Cumulus Media Plan Hands Control to Term Loan Lenders

DEBTWIRE BROADCAST Cumulus 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&A 2 OVERVIEW

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

 Company not using DIP financing

 Years of weak operating performance 2015 EBITDA dropped more than 20% YoY Lead to leverage profile that exceeded maximum thresholds in revolver agreement Year end cash at USD 32m

3 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 segments Radio: 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

4 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 pressure Left 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

5 FIRST DAY HEARING

 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 December Ad hoc group likely to bring another cash collateral objection UCC formation meeting set for 11 December

6 FINANCIAL ANALYSIS: SUMMARY

 Capital Structure – pre- and post-petition

 Operating Results

 Cash Flow Review

 Segment Review

7 FINANCIAL INSIGHTS: PRE-PETITION CAPITAL STRUCTURE

CAPITAL STRUCTURE (USDm) at 30 September 2017 Face Amount LTM Leverage Coupon Maturity Outstanding 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 LTM Adjusted EBITDA 225

 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

8 FINANCIAL INSIGHTS: PRO FORMA CAPITAL STRUCTURE

CAPITAL STRUCTURE (USDm) at 29 November 2017 LTM Face Amount Est Annual Est. Annual LTM Coupon Maturity Adjustments Pro Forma Leverage(OLD Outstanding Interest (OLD) Interest (PF) 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

LTM Adjusted EBITDA 225 LTM Revenue 1,141

 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.

9 FINANCIAL INSIGHTS: OPERATING RESULTS

CONSOLIDATED FINANCIAL SUMMARY 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

 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?

1 0 FINANCIAL INSIGHTS: CASH FLOW

CONSOLIDATED FINANCIAL SUMMARY 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

 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

1 1 FINANCIAL INSIGHTS: SEGMENT BREAKDOWN

SEGMENT BREAKDOWN 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

 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).

12 FINANCIAL INSIGHTS: VALUATION

CUMULUS MEDIA TRADING MULTIPLES 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/Revenue multiple suggests 2x is TEV/NTM Total Revenue Avg. 2.9x 3.1x 2.9x 2.4x 2.1x 2.0x low-end 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  TEV/LTM EBITDA multiple suggests Low 7.7x 7.9x 11.1x 10.4x 10.4x 10.1x range of 8x-11x 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  TEV/NTM EBITDA multiple suggests Low 6.9x 7.5x 8.5x 8.3x 8.6x 9.5x Source: Standard & Poor's CapIQ range of 7x-11x

Net TEV/LTM TEV/NTM TEV/LTM TEV/NTM PEER GROUP COMPS Leverage REVENUE REVENUE EBITDA EBITDA Entercom Communications Corp. (NYSE: ETM) 3.7x 2.2x 2.1x 7.4x 6.1x  Entercom/CBS Radio merger iHeartMedia, Inc. (OTCPK: IHRT) 13.9x 3.3x 3.3x 14.0x na announced in February 2017 at approx. 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 2.4x LTM revenue and 8.1x EBITDA Cumulus Media Inc. (OTCPK:CMLS) 10.1x 2.0x 2.0x 10.1x 9.7x

Source: Standard and Poor's CapIQ

13 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

14 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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