Cumulus Media Emerges From Chapter 11 With New Stock and New Debt

What happened

Cumulus Media Inc., a radio broadcasting company based in Atlanta, said its prepackaged Chapter 11 reorganization plan became effective on October 16, 2026, and that it emerged from bankruptcy that day. The company disclosed the effective date in a Form 8-K filed with the Securities and Exchange Commission.

The case began on March 4, 2026, when Cumulus and certain direct and indirect subsidiaries filed voluntary Chapter 11 petitions in the U.S. Bankruptcy Court for the Southern District of Texas. The company filed a Modified Joint Prepackaged Chapter 11 Plan of Reorganization on April 13, 2026, and the bankruptcy court entered an order confirming that plan on April 15, 2026.

Under the plan, all shares of Cumulus's old Class A and Class B common stock, each with a par value of $0.0000001 per share, were canceled and have no further force or effect. In their place, the company issued new Class A and new Class B common stock, each with a par value of $0.01 per share, representing 100% of the company's outstanding equity. Holders of the new stock are bound by a stockholders' agreement that restricts transfers and gives certain holders the right to designate directors, among other provisions.

The filing states that the obligations under five prepetition debt documents — two credit agreements with Bank of America, two indentures with U.S. Bank Trust Company, and an asset-based credit agreement with Fifth Third Bank — were canceled and deemed satisfied in full.

The new debt

On the effective date, Cumulus entered into a new four-year asset-based revolving credit agreement of up to $100 million with lenders and Fifth Third Bank as administrative agent. The filing says borrowings will be used to refinance the old asset-based facility, pay certain expenses and fund working capital and general corporate purposes. The facility matures October 16, 2030, subject to a springing maturity 90 days before the stated maturity of certain other material debt, including the convertible notes described below.

Loans under the new facility bear interest at a margin over either an adjusted term SOFR rate or a base rate tied to Fifth Third's prime rate. The margin ranges from 1.50% to 2.00% for SOFR loans and 0.50% to 1.00% for prime rate loans, depending on average unused availability. The borrowers pay a commitment fee of 0.25% or 0.50% per year on the unused portion of each lender's commitment, and must maintain a minimum consolidated fixed charge coverage ratio of 1.0x, tested monthly.

Cumulus also issued $50 million in aggregate principal amount of 10%/8% Senior Secured PIK Toggle Notes due 2031 to holders of allowed 2029 secured claims. The notes pay 8.00% per year if interest is paid in cash, or 10.00% per year if the company instead increases the amount of notes outstanding — the "PIK," or payment-in-kind, option. Interest is paid semiannually on March 1 and September 1, starting March 1, 2027, and the notes mature July 1, 2031. They are convertible into shares of new Class B common stock.

The convertible notes and the guarantees backing them are secured by second-priority liens on the same assets that secure the new asset-based facility, which holds first-priority liens. An intercreditor agreement dated October 16, 2026 governs the ranking between the two groups of lenders. The notes were issued under an exemption from Securities Act registration provided by Section 1145 of the Bankruptcy Code, which generally exempts securities issued under a plan of reorganization.

What this means

A Form 8-K is the report a US public company must file with the SEC when certain specified events happen. The form is organized by numbered "items," and this filing checks off an unusually large set of them — 1.01 (entering a material agreement), 1.02 (terminating one), 1.03 (bankruptcy or receivership), 2.03 (taking on a direct financial obligation), 3.02 (unregistered sale of equity), 3.03 (modifying rights of security holders), 5.01 (change in control), 5.02 (director or officer change), 5.03 (amending charter or bylaws), 7.01 (Regulation FD disclosure) and 8.01 (other events). That breadth is typical of a company disclosing the moment a Chapter 11 plan takes effect, because the same day brings new contracts, canceled old ones, new stock, a new board and new bylaws.

Chapter 11 is the part of the US bankruptcy code that lets a company keep operating while it reworks its debts under court supervision. A "prepackaged" plan means the company negotiated the terms with its major creditors and solicited their votes before filing, which usually shortens the case. "Confirmed" is the point at which a bankruptcy judge approves the plan; "effective" is the later date, once conditions in the plan are met, when the plan's terms actually take hold. For Cumulus, the gap between confirmation on April 15 and effectiveness on October 16 was about six months.

The old shares being canceled is what "of no further force or effect" means in practice: holders of the pre-emergence stock no longer own a piece of the company. The new Class A and Class B shares, at a par value of $0.01 rather than $0.0000001, are what now represent ownership. Par value is a nominal figure set in the charter; it is not the market price of a share.

A revolving credit facility is a loan a company can draw on, repay and draw on again, up to a limit — here $100 million — much like a corporate credit card. "Asset-based" means the amount the company can borrow is tied to the value of specified collateral rather than to cash flow alone. That is why the agreement contains a borrowing base test: after any borrowing, total lender exposure cannot exceed the lesser of the $100 million commitments and the calculated value of the borrowing base.

The convertible notes are corporate bonds — a $50 million loan split among holders. "10%/8%" describes the two ways Cumulus can pay the coupon: 8% a year in cash, or 10% a year by issuing more notes instead of paying cash. The higher rate is the price of deferring payment. "Senior secured" means the notes sit ahead of unsecured creditors and are backed by collateral, and "second-priority" means that within the secured group, the new asset-based lenders get paid first from the shared collateral. "Convertible" means holders can exchange the notes for stock, here new Class B shares, rather than taking repayment in cash. The maturity date of July 1, 2031 is when the principal is due if the notes are not converted, redeemed or repurchased first.

Two dates in the new capital structure are worth noting because they are fixed in the documents rather than guessed at. The asset-based facility matures October 16, 2030, and the notes mature July 1, 2031, so the revolving facility falls due first. The filing also provides that the revolving facility's maturity springs earlier — 90 days before the stated maturity of certain other material debt, including the convertible notes — if that debt has not been dealt with by then.

The filing does not state why Cumulus filed for Chapter 11 in March 2026, and this report does not speculate on the cause. The 8-K describes the mechanics of the reorganization and the agreements signed on the effective date, not the company's reasons for the filing.