Cumulus Media Inc., a leading audio-first media company operating 394 radio stations across 84 markets in the United States, filed for Chapter 11 bankruptcy protection on March 5, 2026, in the United States Bankruptcy Court for the Southern District of Texas, Houston Division. The filing, which encompasses 41 debtor entities, follows persistent industry-wide declines in broadcast radio advertising revenues, macroeconomic pressures, and a dispute with Nielsen Audio over ratings data access. The company has entered into a Restructuring Support Agreement with holders of approximately 72% of its 2029 secured debt that is designed to reduce total funded indebtedness by approximately $592 million and lower annual cash interest expense by approximately $49 million. As of the petition date, the company carried approximately $697.1 million in aggregate principal funded debt obligations and held approximately $46 million in cash on hand.
Company Background and Business Operations
Cumulus Media is an audio-first media company that delivers content through 394 owned-and-operated radio stations across 84 markets. The company also operates national audio platforms, including the Westwood One network and the Cumulus Podcast Network, as well as one of the largest streaming audio advertising networks in the United States and a suite of local digital marketing services. As of the petition date, the company employed approximately 3,000 people, including approximately 2,000 full-time employees, of whom approximately 100 were covered by eight collective bargaining agreements.
The company generates revenue primarily from the sale of broadcast radio advertising time to local, regional, and national clients. Digital revenue comes from podcast advertising, streaming audio, display advertising, and local digital marketing services including email marketing, geo-targeted display, video solutions, search engine marketing, website building and hosting, social media management, and search engine optimization. Additional revenue is derived from trade and barter transactions, remote and event revenues, and non-advertising sources such as licensing fees and tower rental income.
Cumulus Media Inc. is a Delaware corporation organized in 2018 as the successor to an entity of the same name that had filed for bankruptcy in November 2017 in the Southern District of New York. The predecessor company and its debtor subsidiaries emerged from those earlier Chapter 11 cases on June 4, 2018.
Events Leading to Bankruptcy
According to the declaration filed in support of the petitions, the Chapter 11 cases are the product of sustained challenges in the broadcast radio industry and broader macroeconomic pressures. Over multiple years, core revenues across the industry have been affected by competition from digital audio and streaming platforms, shifts toward programmatic and performance-based ad buying, and recurring annual declines in radio listenership that were exacerbated by pandemic-era behavioral changes. Despite some recovery in listenership driven by return-to-office trends, annual audience declines have persisted and radio listenership remains below pre-pandemic levels, particularly in large markets where the company operates.
At the same time, persistent inflation increased operating costs including wages, content and production expenses, and third-party services, while elevated benchmark interest rates increased cash interest burdens and tightened credit availability. The company also faced shifts in advertising budgets away from traditional radio and into digital platforms.
To address these challenges, the company undertook a multi-year sequence of operational and strategic initiatives. Since 2018, the company reduced gross debt by approximately $630 million — roughly 50% from 2018 levels — supported by an asset monetization program totaling approximately $510 million. That program included sales of approximately $120 million of land no longer required for operations, approximately $180 million of non-strategic stations, and approximately $210 million of tower assets. These steps were complemented by approximately $120 million of cash generated from operations and opportunistic refinancings.
The 2024 Exchange Transactions
In May 2024, the company completed a series of exchange offers pursuant to a transaction support agreement with an ad hoc group representing approximately 80% of the then-outstanding 2026 Notes and approximately 97% of the then-outstanding 2026 Term Loans. Through these transactions, approximately $328.3 million of the 2026 Term Loan was exchanged for approximately $311.8 million of new 2029 Term Loans, and approximately $323.0 million of the 2026 Notes was exchanged for approximately $306.4 million of new 2029 Notes. Overall, approximately 97% of 2026 Term Loan holders and 94% of 2026 Notes holders participated.
Concurrently, the company amended its ABL Facility to extend its maturity to March 1, 2029, and increase aggregate commitments from $100 million to $125 million. The company also obtained consents to amend the 2026 Credit Agreement and the 2026 Notes Indenture to eliminate substantially all restrictive covenants and certain events of default, release all collateral securing the 2026 Notes, and subordinate the liens securing the 2026 Term Loan. However, because certain holders elected not to participate, small stub amounts of the 2026 Term Loan (approximately $1.2 million) and 2026 Notes (approximately $22.7 million) remained outstanding.
Although the 2024 exchange transactions provided maturity extensions, persistent industry-wide revenue declines and macroeconomic pressures continued to constrain liquidity and free cash flow through 2024 and 2025.
The Nielsen Dispute
The company's financial position was also affected by a dispute with Nielsen Audio, the radio broadcast industry's principal ratings service. In late 2024, Nielsen implemented a new network tying policy that forced any customer owning both a national network and local radio stations to purchase Nielsen's local radio ratings data in all markets in order to access the complete national ratings data product. According to the declaration, this policy placed the company in an untenable position: either assume substantially higher audience measurement costs by purchasing unwanted local ratings data, or lose access to the national ratings data that is critical to selling national advertising.
After consensual negotiations failed, the company filed a complaint against Nielsen in October 2025 in federal court in the Southern District of New York. The company obtained a preliminary injunction against the tying policy on December 30, 2025. On February 2, 2026, Nielsen filed an answer and counterclaims in the underlying litigation. On February 3, 2026, the Second Circuit Court of Appeals granted Nielsen's motion for a stay pending appeal, temporarily staying the preliminary injunction. The litigation remains pending in the District Court for the Southern District of New York.
Prepetition Capital Structure
As of the petition date, the company's funded indebtedness totaled approximately $697.1 million, structured as follows:
Secured Funded Debt:
- ABL Credit Agreement: $55,000,000 (maturing March 1, 2029)
- 2029 Term Loan Credit Agreement: $311,844,954 (maturing May 2, 2029; interest at 8.901%)
- 2029 Notes Indenture: $306,375,000 at 8.00% (maturing July 1, 2029)
- 2026 Term Loan Credit Agreement: $1,202,709 (maturing March 31, 2026; interest at 7.687%)
Unsecured Funded Debt:
- 2026 Notes Indenture: $22,697,000 at 6.75% (maturing July 1, 2026)
The company's equity consisted of 17,128,043 shares of Class A common stock and 312,041 shares of Class B common stock outstanding. Trading in the Class A common stock on the Nasdaq Global Market was suspended on May 2, 2025, as part of Nasdaq's delisting procedures, after which shares began trading on the OTC Markets' OTCQB market tier.
The respective rights of lenders and noteholders are governed by three intercreditor agreements, each dated May 2, 2024, which establish the priority of liens on the company's collateral among the ABL facility, the 2029 debt, and the remaining 2026 debt.
The Restructuring Support Agreement
On March 4, 2026, the company entered into the Restructuring Support Agreement with members of an Ad Hoc Group of secured lenders holding approximately 72.05% of the 2029 Debt Claims. The agreement contemplates a prepackaged Chapter 11 plan designed to reduce the company's funded indebtedness by approximately $592 million and reduce annual cash interest expense by approximately $49 million.
The RSA was the product of arm's-length negotiations that began in the last quarter of 2025, when the company and its advisors began exploring strategic alternatives. While the company originally aimed to complete a restructuring transaction on an out-of-court basis, ongoing industry pressures led the company to begin preparing for a prepackaged filing in early 2026.
Treatment of Claims and Interests
Under the proposed plan, claims and interests would be treated as follows:
Administrative, Tax, Other Priority, and Other Secured Claims: Paid in full in cash on the effective date or in the ordinary course of business.
ABL Facility Claims: Each holder will receive its pro rata share of new loans under a Restated ABL Credit Facility in an amount equal to the allowed ABL Facility Claims. The class is impaired and entitled to vote.
2029 Secured Claims: Each holder will receive its pro rata share of (a) $50 million in Exit Convertible Notes and (b) 95% of the New Common Stock of the reorganized company (subject to dilution from a management incentive plan). The 2029 Secured Claims are deemed allowed in the aggregate amount of $168,579,947. The class is impaired and entitled to vote.
Other Funded Debt Claims (2026 Debt Claims and 2029 Deficiency Claims): Each holder will receive its pro rata share of 5% of the New Common Stock (subject to dilution from the MIP). The 2026 Debt Claims are deemed allowed at $24,192,471 in aggregate, and the 2029 Deficiency Claims at $470,321,003. Distributions owing to 2026 Term Loan Lenders are to be turned over to the 2029 holders pursuant to a junior lien intercreditor agreement. The class is impaired and entitled to vote.
General Unsecured Claims: Paid in the ordinary course of business. The class is unimpaired and conclusively deemed to accept the plan.
Existing Equity Interests: All existing equity interests will be cancelled with no recovery. The class is impaired and conclusively deemed to reject the plan.
Exit Financing
The restructuring contemplates two exit financing facilities. First, the company will enter into a Restated ABL Credit Facility providing for up to $100 million in revolving credit commitments on terms substantially similar to the existing facility. Each holder of an ABL claim has agreed to roll its claim into the restated facility.
Second, the reorganized company will issue $50 million in Exit Convertible Notes with the following material terms: interest at the company's election at either 10.00% payable in kind or 8.00% payable in cash, payable semiannually; maturity on the fifth anniversary of the effective date; mandatory conversion into New Common Stock upon any M&A transaction at an exchange price equal to the midpoint of equity value as set forth in the plan's valuation analysis; and callable at par plus accrued interest. The Exit Notes will be secured by second-priority liens on ABL Collateral and a pari passu first-priority lien on shared collateral.
Use of Cash Collateral
Lenders constituting the requisite majority of ABL Loans, 2029 Term Loans, and 2029 Notes have agreed to the company's consensual use of cash collateral in compliance with an approved budget. As of the petition date, the company held approximately $46 million of cash on hand. The company states that this arrangement will allow it to continue operating its businesses and administer the Chapter 11 cases without seeking debtor-in-possession financing.
Governance Changes
As a condition of the RSA, the company constituted a Transaction Committee of the board of directors comprising three independent directors, including one pre-existing independent director and two new independent directors chosen from nominees of the Ad Hoc Group. On January 28, 2026, the board had appointed an independent director and formed a special restructuring committee and an investigation committee to evaluate restructuring alternatives and conduct an independent review of potential claims against insiders and equity holders, respectively. The restructuring committee was subsequently disbanded upon the effectiveness of the RSA.
The board of directors of the reorganized company will be determined and selected by the Required Consenting 2029 Holders. The reorganized company will be a private company unless otherwise agreed.
Employee Matters
All officers and employees are to be retained in their existing positions following the effective date under their existing employment agreements. However, amended employment agreements will apply to the company's chief executive officer and chief financial officer.
Under the amended CEO agreement, the base salary will be reduced from $1,450,000 to $1,250,000, the annual target bonus will be reduced from $1,450,000 to $1,250,000 (capped at 200% of base salary), the non-change-in-control severance multiple will change from 1.5x to 1.75x, and the change-in-control severance multiple will change from 2.5x to 2.25x.
Under the amended CFO agreement, the base salary will be reduced from $800,000 to $700,000, the annual target bonus will be reduced from $800,000 to $700,000 (capped at 200% of base salary), the non-change-in-control severance multiple will change from 1.5x to 1.0x, and the change-in-control severance multiple will change from 2.0x to 1.5x.
Both executives will forfeit all amounts and entitlements previously awarded under the company's 2020 Equity and Incentive Compensation Plan.
A management incentive plan will reserve 10% of New Common Stock on a fully diluted basis, with terms to be fixed by the new board. If the new board does not allocate and grant MIP awards within 90 days of the effective date, each existing employee participant in the prior equity plan will have the right to resign for good reason and receive contractual cash severance entitlements.
Key Dates and Milestones
The RSA contemplates the following milestones for the restructuring:
- March 4, 2026: Solicitation of creditor acceptance launched; RSA executed
- March 5, 2026: Petition Date; Plan, Disclosure Statement, Scheduling Motion, and Cash Collateral Motion filed
- Within 3 days of petition: Scheduling Order and Interim Cash Collateral Order to be entered
- Within 30 days of petition: Final Cash Collateral Order to be entered (extendable by up to 25 days to align with the confirmation hearing)
- Within 55 days of petition: Confirmation Order to be entered
- Within 75 days of confirmation: Plan Effective Date (extendable by up to 120 additional days solely for regulatory approvals)
First Day Motions
The company filed a series of first day motions seeking, among other things, authority to continue operating its cash management system, honor employee wages and benefits, pay certain prepetition trade creditor obligations, pay taxes and fees, maintain utility services, establish procedures regarding transfers of interests for net operating loss preservation, maintain customer programs, continue insurance coverage, and use cash collateral on an interim basis. Administrative motions sought joint administration, consolidated creditor lists, FCC compliance procedures, and retention of Verita Global (Kurtzman Carson Consultants) as claims and noticing agent.
Professional Representation
The company is represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP as restructuring counsel, Moelis & Company LLC as investment banker, and Alvarez & Marsal North America, LLC as financial advisor. The Ad Hoc Group of secured lenders is represented by Gibson, Dunn & Crutcher LLP as counsel and Guggenheim Securities, LLC as financial advisor. The case is pending in the United States Bankruptcy Court for the Southern District of Texas under Case No. 26-90346 (ARP).
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