December 6, 2013 (the "Funding Agreement"). Cumulus Media Holdings Inc., a wholly owned subsidiary of the Company, will service the accounts receivable on behalf of the SPV for a monthly fee.

Advances available under the Funding Agreement at any time are subject to a borrowing base determined based on advance rates relating to the value of the eligible receivables held by the SPV at that time. The Securitization Facility matures on December 6, 2018, subject to earlier termination at the election of the SPV. As of the date hereof, the Company had $25.0 million outstanding under the Securitization Facility. Advances bear interest based on either the London Interbank Offered Rate plus 2.50% or the Index Rate (as defined in the Funding Agreement) plus 1.00%. The SPV is also required to pay a monthly fee based on any unused portion of the Securitization Facility. The Securitization Facility contains representations and warranties, affirmative and negative covenants, and events of default that are customary for financings of this type.

This summary of the Securitization Facility is qualified in its entirety by reference to each of the Sale Agreement and the Funding Agreement, attached hereto as Exhibits 10.1 and 10.2, respectively, and which are incorporated herein by this reference.




Item 9.01 - Financial Statements and Exhibits.

The Company is also filing as Exhibit 99.1 hereto an updated consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.

(d) Exhibits.

Number                                     Exhibit

10.1        Receivables Sale and Servicing Agreement, dated as of December 6,
            2013, by and among each of the originators party thereto, CMI
            Receivables Funding LLC, as Buyer, and Cumulus Media Holdings Inc., as
            Servicer.

10.2        Receivables Funding and Administration Agreement, dated as of
            December 6, 2013, by and among CMI Receivables Funding LLC, as
            Borrower, the lenders signatory thereto from time to time and General
            Electric Capital Corporation, as a lender, as Swing Line Lender and as
            Administrative Agent.

99.1        Consent of PricewaterhouseCoopers LLP, independent registered public
            accounting firm.


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