Cumulus Acquires Cumulus Media Partners

Cumulus Media Inc. CMLS Monday announced that it has completed the previously announced acquisition of the remaining equity interests of Cumulus Media Partners, LLC ("CMP") that it did not already own.

CMP owns 32 radio stations in nine markets, including San Francisco, Dallas, Houston, Atlanta, Cincinnati, Indianapolis and Kansas City. Cumulus has operated CMP's business pursuant to a management agreement since CMP acquired the radio broadcasting business of Susquehanna Pfaltzgraff Co.

In connection with the acquisition, Cumulus issued 9,945,714 shares of its common stock to affiliates of the three private equity firms that had collectively owned 75% of CMP ---- Bain Capital Partners, LLC ("Bain"), The Blackstone Group L.P. ("Blackstone") and Thomas H. Lee Partners, L.P. ("THL"). Blackstone received shares of Cumulus' Class A common stock and, in accordance with Federal Communications Commission broadcast ownership rules, Bain and THL each received shares of a new authorized Class D non-voting common stock. Cumulus has owned the remaining 25% of CMP's equity interests since Cumulus, together with Bain, Blackstone and THL, formed CMP in 2005.

Also in connection with the acquisition, currently outstanding warrants to purchase common stock of a subsidiary of CMP were amended to instead become exercisable for up to 8,267,968 shares of common stock of Cumulus.

The acquisition of CMP was completed earlier Monday, following receipt of approval by Cumulus' stockholders at its annual meeting of stockholders on Friday, July 29, 2011.

Cumulus' Chairman and CEO, Lew Dickey, commented: "We are pleased to have completed this important step with our acquisition of CMP. The combination of Cumulus and CMP is a strategic transaction that simplifies our operational structure and positions us to complete our pending transformational deal with Citadel Broadcasting. Following the completion of the Citadel acquisition, we plan to capitalize on the scale of the resulting pro forma platform of approximately 570 stations in 120 markets, and a radio network serving approximately 4000 station affiliates, to compete aggressively with our content and distribution capabilities in broadcast and new media. We are also excited about the opportunity to offer investors what we expect will be the largest pure play radio company, with a large and liquid market capitalization as well as a strong and flexible balance sheet that is well-positioned for continued growth."

Cumulus currently expects that, subject to receiving final regulatory approvals and approval by the stockholders of Citadel Broadcasting Corporation, the Citadel acquisition will be completed prior to the end of 2011.