SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 5)
CUMULUS MEDIA INC.
_________________________
(Name of Issuer)
Class A Common Stock, par value $.01 per share
______________________________________________
(Title of Class of Securities)
231082108
_____________
(CUSIP Number)
J. Travis Hain
Banc of America Capital Investors
Bank of America Corporate Center
100 N. Tryon Street, 25th Floor
Charlotte, North Carolina 28255
(704) 386-7839
______________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2005
______________________
(Date of Event Which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box: .
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are sent.
(Continued on following pages)
(Page 1 of 32 Pages)
>
- ----------------------- -----------------
CUSIP No. 231082108 13D Page 2 of 32
Pages
- ----------------------- -----------------
===========================================================================================
1 NAME OF REPORTING PERSON BA Capital Company, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
- -------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
- -------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS WC
- -------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
- -------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 3,027,746
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------------------------------
8 SHARED VOTING POWER
0
--------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
3,027,746
--------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,027,746
- -------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
- -------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
- -------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
===========================================================================================
- ----------------------- -----------------
CUSIP No. 231082108 13D Page 3 of 32
Pages
- ----------------------- -----------------
===========================================================================================
1 NAME OF REPORTING PERSON BA SBIC Management, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
- -------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
- -------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- -------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
- -------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------------------------------
8 SHARED VOTING POWER
3,027,746
--------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,027,746
- -------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,027,746
- -------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
- -------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
- -------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
===========================================================================================
- ----------------------- -----------------
CUSIP No. 231082108 13D Page 4 of 32
Pages
- ----------------------- -----------------
===========================================================================================
1 NAME OF REPORTING PERSON BA Equity Management, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
- -------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
- -------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- -------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
- -------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------------------------------
8 SHARED VOTING POWER
3,027,746
--------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,027,746
- -------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,027,746
- -------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
- -------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
- -------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
===========================================================================================
- ----------------------- -----------------
CUSIP No. 231082108 13D Page 5 of 32
Pages
- ----------------------- -----------------
===========================================================================================
1 NAME OF REPORTING PERSON BA Equity Management GP, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
- -------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
- -------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- -------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
- -------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------------------------------
8 SHARED VOTING POWER
3,027,746
--------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,027,746
- -------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,027,746
- -------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
- -------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
- -------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
===========================================================================================
- ----------------------- -----------------
CUSIP No. 231082108 13D Page 6 of 32
Pages
- ----------------------- -----------------
===========================================================================================
1 NAME OF REPORTING PERSON J. Travis Hain
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
- -------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
- -------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- -------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
- -------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION United
States
- -------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------------------------------
8 SHARED VOTING POWER
12,678,509
--------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
12,678,509
- -------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,678,509
- -------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
- -------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
- -------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
===========================================================================================
- ----------------------- -----------------
CUSIP No. 231082108 13D Page 7 of 32
Pages
- ----------------------- -----------------
===========================================================================================
1 NAME OF REPORTING PERSON Banc of America Capital Investors SBIC, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
- -------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
- -------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- -------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
- -------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 9,650,763
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------------------------------
8 SHARED VOTING POWER
0
--------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
9,650,763
--------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,650,763
- -------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
- -------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.7%
- -------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
===========================================================================================
- ----------------------- -----------------
CUSIP No. 231082108 13D Page 8 of 32
Pages
- ----------------------- -----------------
===========================================================================================
1 NAME OF REPORTING PERSON Banc of America Capital Management SBIC, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
- -------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
- -------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- -------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
- -------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------------------------------
8 SHARED VOTING POWER
9,650,763
--------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
9,650,763
- -------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,650,763
- -------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
- -------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.7%
- -------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
===========================================================================================
- ----------------------- -----------------
CUSIP No. 231082108 13D Page 9 of 32
Pages
- ----------------------- -----------------
===========================================================================================
1 NAME OF REPORTING PERSON Banc of America Capital Management, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
- -------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
- -------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- -------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
- -------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------------------------------
8 SHARED VOTING POWER
9,650,763
--------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
9,650,763
- -------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,650,763
- -------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
- -------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.7%
- -------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
===========================================================================================
- ----------------------- -----------------
CUSIP No. 231082108 13D Page 10 of 32
Pages
- ----------------------- -----------------
===========================================================================================
1 NAME OF REPORTING PERSON BACM I GP, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
- -------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
- -------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- -------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) >
- -------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------------------------------
8 SHARED VOTING POWER
9,650,763
--------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
9,650,763
- -------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,650,763
- -------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
- -------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.7%
- -------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
===========================================================================================
Item 1. Security and Issuer.
This Amendment No. 5 amends the statement on Schedule 13D filed with
the Securities and Exchange Commission on July 7, 1998, as amended by
Amendment No. 1 filed on December 3, 1999, Amendment No. 2 filed on February
4, 2002, Amendment No. 3 filed on April 3, 2002, and Amendment No. 4 filed on
March 27, 2003 and relates to the Class A Common Stock of Cumulus Media Inc.,
14 Piedmont Center, Suite 1400, Atlanta, Georgia 30305.
The Schedule 13D was originally filed on July 7, 1998 (the "Original
Schedule 13D") by NationsBanc Capital Corporation, a Texas corporation
("NBCC"), NationsBank, N.A., a national banking association, NB Holdings
Corporation, a Delaware corporation, and NationsBank Corporation, a North
Carolina corporation ("NationsBank"). In the Original Schedule 13D, these
reporting persons reported, among other things, NBCC's direct beneficial
ownership of 3,371,246 shares of the Company's Class B Common Stock (which
are convertible into shares of the Company's Class A Common Stock on a
one-for-one basis).
Amendment No. 1 to the Schedule 13D was filed on December 3, 1999
("Amendment No. 1") by BA Capital Company, L.P., a Delaware limited
partnership ("BA Capital"), BA SBIC Management, LLC, a Delaware limited
liability company ("BA SBIC Management"), BA Equity Management, L.P., a
Delaware limited partnership ("BA Equity Management"), BA Equity Management
GP, LLC, a Delaware limited liability company ("BA Equity Management GP"),
Walter W. Walker, Jr., a United States citizen ("Mr. Walker"), and Bank of
America Corporation, a Delaware corporation ("Bank of America"). In
Amendment No. 1, these reporting persons reported, among other things, that
(a) NBCC had previously merged into BA Capital in connection with the merger
of NationsBank with Bank of America, (b) such reporting persons had become
the beneficial owners of the shares of the Company's Class B Common Stock
owned by NBCC, (c) BA Capital sold 500,000 shares of the Company's Class A
Common Stock (which it acquired upon converting shares of Class B Common
Stock) on November 24, 1999 and (d) after giving effect to such sale, BA
Capital owned 2,871,246 shares of the Company's Class B Common Stock and held
options to purchase 6,000 shares of the Company's Class A Common Stock.
Amendment No. 2 to the Schedule 13D was filed on February 4, 2002
("Amendment No. 2") by BA Capital, BA SBIC Management, BA Equity Management,
BA Equity Management GP, Mr. Walker, Banc of America Capital Investors SBIC,
L.P., a Delaware limited partnership formerly known as BancAmerica Capital
Investors SBIC I, L.P. ("BACI"), Banc of America Capital Management SBIC,
LLC, a Delaware limited liability company formerly known as BancAmerica
Capital Management SBIC I, LLC ("Capital Management SBIC"), Banc of America
Capital Management, L.P., a Delaware limited partnership formerly known as
BancAmerica Capital Management I, L.P.("BA Capital Management"), and BACM I
GP, LLC, a Delaware limited liability company ("BACM"). In Amendment No. 2,
these reporting persons reported, among other things, that (a) the Company,
Aurora Communications, LLC, a Delaware limited liability company ("Aurora")
that was approximately 73% owned by BACI, BACI and certain other parties had
entered into agreements relating to the Company's proposed acquisition of
Aurora (the "Aurora Acquisition"), and (b) upon the completion of the Aurora
Acquisition, the owners of Aurora would be issued shares of the Company's
Class A Common Stock and Class B Common Stock, would be issued warrants to
purchase shares of the Company's Class A Common Stock and Class B Common
Stock and would be paid cash.
Amendment No. 3 to the Schedule 13D was filed on April 3, 2002
("Amendment No. 3") to report the completion of the Aurora Acquisition on
March 28, 2002 (the "Aurora Closing Date"). In connection with the closing
of the Aurora Acquisition, BACI was issued 8,944,339 shares of the Company's
Class B Common Stock and warrants to purchase 706,424 shares of the Company's
Class A Common Stock or Class B Common Stock, at BACI's election.
Amendment No. 4 to the Schedule 13D was filed on March 27, 2003
("Amendment No. 4") to report the exercise by BACI of a warrant to purchase
shares of the Company's stock and to voluntarily report the grant of options
to BA Capital's designee on the Company's board of directors, which options
may be deemed to be beneficially owned by BA Capital. Amendment No. 4 also
voluntarily reported that J. Travis Hain had replaced Walter W. Walker, Jr.
as the managing member of BA Equity Management GP and the managing member of
BACM effective on September 1, 2002.
This Amendment No. 5 to the Schedule 13D ("Amendment No. 5") is being
filed voluntarily to report the grant of options to BA Capital's designee on
the Company's board of directors, which options may be deemed to be
beneficially owned by BA Capital, and to reflect the vesting of certain
options.
Item 2. Identity and Background.
(a) This statement is being filed jointly by (1) BA Capital, (2) BA
SBIC Management, (3) BA Equity Management, (4) BA Equity Management GP, (5)
Mr. Hain, (6) BACI, (7) Capital Management SBIC, (8) BA Capital Management
and (9) BACM. The persons described in items (1) through (9) are referred to
herein as the "Reporting Persons." A list of the executive officers and
directors of each Reporting Person that is not an individual is attached as
Annex A.
(b) The address of the principal business office of each Reporting
Person is 100 North Tryon Street, Floor 25, Bank of America Corporate Center,
Charlotte, NC 28255.
(c) BA Capital is an investment partnership engaged principally in
the business of making private equity investments. BA SBIC Management is
engaged in the business of being the general partner of BA Capital. BA
Equity Management is engaged in the business of being the sole member of BA
SBIC Management. BA Equity Management GP is engaged in the business of being
the general partner of BA Equity Management.
BACI is an investment partnership engaged principally in the business
of making private equity investments. Capital Management SBIC is engaged in
the business of being the general partner of BACI. BA Capital Management is
engaged in the business of being the sole member of Capital Management SBIC.
BACM is engaged in the business of being the general partner of BA Capital
Management.
Mr. Hain's principal occupation is serving as the managing member of BA
Equity Management GP, as the managing member of BACM and as an employee of a
subsidiary of Bank of America.
Bank of America is a bank holding company registered under the Bank
Holding Company Act of 1956, as amended, and is engaged in the general
banking and financial services business through its subsidiaries.
The principal business and principal office address of each of the
Reporting Persons is set forth in paragraph (b) above.
(d) During the last five years, none of the Reporting Persons, and to
the knowledge of each Reporting Person, none of the executive officers or
directors of any such Reporting Person that is not an individual, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of the Reporting Persons, and to
the knowledge of each Reporting Person, none of the executive officers or
directors of any such Reporting Person that is not an individual, has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or state securities
laws or finding any violation with respect to such laws.
(f) The following sets forth the jurisdiction of organization or
citizenship of each Reporting Person:
Reporting Person State of
Organization/Citizenship
BA Capital Delaware
BA SBIC Management Delaware
BA Equity Management Delaware
BA Equity Management GP Delaware
Mr. Hain United States
BACI Delaware
Capital Management SBIC Delaware
BA Capital Management Delaware
BACM Delaware
To the knowledge of the Reporting Persons, each executive officer and
director of any Reporting Person that is not an individual, as set forth on
Annex A, is a citizen of the United States.
Item 3. Source and amount of Funds or Other Consideration.
As described in the Original Schedule 13D, NBCC purchased preferred
shares of a predecessor to the Company at various times in 1997 and 1998 with
cash. These preferred shares were converted into Class B Common Stock of the
Company in connection with the Company's initial public offering in 1998.
Funds for the purchase of these preferred shares were provided from the
working capital of NBCC and its affiliates.
BACI purchased shares of common and preferred stock in Aurora
Management, Inc., a member of Aurora owning approximately 73% of its
membership interests, at various times between 1999 and 2001 with cash. On
the Aurora Closing Date, these shares of common and preferred stock were
converted into 8,944,339 shares of the Company's Class B Common Stock and
warrants to purchase 706,424 shares of the Company's Class A Common Stock or
Class B Common Stock. Funds for BACI's purchase of shares of common and
preferred stock in Aurora Management, Inc. were provided from the working
capital of BACI and its affiliates. On March 27, 2003, BACI elected to
exercise the warrant it received as part of the Aurora Acquisition in
exchange for shares of the Company's Class B Common Stock. As a result, BACI
currently holds 9,650,763 shares of Class B Common Stock. Funds for the
purchase of the shares issued upon exercise of the warrant were provided from
the working capital of BACI and its affiliates.
In June 1998, August 1999, October 2000, April 2001, March 2002, March
2003, May 2004 and April 2005, BA Capital or its designee on the Company's
board of directors received options to purchase an aggregate of 265,000
shares of the Company's Class A Common Stock, 207,500 of which options are
currently exercisable or may be exercised in the next 60 days. BA Capital
may be deemed to beneficially own such options. These options were received
in consideration of the designee's board service, and no additional
consideration was paid by BA Capital to the Company in exchange for such
options.
Item 4. Purpose of Transaction.
NBCC purchased preferred shares of a predecessor to the Company for
investment purposes. As a result of this investment, BA Capital now holds
(i) 840,250 shares of Class A Common Stock, (ii) 1,979,996 shares of Class B
Common Stock (which are convertible into shares of Class A Common Stock on a
one-for-one basis) and (iii) options to purchase 265,000 shares of Class A
Common Stock, 207,500 of which are currently exercisable. BA Capital holds
these securities for investment purposes.
BACI purchased shares of common and preferred stock in Aurora
Management, Inc., a member of Aurora owning approximately 73% of its
membership interests, for investment purposes. In connection with the
closing of the Aurora Acquisition, these shares of common and preferred stock
were converted on the Aurora Closing Date into 8,944,339 shares of the
Company's Class B Common Stock and warrants to purchase 706,424 shares of the
Company's Class A Common Stock or Class B Common Stock. Following the
exercise of the warrant, on March 27, 2003, in exchange for 706,424 shares of
Class B Common Stock, BACI currently holds 9,650,763 shares of Class B Common
Stock. BACI holds these securities for investment purposes.
The Reporting Persons may acquire additional securities of the Company
from time to time in the future, subject to certain factors, including
without limitation (i) applicable securities laws and governmental
restrictions on the number of voting securities the Reporting Persons may
hold, (ii) market conditions and (iii) the Reporting Persons' assessment of
the business and prospects of the Company.
The Reporting Persons are continuously evaluating the business and
prospects of the Company, and its present and future interests in, and
intentions with respect to, the Company and may at any time decide to dispose
of any or all of the shares of the Company currently owned by them as well as
securities they may acquire in the future.
Other than discussed as herein, the Reporting Persons currently have no
plans to effect:
(a) the acquisition of additional securities of the Company, or the
disposition of securities of the Company;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company
or any of its subsidiaries;
(d) any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term of
directors or the to fill any existing vacancies on the Board of Directors;
(e) any material change in the present capitalization or dividend
policy of the Company;
(f) any other material change in the Company's business or corporate
structure;
(g) changes in the Company's articles of incorporation, by-laws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person;
(h) causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association;
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
The Reporting Persons intend to evaluate their investment in the
Company continuously and may, based on any such evaluation, determine at a
future date to change their current position with respect to any action
enumerated above.
Item 5. Interest in Securities of the Issuer.
(a)(i) This Amendment No. 5 relates to 12,678,509 shares of the
Company's Class A Common Stock, representing 19.9% of the Company's
outstanding shares of Class A Common Stock and 18.1% of the voting power
(which percentages are calculated in accordance with Rule 13d-3(d)(1)). BA
Capital currently holds 840,250 shares of Class A Common Stock, 1,979,996
shares of Class B Common Stock and options to purchase 265,000 shares of
Class A Common Stock, 207,500 of which are currently exercisable. BA Capital
beneficially owns 3,027,746 shares, or 5.6%, of Class A Common Stock
(determined in accordance with Rule 13d-3(d)(1)). BACI currently holds
9,650,763 shares of Class B Common Stock. BACI beneficially owns 9,650,763
shares, or 15.7%, of Class A Common Stock (determined in accordance with Rule
13d-3(d)(1)). No other Reporting Person directly holds any Common Stock of
the Company or any rights to acquire any such common stock.
Except as may otherwise be required by Delaware corporate law, shares
of Class A Common Stock, Class B Common Stock and Class C Common stock vote
together as a single class when such shares are entitled to vote. Shares of
Class B Common Stock are convertible into shares of Class A Common Stock or
Class C Common Stock on a one-for-one basis. Shares of Class C Common Stock
are convertible into shares of Class A Common Stock on a one-for-one basis.
Shares of Class A Common Stock are entitled to one vote per share, shares of
Class C Common Stock are entitled to ten votes per share and shares of Class
B Common Stock have no voting rights except in specified instances required
by Delaware corporate law or by the Company's articles of incorporation.
Upon conversion of any share of Class B Common Stock into a share of Class C
Common Stock by certain shareholders of the Company (including BA Capital),
shares of Class C Common Stock become entitled to one vote per share, rather
than ten votes per share.
The 840,250 shares of Class A Common Stock currently held by BA Capital
represent 1.6% of the Company's outstanding shares of Class A Common Stock.
If BA Capital were to (A) convert its 1,979,996 shares of Class B Common
Stock into an equivalent number of shares of Class A Common Stock and
(B) exercise its currently exercisable options to purchase 207,500 shares of
Class A Common Stock and if BACI were to convert its 9,650,763 shares of
Class B Common Stock into an equivalent number of shares of Class A Common
Stock, BA Capital and BACI would together own 12,678,509 shares of Class A
Common Stock, representing 19.9% of the Company's then outstanding shares of
Class A Common Stock and 18.1% of the voting power.
The 12,678,509 shares of Class A Common Stock beneficially owned by BA
Capital and BACI represent 19.7% of the Company's outstanding shares of Class
A Common Stock, Class B Common Stock and Class C Common Stock considered in
the aggregate and 18.1% of the voting power (or, if the Class C Common Stock
is entitled to one vote per share, 19.7% of the voting power).
(ii) All information herein relating to the currently outstanding
number of shares of the Company's Class A Common Stock, Class B Common Stock
and Class C Common Stock is derived from the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended September 30, 2005. Accordingly, the
Reporting Persons have assumed for purposes of this Amendment No. 5 that
there are 51,777,839 shares of Class A Common Stock outstanding, 11,630,759
shares of Class B Common Stock outstanding and 644,871 shares of Class C
Common Stock outstanding, or a total of 64,053,469 shares of all classes of
Common Stock outstanding.
(b) BA Capital has sole voting and dispositive power with respect to
3,027,746 shares of Class A Common Stock, which consists of 840,250 shares of
Class A Common Stock, 1,979,996 shares of Class B Common Stock and currently
exercisable options to purchase 207,500 shares of Class A Common Stock. BACI
has sole voting and dispositive power with respect to 9,650,763 shares of
Class A Common Stock, which consists of 9,650,763 shares of the Company's
Class B Common Stock.
BA SBIC Management is the general partner of BA Capital. As a result of
the limited partnership agreement of BA Capital, BA SBIC Management is deemed
to have shared voting and dispositive power with respect to the securities of
the Company owned by BA Capital.
BA Equity Management is the sole member of BA SBIC Management. As a
result of the operating agreement for BA SBIC Management, BA Equity
Management is deemed to have shared voting and dispositive power with respect
to the securities of the Company owned by BA Capital.
BA Equity Management GP is the general partner of BA Equity
Management. As a result of the limited partnership agreement for BA Equity
Management, BA Equity Management GP is deemed to have shared voting and
dispositive power with respect to the securities of the Company owned by BA
Capital.
Capital Management SBIC is the general partner of BACI. As a result of
the limited partnership agreement of BACI, Capital Management SBIC is deemed
to have shared voting and dispositive power with respect to the securities of
the Company owned by BACI.
BA Capital Management is the sole member of Capital Management SBIC.
As a result of the operating agreement for Capital Management SBIC, BA
Capital Management is deemed to have shared voting and dispositive power with
respect to the securities of the Company owned by BACI.
BACM is the general partner of BA Capital Management. As a result of
the limited partnership agreement for BA Capital Management, BACM is deemed
to have shared voting and dispositive power with respect to the securities of
the Company owned by BACI.
Mr. Hain is the managing member of both BA Equity Management GP and
BACM and as a result is deemed to have shared voting and dispositive power
with respect to the securities of the Company owned by BA Capital and BACI.
Mr. Hain disclaims such beneficial ownership.
If Mr. Hain's employment with Bank of America or its subsidiaries is
terminated, Mr. Hain will cease to be the managing member of BA Equity
Management GP and BACM. As the holder of a majority in interest in BA Equity
Management GP and BACM, Bank of America has the right to approve any
replacement managing member of BA Equity Management GP or BACM. Bank of
America does not have any rights with respect to voting or disposition of the
securities of the Company owned by BA Capital or BACI.
(c) None of the Reporting Persons and, to the knowledge of the
Reporting Persons, no executive officer of director of any Reporting Person
has had any transactions in the Class A Common Stock during the past 60 days.
(d) Except as set forth herein, no person has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the
sale of, any shares of the Company's Class A Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
In connection with the Aurora Acquisition, the parties entered into the
agreements described below. The following is a summary of certain of their
material terms and conditions. This summary is qualified in its entirety by
reference to the copies of these agreements, which are exhibits to this
Schedule 13D and incorporated herein by reference.
Registration Rights Agreement
The Company and the equity holders of Aurora (the "Aurora Sellers")
have also entered into a registration rights agreement (the "Registration
Rights Agreement") in which the Company granted specified registration rights
to the Aurora Sellers with respect to the shares of Class A Common Stock
(including shares of Class A Common Stock issuable upon conversion of the
shares of Class B Common Stock or upon exercise of the warrants) that were
issued to them in connection with the Aurora Acquisition. Pursuant to the
Registration Rights Agreement, the Company has filed a Registration Statement
on Form S-3 (Registration No. 333-83980) with the Commission that covers the
resale by the Aurora Sellers, on a continuous basis, of the shares of Class A
Common Stock (including shares of Class A Common Stock issuable upon
conversion of the shares of Class B Common Stock or upon exercise of the
warrants) issued to them as consideration in the Aurora Acquisition. Such
registration statement was declared effective by the Commission on March 27,
2002. The Company must use its commercially reasonable best efforts to cause
this registration statement to remain effective until the earlier to occur of
the date on which all of such shares have been sold or March 28, 2005.
In addition, the Registration Rights Agreement grants to BACI certain
demand registration rights. Beginning May 18, 2004, BACI can require from
time to time, without limit as to the number of times, that the Company
register for resale any shares of Class A Common Stock that BACI receives in
connection with the Aurora Acquisition that it is then still holding. The
Registration Rights Agreement also grants piggyback registration rights to
other Aurora Sellers, allowing them to have any shares of Class A Common
Stock that they received in connection with the Aurora Acquisition included
in any future public offering of Common Stock. Both the demand and piggyback
registration rights expire once the shares of Class A Common Stock issued or
issuable in the Aurora Acquisition have all been sold or otherwise disposed
of by the Aurora Sellers or their permitted transferees.
Shareholders Agreement
BACI has entered into a shareholders agreement with the Company
limiting its rights as a holder of Class B Common Stock with respect to the
shares of Class B Common Stock issued to it as consideration in the Aurora
Acquisition (the "BACI Class B Shares"). The shareholders agreement provides
that (a) BACI will not convert the BACI Class B Shares into shares of Class C
Common Stock, as would otherwise be permitted under the Company's articles of
incorporation, (b) BACI will vote the BACI Class B Shares with the majority
of the other holders of Class B Common Stock in those matters in which the
holders of Class B Common Stock are entitled to vote under Company's articles
of incorporation and (c) in the event that BACI, or its affiliates, converts
shares of Class B Common Stock into Class A Common Stock, and subsequently
determines that it is restricted from holding shares of Class A Common Stock
because of regulatory concerns, the Company will exchange those shares of
Class A Common Stock for an equal number of shares of Class B Common Stock.
The shareholders agreement will terminate upon transfer of all of the BACI
Class B Shares to an unaffiliated third party or March 28, 2022.
Other Agreements and Arrangements
The Reporting Persons are also parties to a Voting Agreement dated June
30, 1998, and a Registration Rights Agreement dated June 30, 1998, and
subject to the Company's amended and restated articles of incorporation, all
of which are described in the Original Schedule 13D.
Item 7. Material to be Filed as Exhibits.
Exhibit Name
99.1 Joint Filing Agreement dated February 3, 2006, Filed herewith
by and among BA Capital, BA SBIC Management, BA
Equity Management, BA Equity Management GP, Mr.
Hain, BACI, Capital Management SBIC, BA Capital
Management and BACM.
99.2 Amended and Restated Registration Rights Incorporated
Agreement dated as of January 23, 2002, by and by reference
among the Company, Aurora and the parties to Exhibit
listed therein. 99.3 to
Amendment No.
2 to Schedule
13D filed
February 4,
2002
99.3 Shareholders Agreement dated as of March 28, Incorporated
2002, by and between the Company and BACI by reference
to Exhibit
99.5 to
Amendment No.
3 filed April
3, 2002
99.4 Voting Agreement dated June 30, 1998, by and Incorporated
among NBCC, the Company, Quaestus Management by reference
Corporation, DBBC of Georgia, LLC, CML to Exhibit A
Holdings, LLC, Richard Weening and Lewis W. to Schedule
Dickey, Jr. 13D filed July
7, 1998
99.5 Registration Rights Agreement dated June 30, Incorporated
1998, by and among the Company, NBCC, Heller by reference
Equity Capital Corporation, The State of to Exhibit B
Wisconsin Investment Board and The Northwestern to Schedule
Mutual Life Insurance Company 13D filed July
7, 1998
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
BA CAPITAL COMPANY, L.P.
By: BA SBIC Management, LLC, its general partner
By: BA Equity Management, L.P., its sole
member
By: BA Equity Management GP, LLC, its
general partner
By: /s/ J. Travis Hain
Name: J. Travis Hain
Title: Managing Member
BA SBIC MANAGEMENT, LLC
By: BA Equity Management, L.P., its sole member
By: BA Equity Management GP, LLC, its general
partner
By: /s/ J. Travis Hain
Name: J. Travis Hain
Title: Managing Member
BA EQUITY MANAGEMENT, L.P.
By: BA Equity Management GP, LLC, its general
partner
By: /s/ J. Travis Hain
Name: J. Travis Hain
Title: Managing Member
BA EQUITY MANAGEMENT GP, LLC
By: /s/ J. Travis Hain
Name: J. Travis Hain
Title: Managing Member
/s/ J. Travis Hain
J. Travis Hain
BANC OF AMERICA CAPITAL INVESTORS SBIC, L.P.
By: Banc of America Capital Management SBIC, LLC, its
general partner
By: Banc of America Capital Management, L.P.,
its sole member
By: BACM I GP, LLC, its general partner
By: /s/ J. Travis Hain
Name: J. Travis Hain
Title: Managing Member
BANC OF AMERICA CAPITAL MANAGEMENT SBIC, LLC
By: Banc of America Capital Management, L.P., its
sole member
By: BACM I GP, LLC, its general partner
By: /s/ J. Travis Hain
Name: J. Travis Hain
Title: Managing Member
BANC OF AMERICA CAPITAL MANAGEMENT, L.P.
By: BACM I GP, LLC, its general partner
By: /s/ J. Travis Hain
Name: J. Travis Hain
Title: Managing Member
BACM I GP, LLC
By: /s/ J. Travis Hain
Name: J. Travis Hain
Title: Managing Member
Annex A
BA CAPITAL COMPANY, L.P.
Executive Officers
J. Travis Hain Senior Vice President and Managing Director
Ann Hayes Browning Senior Vice President and Managing Director
George E. Morgan, III Senior Vice President and Managing Director
Walker L. Poole Senior Vice President and Managing Director
Robert H. Sheridan, III Senior Vice President and Managing Director
Address
Each of such executive officers can be reached c/o: Banc of America Capital
Investors, 100 North Tryon Street, Floor 25, Bank of America Corporate
Center, Charlotte, NC 28255.
BA SBIC MANAGEMENT, LLC
Executive Officers
J. Travis Hain Senior Vice President and Managing Director
Ann Hayes Browning Senior Vice President and Managing Director
George E. Morgan, III Senior Vice President and Managing Director
Walker L. Poole Senior Vice President and Managing Director
Robert H. Sheridan, III Senior Vice President and Managing Director
Address
Each of such executive officers can be reached c/o: Banc of America Capital
Investors, 100 North Tryon Street, Floor 25, Bank of America Corporate
Center, Charlotte, NC 28255.
BA EQUITY MANAGEMENT, L.P.
Executive Officers
J. Travis Hain Senior Vice President and Managing Director
Ann Hayes Browning Senior Vice President and Managing Director
George E. Morgan, III Senior Vice President and Managing Director
Walker L. Poole Senior Vice President and Managing Director
Robert H. Sheridan, III Senior Vice President and Managing Director
Address
Each of such executive officers can be reached c/o: Banc of America Capital
Investors, 100 North Tryon Street, Floor 25, Bank of America Corporate
Center, Charlotte, NC 28255.
BA EQUITY MANAGEMENT GP, LLC
Executive Officers
J. Travis Hain Senior Vice President and Managing Director
Ann Hayes Browning Senior Vice President and Managing Director
George E. Morgan, III Senior Vice President and Managing Director
Walker L. Poole Senior Vice President and Managing Director
Robert H. Sheridan, III Senior Vice President and Managing Director
Address
Each of such executive officers can be reached c/o: Banc of America Capital
Investors, 100 North Tryon Street, Floor 25, Bank of America Corporate
Center, Charlotte, NC 28255.
BANC OF AMERICA CAPITAL INVESTORS SBIC, L.P.
Executive Officers
J. Travis Hain Senior Vice President and Managing Director
Ann Hayes Browning Senior Vice President and Managing Director
George E. Morgan, III Senior Vice President and Managing Director
Walker L. Poole Senior Vice President and Managing Director
Robert H. Sheridan, III Senior Vice President and Managing Director
Address
Each of such executive officers can be reached c/o: Banc of America Capital
Investors, 100 North Tryon Street, Floor 25, Bank of America Corporate
Center, Charlotte, NC 28255.
BANC OF AMERICA CAPITAL MANAGEMENT SBIC, LLC
Executive Officers
J. Travis Hain Senior Vice President and Managing Director
Ann Hayes Browning Senior Vice President and Managing Director
George E. Morgan, III Senior Vice President and Managing Director
Walker L. Poole Senior Vice President and Managing Director
Robert H. Sheridan, III Senior Vice President and Managing Director
Address
Each of such executive officers can be reached c/o: Banc of America Capital
Investors, 100 North Tryon Street, Floor 25, Bank of America Corporate
Center, Charlotte, NC 28255.
BANC OF AMERICA CAPITAL MANAGEMENT, L.P.
Executive Officers
J. Travis Hain Senior Vice President and Managing Director
Ann Hayes Browning Senior Vice President and Managing Director
George E. Morgan, III Senior Vice President and Managing Director
Walker L. Poole Senior Vice President and Managing Director
Robert H. Sheridan, III Senior Vice President and Managing Director
Address
Each of such executive officers can be reached c/o: Banc of America Capital
Investors, 100 North Tryon Street, Floor 25, Bank of America Corporate
Center, Charlotte, NC 28255.
BACM I, GP, LLC
Executive Officers
J. Travis Hain Senior Vice President and Managing Director
Ann Hayes Browning Senior Vice President and Managing Director
George E. Morgan, III Senior Vice President and Managing Director
Walker L. Poole Senior Vice President and Managing Director
Robert H. Sheridan, III Senior Vice President and Managing Director
Address
Each of such executive officers can be reached c/o: Banc of America Capital
Investors, 100 North Tryon Street, Floor 25, Bank of America Corporate
Center, Charlotte, NC 28255.
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities
and Exchange Act of 1934, as amended, the undersigned hereby agree to the
joint filing with each other on behalf of each of them of Amendment No. 5 to
such a statement on Schedule 13D with respect to the Class A Common Stock,
par value $.01 per share, of Cumulus Media Inc. beneficially owned by each of
them. This Joint Filing Agreement shall be included as an exhibit to
Amendment No. 5 to such Schedule 13D.
IN WITNESS WHEREOF, the undersigned have executed this Joint Filing
Agreement as of the 3rd day of February, 2006.
BA CAPITAL COMPANY, L.P.
By: BA SBIC Management, LLC, its general partner
By: BA Equity Management, L.P., its sole
member
By: BA Equity Management GP, LLC, its
general partner
By: /s/ J. Travis Hain
Name: J. Travis Hain
Title: Managing Member
BA SBIC MANAGEMENT, LLC
By: BA Equity Management, L.P., its sole member
By: BA Equity Management GP, LLC, its general
partner
By: /s/ J. Travis Hain
Name: J. Travis Hain
Title: Managing Member
BA EQUITY MANAGEMENT, L.P.
By: BA Equity Management GP, LLC, its general
partner
By: /s/ J. Travis Hain
Name: J. Travis Hain
Title: Managing Member
BA EQUITY MANAGEMENT GP, LLC
By: /s/ J. Travis Hain
Name: J. Travis Hain
Title: Managing Member
/s/ J. Travis Hain
J. Travis Hain
BANC OF AMERICA CAPITAL INVESTORS SBIC, L.P.
By: Banc of America Capital Management SBIC, LLC, its
general partner
By: Banc of America Capital Management, L.P.,
its sole member
By: BACM I GP, LLC, its general partner
By: /s/ J. Travis Hain
Name: J. Travis Hain
Title: Managing Member
BANC OF AMERICA CAPITAL MANAGEMENT SBIC, LLC
By: Banc of America Capital Management, L.P., its
sole member
By: BACM I GP, LLC, its general partner
By: /s/ J. Travis Hain
Name: J. Travis Hain
Title: Managing Member
BANC OF AMERICA CAPITAL MANAGEMENT, L.P.
By: BACM I GP, LLC, its general partner
By: /s/ J. Travis Hain
Name: J. Travis Hain
Title: Managing Member
BACM I GP, LLC
By: /s/ J. Travis Hain
Name: J. Travis Hain
Title: Managing Member