DEBTWIRE BROADCASTCumulus Media plan hands control to term loan lenders

Debtwire journalists and analysts will discuss the challenges facing Cumulus Media in its Chapter 11 restructuring. | 4 December 2017

AGENDA

Opening Remarks:Pat Holohan, Court Reporter

Background/History: Hema Oza, Associate Editor

First Day Hearing:Taylor Harrison, Court Reporter

Financial Analysis:Seth Crystall, Senior Credit Analyst

Legal Analysis:Joshua Friedman, Senior Legal Analyst

Q&A2

OVERVIEW

Filed for Chapter 11 with a plan backed by 69% of term loan lenders

Company not using DIP financing

Years of weak operating performance2015 EBITDA dropped more than 20% YoY

Lead to leverage profile that exceeded maximum thresholds in revolver agreement

Year end cash at USD 32m

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THE COMPANY

From 1998 to 2013, completed USD 5bn in acquisitions to grow network and station businesses

Largest acquisition: Citadel Broadcasting in 2011

Business operates in two segmentsRadio: owns and operates 446 stations

Radio Network: Westwood One syndicates content and services to 8,000 stations

Reaches 245m people weekly through owned-and-operated stations, network affiliates and digital channels

Had 5,479 employees as of 31 December 2016

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THE DESCENT

Company struggled to develop management and technology infrastructure to integrate purchased assets

Unable to achieve cash flow projections it made to support prices paid for acquisitions

General industry pressureLeft company with excessive leverage in face of rapidly approaching debt maturities

After failed attempt to exchange bonds last year, company initiated restructuring talks with advisors to term loan lenders and senior noteholders

Skipped 1 November bond payment on senior notes

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FIRST DAY HEARING

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Judge approves use of cash collateral over objection from ad hoc group of noteholders, non-consenting term loan lenders

“Problematic provisions” surrounding events of default “completely inappropriate.”

Ad hoc group previews objections to restructuring support agreement

Claims plan is based on artificially low enterprise valuation

“Second day” hearing scheduled for 21 DecemberAd hoc group likely to bring another cash collateral objection

UCC formation meeting set for 11 December

FINANCIAL ANALYSIS: SUMMARY

Capital Structure – pre- and post-petition

Operating Results

Cash Flow Review

Segment Review

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FINANCIAL INSIGHTS: PRE-PETITION CAPITAL STRUCTURE

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Coupon MaturityFace Amount

Outstanding

LTM Leverage

at Face

USD 200m Revolving Credit Facility L +3.25% 23-Dec-18 -

USD 2bn Term Loan L +3.25% 23-Dec-20 1,729

Cumulus Media Secured Debt 1,729 7.7x

USD 610m 7.75% Senior Unsecured Notes 7.750% 01-May-19 610

Cumulus Media Unsecured Debt 610 10.4x

Total Consolidated Debt 2,339 10.4x

Cash 69

Net Debt 2,269 10.1x

Cumulus Media Equity Capitalization 2

Enterprise Value 2,271 10.1x

225

CAPITAL STRUCTURE (USDm) at 30 September 2017

LTM Adjusted EBITDA

At 30 September 2017, Cumulus had USD 2.3bn in total debt outstanding

First lien leverage ratio was 7.7x

Total leverage was 10.4x; net leverage was 10.1x

Cumulus unable to borrow from its revolver since company did not comply with first lien leverage ratio covenant of 4.25x

Quarter-end cash was USD 69.4m, after the company repurchased USD 82m in first lien debt using proceeds from its August 2016 sale of real estate in Los Angeles

FINANCIAL INSIGHTS: PRO FORMA CAPITAL STRUCTURE

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Coupon MaturityFace Amount

OutstandingAdjustments Pro Forma

Est Annual

Interest (OLD)

Est. Annual

Interest (PF)

LTM

Leverage(OLD

)

LTM

Leverage (PF)

USD 200m Revolving Credit Facility L+ 3.25% 23-Dec-18 - - - -

USD 2bn Term Loan L+ 3.25% 23-Dec-20 1,729 (1,729) - 78 7.7x

Accrued and Unpaid Interest (as of 29 November) 6 (6) -

First Lien Term Loan Exit Facility L+ 4.50% 15-May-22 - 1,300 1,300 72 5.8x

Cumulus Media Secured Debt 1,735 (435) 1,300 78 72 7.7x 5.8x

USD 610m 7.75% Senior Unsecured Notes 7.750% 01-May-19 610 (610) - 47

Accrued and Unpaid Interest (as of 29 November) 27 (27) -

Cumulus Media Unsecured Debt 637 (637) - 47 10.6x

Total Consolidated Debt 2,372 (1,072) 1,300 125 72 10.6x 5.8x

225 LTM Revenue 1,141

CAPITAL STRUCTURE (USDm) at 29 November 2017

LTM Adjusted EBITDA

First lien TL holders exchange USD 1.729bn for pro rata of USD 1.3bn first lien TL, and 83.5% of equity (subject to dilution from Equity Incentive Plan (10%))

USD 610m senior 7.75% unsecured notes, plus general unsecured claims, receive pro rata of 16.5% equity (subject to dilution from Equity Incentive Plan (10%))

Pro forma first lien leverage ratio of 5.8x versus prior 7.7x, based on LTM adjusted EBITDA of USD 225m

Annual interest expense estimated to fall to USD 72m (USD 1.3bn x 5.5%) versus approximately USD 125m currently.

FINANCIAL INSIGHTS: OPERATING RESULTS

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USDm 2014 2015 2016 LTM 1Q15 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17

Net Revenue 1,263 1,169 1,141 1,141 271 299 289 309 269 287 286 300 264 291 287

YoY change in revenues 23.1% -7.5% -2.3% -7.2% -8.8% -7.8% -6.2% -0.9% -4.1% -1.1% -3.0% -1.7% 1.2% 0.4%

Content Costs (434) (396) (428) (407) (101) (91) (95) (110) (100) (97) (115) (115) (102) (93) (96)

SG&A (470) (477) (473) (475) (116) (119) (116) (127) (117) (118) (117) (120) (114) (121) (120)

SG&A Margin 37.2% 40.8% 41.4% 41.6% 42.9% 39.6% 39.9% 41.1% 43.7% 41.0% 41.0% 40.2% 43.3% 41.5% 41.7%

Depreciation and Amortization (115) (102) (87) (67) (25) (26) (26) (26) (23) (23) (22) (19) (16) (16) (15)

Local Marketing Agreement (LMA) Fees (7) (10) (13) (11) (3) (3) (3) (3) (5) (2) (2) (2) (3) (3) (3)

Corporate Expenses (76) (73) (40) (38) (13) (12) (34) (13) (13) (11) (10) (6) (11) (10) (10)

Gain/(Loss) on Sale of Assets or Stations 1 (3) 96 1 (1) 0 (0) (2) (0) 3 94 (1) 3 (0) 0

Impairment of Intangible Assets & Goodwill 0 (566) (605) (603) 0 0 (566) 0 0 (2) 0 (603) 0 0 0

Impairment Charges - Pulsar Media 0 (19) 0 0 0 (1) (18) (0) 0 0 0 0 0 0 0

Operating Income (Loss) 162 (479) (409) (458) 12 48 (567) 29 10 37 113 (569) 21 47 43

Adjusted EBITDA 330 259 220 225 45 81 71 63 42 63 58 57 39 67 62

Adj. EBITDA Margin 26.1% 22.2% 19.3% 19.7% 16.5% 27.0% 24.4% 20.4% 15.6% 22.0% 20.4% 19.0% 14.6% 23.2% 21.5%

LTM Adjusted EBITDA 330 259 220 225 315 296 287 259 256 239 226 220 217 221 225

CONSOLIDATED FINANCIAL SUMMARY

Revenue decline reversed in 2Q17 and 3Q17; LTM revenue flat with 2016 revenue

Adjusted EBITDA decline reversed in 2Q17 and 3Q17; LTM adjusted EBITDA higher than 2016 adjusted EBITDA

Adjusted EBITDA margin also improved YoY in 2Q17 and 3Q17

HAS CUMULUS TURNED THE CORNER?

FINANCIAL INSIGHTS: CASH FLOW

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USDm 2014 2015 2016 LTM 1Q15 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17

Adjusted EBITDA 330 259 220 225 45 81 71 63 42 63 58 57 39 67 62

Adj. EBITDA Margin 26.1% 22.2% 19.3% 19.7% 16.5% 27.0% 24.4% 20.4% 15.6% 22.0% 20.4% 19.0% 14.6% 23.2% 21.5%

LTM Adjusted EBITDA 330 259 220 225 315 296 287 259 256 239 226 220 217 221 225

Interest Expense, net (146) (142) (139) (138) (35) (35) (36) (36) (34) (34) (35) (35) (34) (34) (35)

CAPEX (19) (19) (23) (27) (10) (5) (1) (3) (4) (7) (5) (6) (6) (7) (7)

Free Cash Flow 165 98 59 59 (0) 41 34 24 3 21 18 16 (1) 26 19

Net Cash from Operating Activities 137 82 36 38 21 15 52 (6) 33 (8) 7 3 19 (2) 17

Net Cash from Investing Activities (16) (8) 84 (24) (5) (5) (1) 3 (6) (1) 101 (10) 1 (7) (7)

Net Cash from Financing Activities (147) (50) (20) (102) (0) 0 0 (50) 0 0 0 (20) (0) 0 (82)

Cash beginning of the period 33 7 32 158 7 23 33 84 32 59 50 158 131 151 141

Net cash change (26) 24 100 (88) 15 10 52 (53) 27 (9) 108 (26) 20 (10) (72)

Cash end of the period 7 32 131 69 23 33 84 32 59 50 158 131 151 141 69

CONSOLIDATED FINANCIAL SUMMARY

Free Cash Flow, as defined, increased YoY in 2Q17 and 3Q17

Cumulus has ample cash to operate business, thus no DIP required

Capex remains in the mid-USD 20m range

Company anticipates receiving USD 75m of gross proceeds from real estate sales in Washington, DC, but appeal filed appears to have pushed the closing back to mid-2018 instead of late 2017

FINANCIAL INSIGHTS: SEGMENT BREAKDOWN

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USDm 2014 2015 2016 LTM 1Q15 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17

Net Revenues

Radio Station Group 839 796 802 795 176 209 205 207 176 210 206 210 174 209 203

Westwood One 421 369 337 344 95 89 84 101 92 77 79 89 90 81 84

Corporate and Other 4 3 2 3 1 1 1 1 0 1 1 1 1 1 1

Consolidated Net Revenue 1,263 1,169 1,141 1,141 271 299 289 308 269 287 286 300 264 291 287

Adjusted EBITDA

Radio Station Group 274 242 218 212 45 71 63 62 44 59 56 59 39 60 55

Westwood One 86 53 23 48 8 19 16 10 8 13 12 5 9 17 17

Corporate and Other (30) (35) (35) (36) (9) (9) (9) (9) (10) (9) (10) (7) (9) (9) (10)

Adjusted EBITDA 330 259 206 225 45 81 71 63 42 63 58 57 39 67 62

SEGMENT BREAKDOWN

Net revenue for radio station group was USD 202.9m, a decrease of 1.6% vs. USD 206.2m in 3Q16. Excluding political advertising, which benefited 3Q16 results, net sales would have fallen 1.2%.

According to Miller Kaplan, in the markets in which Cumulus operates, advertising revenue was lower by 3.2%, indicating Cumulus outperformed its competition.

Westwood One’s net revenues of USD 83.8m, increased of 5.5% YoY vs. USD 79.4m in 3Q16.

The 2016 Olympics held in Brazil negatively impacted comparative results for 3Q17. 3Q17 adjusted EBITDA was USD 61.8m, an increase of 40.7% YoY vs. USD 43.9m for 3Q16.

Normalizing for the impact from a music licensing fee, 3Q16 adjusted EBITDA would have increased by USD 14.4m to USD 58.3m, bringing the YoY increase to only 6% YoY.

Adjusted EBITDA for the radio station group was USD 54.7m, falling 2.8% YoY, versus USD 56.2m in 3Q16. Westwood One’s adjusted EBITDA for 3Q17 was USD 17.1m, higher by 36% YoY compared to USD 11.7m for 3Q16 (adjusted for the USD 14.4m charge in 3Q16).

FINANCIAL INSIGHTS: VALUATION

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TEV/Revenue multiple suggests 2x is low-end

TEV/LTM EBITDA multiple suggests range of 8x-11x

TEV/NTM EBITDA multiple suggests range of 7x-11x

Entercom/CBS Radio merger announced in February 2017 at approx. 2.4x LTM revenue and 8.1x EBITDA

For Period Ending 31-Dec-12 31-Dec-13 31-Dec-14 31-Dec-15 30-Dec-16 30-Nov-17

TEV/LTM Total Revenue Avg. 5.4x 3.2x 3.4x 2.4x 2.1x 2.0x

High 10.7x 3.9x 4.0x 2.9x 2.2x 2.0x

Low 2.8x 2.9x 2.7x 2.1x 2.0x 2.0x

TEV/NTM Total Revenue Avg. 2.9x 3.1x 2.9x 2.4x 2.1x 2.0x

High 3.0x 3.5x 3.5x 2.8x 2.2x 2.0x

Low 2.7x 2.9x 2.5x 2.1x 2.0x 2.0x

TEV/LTM EBITDA Avg. 16.4x 9.7x 12.4x 11.2x 10.8x 11.0x

High 31.8x 12.1x 13.9x 12.7x 11.5x 11.3x

Low 7.7x 7.9x 11.1x 10.4x 10.4x 10.1x

TEV/NTM EBITDA Avg. 7.6x 8.9x 9.4x 9.5x 10.1x 10.2x

High 8.0x 10.4x 10.6x 10.7x 10.8x 12.1x

Low 6.9x 7.5x 8.5x 8.3x 8.6x 9.5xSource: Standard & Poor's CapIQ

CUMULUS MEDIA TRADING MULTIPLES

PEER GROUP COMPSNet

LeverageTEV/LTM REVENUE

TEV/NTM REVENUE

TEV/LTM EBITDA

TEV/NTM EBITDA

Entercom Communications Corp. (NYSE: ETM) 3.7x 2.2x 2.1x 7.4x 6.1x

iHeartMedia, Inc. (OTCPK: IHRT) 13.9x 3.3x 3.3x 14.0x na

Sirius XM Holdings Inc. (NasdaqGS: SIRI) 3.5x 6.0x 5.7x 16.7x 14.4x

Urban One, Inc. (NasdaqCM: UONE.K) 8.2x 2.3x na 8.9x na

Cumulus Media Inc. (OTCPK:CMLS) 10.1x 2.0x 2.0x 10.1x 9.7x

Source: Standard and Poor's CapIQ

LEGAL ANALYSIS: RSA/PLAN

Supported by 69% of TLB lenders and Crestview/Dickeys

Lenders: mixed debt and equity recovery

Debt: USD 1.3bn of new term loan

Equity: 83.5% of reorganized company

Contemplates alternate treatment mechanism for CLOs

TLB lenders will select 6 of 7 new board members

Unsecured Notes: receive 16.5% of reorganized equity

Equity cancellation – getting wiped out

MIP: 10%, incentive plan tied to USD 236m of EBITDA for 2018

Key Milestones

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LEGAL ANALYSIS: Confirmation Valuation Battle Brewing

RSA binds company to deal (section 5), but contains limited fiduciary out (section 14 of RSA)

Cumulus shall not “join in or support any alternative plan or transaction other than the Chapter 11 Plan”

“Nothing…shall require the Company to take any action, or to refrain from taking any action, if doing so would be inconsistent with its fiduciary obligations under applicable law”

Unsecured Value Creation

Confirmation valuation battle (fulcrum dispute)

Push for alternative plan structure

Different equity split b/w lenders and bondholders; reinstatement

Lien investigation/challenge

Control UCC

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