Aussie Investment In Cumulus Complete, SEC Filing Shows

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Crack open a bottle of Lindemann wine, a bag of Smith’s Original Chips and cue up “You’re The Voice” by John Farnham.


Cumulus Media is now a little bit Australian, thanks to the completion of a conversion of unique stock warrants to common stock in the U.S. audio media company by a firm based in Melbourne, Victoria.

An 8-K filing made late Friday with the U.S. Securities and Exchange Commission by CFO Frank Lopez-Balboa confirms that Computershare Trust Company, N.A., has completed its post-bankruptcy warrant agreement seeking the FCC’s approval to allow the Australian financial services firm to acquire actual shares in Cumulus.

In May 2019, a reconstituted Cumulus Media sought the FCC’s approval to allow non-U.S. persons or entities to hold up to 100% of its voting stock and capital stock
generally in the future.

Roughly one month ago, the Commission said yes, granting a petition for declaratory ruling under Section 310(b)(4) of the Act, formally entered as MB Docket No. 19-143.

This put the wheels in motion for Computershare Trust Co. to execute the exchange, completed June 24. What transpired? Cumulus issued 1,723,253 shares of Class A common stock, and 686,315 shares of Class B common stock; the Class B stock is not publicly traded but are convertible on a share-for-share basis into Class A common stock.

Following the stock issuance, Cumulus on June 25 counted 17,712,430 shares of Class A common stock and 2,574,600 shares of Class B common stock, and 22,154 Series 1 warrants authorized to be issued.

Cumulus’ petition was unopposed, and Audio Division Chief Al Shuldiner believes granting the request is in the public interest. Further, Shuldiner believes the capability of achieving 100% foreign ownership will allow Cumulus “to be in a stronger financial condition post-bankruptcy and provide the company greater flexibility to access foreign investment capital, thereby allowing Cumulus to better compete with other media companies, enhance its programming, and better serve the public interest, facilitate foreign investment in the U.S. broadcast radio market and potentially encourage reciprocal investment opportunities for U.S. companies in foreign markets.”

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