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Cumulus Reports Third Quarter 2011 Results

Stocks in this article: CMLS

Capital Expenditures

Capital expenditures for the nine months ended September 30, 2011 totaled $2.9 million.

Acquisition of Cumulus Media Partners, LLC

On August 1, 2011, we completed the previously announced acquisition of the remaining 75.0% of the equity interests of Cumulus Media Partners, LLC (“CMP”) that we did not already own (the “CMP Acquisition”). In connection with this acquisition, we issued 9.9 million shares of our common stock to affiliates of the three private equity firms that had collectively owned 75.0% of CMP — Bain Capital Partners, LLC (“Bain”), The Blackstone Group L.P. (“Blackstone”) and Thomas H. Lee Partners, L.P. (“THL”). Blackstone received 3.3 million shares of our Class A common stock and, in accordance with Federal Communications Commission broadcast ownership rules, Bain and THL each received 3.3 million shares of a class of our common stock, which has been converted to our Class B non-voting common stock. We have owned the remaining 25.0% of CMP’s equity interests since we, together with Bain, Blackstone and THL, formed CMP in 2005. Pursuant to a management agreement, we had been operating CMP’s business since 2006. This management agreement was terminated in connection with the completion of the CMP Acquisition. Also in connection with the CMP Acquisition, outstanding warrants to purchase shares of common stock of a subsidiary of CMP were amended to instead become exercisable for up to 8.3 million shares of our common stock.

For the three and nine months ended September 30, 2011, we recorded $0.3 million and $2.3 million, respectively, in management fees from CMP through the date of the CMP Acquisition, and for the three and nine months ended September 30, 2010, we recorded management fees of $1.0 million and $3.0 million, respectively.

Acquisition of Citadel Broadcasting Corporation

On September 16, 2011, we completed the previously announced acquisition of Citadel Broadcasting Corporation (“Citadel”) (the “Citadel Acquisition”). We paid approximately $1.4 billion in cash and issued approximately 22.5 million shares of our Class A common stock and warrants to purchase approximately 47.7 million shares of our common stock to Citadel securityholders in connection with the Citadel Acquisition. Up to an additional 0.9 million shares of the Company's common stock (which may include warrants to purchase common stock) may be issuable in the future to certain employees of Citadel in connection with the vesting, from time to time, of certain restricted stock awards.

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