UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement
Indenture for 6.500% Senior Secured Second-Lien Notes due 2027
On October 20, 2021, Audacy Capital Corp. (formerly known as Entercom Media Corp., the “Issuer”), a wholly owned subsidiary of Audacy, Inc. (formerly known as Entercom Communications Corp., the “Company”), completed the issuance and sale of $45,000,000 aggregate principal amount of additional 6.500% Senior Secured Second-Lien Notes due 2027 (the “Additional Notes”). The Additional Notes were issued as additional notes under an existing indenture, dated as of April 30, 2019 (the “Base Indenture”), as supplemented by a first supplemental indenture, dated as of December 13, 2019 (the “First Supplemental Indenture”), and as further supplemented by a second supplemental indenture, dated as of the date hereof (the “Second Supplemental Indenture” and, together with the Base Indenture and the First Supplemental Indenture, the “Indenture”), among the Issuer, the guarantors named therein (the “Guarantors”) and Deutsche Bank Trust Company Americas, as trustee and as notes collateral agent (the “Trustee”). The Additional Notes are treated as a single series with the (i) $325,000,000 aggregate principal amount of 6.500% Senior Secured Second-Lien Notes due 2027 issued on April 30, 2019 under the Base Indenture (the “Initial Notes”) and (ii) $100,000,000 aggregate principal amount of 6.500% Senior Secured Second-Lien Notes due 2027 issued on December 13, 2019 under the First Supplemental Indenture (the “First Supplemental Notes” and, together with the Initial Notes and the Additional Notes, the “Notes”) and have substantially the same terms as the Initial Notes. The Additional Notes were issued at a price of 100.750% of their principal amount, plus accrued interest from May 1, 2021.
The Additional Notes were issued in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to persons outside of the United States pursuant to Regulation S under the Securities Act. The Additional Notes are secured on a second-priority basis by liens on substantially all of the assets of the Issuer and the Guarantors and are fully and unconditionally guaranteed, jointly and severally, on a senior secured second-priority basis by each of the Guarantors. The Guarantors consist of each of the Issuer’s direct and indirect subsidiaries that guarantees the Issuer’s Credit Agreement, dated as of October 17, 2016, among the Issuer, as borrower, the guarantors named therein, the lenders named therein, and JPMorgan Chase Bank, N.A., as administrative agent, which governs the Issuer’s revolving credit facility (as amended, the “Revolver”) and senior secured term loan facility (as amended, the “Term Loan” and, together with the Revolver, the “Senior Credit Facilities”).
The Additional Notes and the related guarantees have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
The Additional Notes bear interest at a rate of 6.500% per year. Interest on the Notes is payable semiannually in arrears on May 1 and November 1 of each year, beginning on November 1, 2021. The Additional Notes will mature on May 1, 2027, subject to earlier repurchase or redemption in accordance with the terms of the Indenture.
The foregoing summary of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the Notes, copies of which are filed with this Current Report on Form 8-K as Exhibits 4.1, 4.2, 4.3 and 4.4, respectively, and are incorporated herein by reference.
The initial purchaser of the Additional Notes and/or its affiliates are lenders and/or agents under the Senior Credit Facilities. Upon any application of the net proceeds from this offering to partially repay the Term Loan, each lender will receive its proportionate share of the amount being repaid. As a result, such initial purchaser and/or its affiliates will receive a portion of the net proceeds of this offering.
Item 2.03. Creation of a Direct Financial Obligation
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 8.01. Other Events
On October 20, 2021, the Company issued a press release announcing the completion of the offering of the Additional Notes. A copy of this press release is filed with this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated October 20, 2021 | AUDACY, INC. | |||||
| By: | /s/ Andrew P. Sutor, IV | |||||
| Andrew P. Sutor, IV | ||||||
| Executive Vice President | ||||||
Exhibit 4.3
Execution Version
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 20, 2021, by and among Audacy Capital Corp. (f/k/a Entercom Media Corp.), a Delaware corporation (the “Issuer”), the guarantors party hereto (the “Subsidiary Guarantors”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (in such capacity, the “Trustee”) and as notes collateral agent (in such capacity, the “Notes Collateral Agent”).
W I T N E S S E T H
WHEREAS, the Issuer, the Subsidiary Guarantors, the Trustee and the Notes Collateral Agent have heretofore executed and delivered an indenture, dated as of April 30, 2019 (as supplemented by the First Supplemental Indenture, dated as of December 13, 2019, the “Indenture”), relating to the issuance of the Issuer’s 6.500% Senior Secured Second-Lien Notes due 2027;
WHEREAS, pursuant to and on the date of the Indenture, the Issuer initially issued $325,000,000 aggregate principal amount of its 6.500% Senior Secured Second-Lien Notes due 2027 (the “Initial Notes”);
WHEREAS, Section 2.01(d) of the Indenture provides that Additional Notes ranking pari passu with the Initial Notes may be issued from time to time by the Issuer (subject to compliance by the Issuer with Sections 4.10 and 4.13 of the Indenture) without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and, except as set forth therein, shall have the same terms as to status, redemption or otherwise as the Initial Notes;
WHEREAS, the Issuer and the Subsidiary Guarantors desire to execute and deliver this Supplemental Indenture for the purpose of issuing an additional $45,000,000 aggregate principal amount of the Issuer’s 6.500% Senior Secured Second-Lien Notes due 2027 (the “Additional 2027 Notes” and, together with the Initial Notes, the “Notes”), having the same terms as the Initial Notes, except as set forth herein; and
WHEREAS, Section 9.01(13) of the Indenture provides that, among other things, the Issuer, the Subsidiary Guarantors and the Trustee may supplement the Indenture without the consent of any Holder to provide for the issuance of Additional Notes in accordance with the terms of the Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
(2) Additional Notes. As of the date hereof, the Issuer will issue, and the Trustee is directed to authenticate and deliver, the Additional 2027 Notes, which constitute Additional Notes under the Indenture, having the same terms as the Initial Notes (other than as set forth in this paragraph), at an issue price of 100.750%, plus accrued and unpaid interest from May 1, 2021. The interest on the Additional 2027 Notes shall accrue from May 1, 2021. The Initial Notes and the Additional 2027 Notes shall be treated as a single class for all purposes under the Indenture. The Additional 2027 Notes shall be substantially in the form of Exhibit A to the Indenture. Each of the Subsidiary Guarantors hereby reaffirms its Guarantee, in each case, as set forth in Article 10 of the Indenture, with respect to the Additional 2027 Notes.
(3) Necessary Actions. Each of the Issuer and the Subsidiary Guarantors hereby represents and warrants that all actions necessary to give effect to this Supplemental Indenture have been taken.
(4) Governing Law. THIS SUPPLEMENTAL INDENTURE, THE ADDITIONAL NOTES AND THE GUARANTEES OF THE ADDITIONAL NOTES WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
(5) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmissions shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes.
(6) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
(7) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or with respect to (i) the validity or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Company by action or otherwise, (iii) the due execution hereof by the Company or (iv) the consequences of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters.
(8) Continued Effect. Except as expressly supplemented and amended by this Supplemental Indenture, the Indenture shall continue in full force and effect in accordance with the provisions thereof, and the Indenture (as supplemented and amended by this Supplemental Indenture) is in all respects hereby ratified and confirmed. This Supplemental Indenture and all the terms and conditions of this Supplemental Indenture, with respect to the Additional 2027 Notes, shall be and is deemed to be part of the terms and conditions of the Indenture for any and all purposes.
[The remainder of this page is intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
| AUDACY CAPITAL CORP. | ||
| (F/K/A ENTERCOM MEDIA CORP.) | ||
| By: | /s/ Andrew P. Sutor, IV | |
| Name: Andrew P. Sutor, IV | ||
| Title: Executive Vice President | ||
| ON BEHALF OF EACH OF THE SUBSIDIARY GUARANTORS LISTED ON SCHEDULE I HERETO | ||
| By: | /s/ Andrew P. Sutor, IV | |
| Name: Andrew P. Sutor, IV | ||
| Title: Executive Vice President | ||
[Signature Page to the Supplemental Indenture]
| DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee and Notes Collateral Agent | ||
| By: | /s/ Kathryn Fischer | |
| Name: | Kathryn Fischer | |
| Title: | Vice President | |
| By: | /s/ Chris Niesz | |
| Name: | Chris Niesz | |
| Title: | Vice President | |
[Signature Page to the Supplemental Indenture]
SCHEDULE I
| Subsidiary Guarantor |
| Audacy Miami, LLC (f/k/a Entercom Miami, LLC) |
| Audacy Corp. (f/k/a Entercom, Inc.) |
| Audacy Operations, Inc. (f/k/a Entercom Operations, Inc.) |
| Audacy Illinois, LLC (f/k/a Audacy Illinois, LLC) |
| Audacy Maryland, LLC (f/k/a Entercom Maryland, LLC) |
| Audacy Massachusetts, LLC (f/k/a Entercom Massachusetts, LLC) |
| Audacy Michigan, LLC (f/k/a Entercom Michigan, LLC) |
| Audacy Washington DC, LLC (f/k/a Entercom Washington DC, LLC) |
| Audacy Radio Tower, LLC (f/k/a Entercom Radio Tower, LLC) |
| Audacy Sports Radio, LLC (f/k/a Entercom Sports Radio, LLC) |
| Eventful, LLC |
| Audacy Georgia, LLC (f/k/a Entercom Georgia, LLC) |
| Audacy California, LLC (f/k/a Entercom California, LLC) |
| Audacy Colorado, LLC (f/k/a Entercom Colorado, LLC) |
| Audacy Florida, LLC (f/k/a Entercom Florida, LLC) |
| Audacy South Carolina, LLC (f/k/a Entercom South Carolina, LLC) |
| Audacy Indiana, LLC (f/k/a Entercom Indiana, LLC) |
| Audacy Kansas, LLC (f/k/a Entercom Kansas, LLC) |
| Audacy Missouri, LLC (f/k/a Entercom Missouri, LLC) |
| Audacy Louisiana, LLC (f/k/a Entercom Louisiana, LLC) |
| Audacy New York, LLC (f/k/a Entercom New York, LLC) |
| Audacy North Carolina, LLC (f/k/a Entercom North Carolina, LLC) |
| Audacy Pennsylvania, LLC (f/k/a Entercom Pennsylvania, LLC) |
| Audacy Oregon, LLC (f/k/a Entercom Oregon, LLC) |
| Audacy Rhode Island, LLC (f/k/a Entercom Rhode Island, LLC) |
| Audacy Washington, LLC (f/k/a Entercom Washington, LLC) |
| Audacy Tennessee, LLC (f/k/a Entercom Tennessee, LLC) |
| Audacy Texas, LLC (f/k/a Entercom Texas, LLC) |
| Audacy Virginia, LLC (f/k/a Entercom Virginia, LLC) |
| Audacy Wisconsin, LLC (f/k/a Entercom Wisconsin, LLC) |
| Audacy License, LLC (f/k/a Entercom License, LLC) |
| Audacy Properties, LLC (f/k/a Entercom Properties, LLC) |
| Audacy Arizona, LLC (f/k/a Entercom Arizona, LLC) |
| Audacy Connecticut, LLC (f/k/a Entercom Connecticut, LLC) |
| Audacy Minnesota, LLC (f/k/a Entercom Minnesota, LLC) |
| Audacy Nevada, LLC (f/k/a Entercom Nevada, LLC) |
| Audacy Ohio, LLC (f/k/a Entercom Ohio, LLC) |
| Infinity Broadcasting LLC |
| Pineapple Street Media LLC |
| QL Gaming Group, LLC |
| Podcorn Media, LLC |
Exhibit 99.1
Audacy Announces Closing of $45 Million Add-On Offering of 6.500% Senior Secured Second-Lien Notes Due 2027
PHILADELPHIA, PA – October 20, 2021 – Audacy, Inc. (NYSE: AUD) (“Audacy” or the “Company”) announced today that Audacy Capital Corp. (f/k/a Entercom Media Corp.) (the “Issuer”), its wholly owned subsidiary, has completed its previously announced offering of $45 million in aggregate principal amount of the Issuer’s 6.500% senior secured second-lien notes due 2027 (the “Additional Notes”). The Additional Notes were issued at a premium of 100.750% of their principal amount, plus accrued interest from May 1, 2021.
The Additional Notes are additional notes under an existing indenture, dated April 30, 2019, pursuant to which the Issuer previously issued $425 million in aggregate principal amount of its 6.500% senior secured second-lien notes due 2027 (the “Existing Notes”, together with the Additional Notes, the “Notes”). The Additional Notes have identical terms (other than issue date and offering price) as the Existing Notes.
The Additional Notes are fully and unconditionally guaranteed on a senior secured second-lien basis by each direct and indirect subsidiary of the Issuer that guarantees the Issuer’s senior secured credit facility. The Notes and the related guarantees are secured on a second-priority basis by liens on substantially all of the assets of the Issuer and the guarantors.
The Additional Notes were offered in a private offering exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Additional Notes were offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and to certain persons outside the United States in reliance on Regulation S under the Securities Act.
The Notes have not been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration.
This press release is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Audacy
Audacy, Inc. (NYSE: AUD) is a scaled, multi-platform audio content and entertainment company with the country’s best radio broadcasting group, a leader in virtually every segment of audio, and America’s #1 creator of original, premium audio. Audacy engages over 170 million consumers each month, bringing people together around the news, sports, podcasts and music that matter to them. Learn more at www.audacyinc.com, Facebook (Audacy Corp) and Twitter (@AudacyCorp).
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the U.S. federal securities laws. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. For a discussion of some of the risks and important factors that could affect such forward-looking statements, see the section entitled “Risk Factors” in Audacy’s Annual Report on Form 10-K for the year ended December 31, 2020 and on Audacy’s Forms S-4, 8-K and 10-Q filed with the U.S. Securities and Exchange Commission. Forward-looking statements are presented for illustrative purposes only and reflect our current expectations concerning future results and events. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, without limitation, any
projections of earnings, revenues or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing.
You can identify forward-looking statements by our use of words such as “anticipates,” “believes,” “continues,” “expects,” “intends,” “likely,” “may,” “opportunity,” “plans,” “potential,” “project,” “will,” “could,” “would,” “should,” “seeks,” “estimates,” “predicts” and similar expressions which identify forward-looking statements, whether in the negative or the affirmative. We cannot guarantee that we actually will achieve these plans, intentions or expectations. These forward-looking statements are subject to risks, uncertainties and other factors, some of which are beyond our control, which could cause actual results to differ materially from those forecasted or anticipated in such forward-looking statements. You should not place undue reliance on these forward-looking statements, which reflect our view only as of the date of this press release. We undertake no obligation to update these statements or publicly release the result of any revision(s) to these statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.
Document and Entity Information |
Oct. 20, 2021 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001067837 |
| Document Type | 8-K |
| Document Period End Date | Oct. 20, 2021 |
| Entity Registrant Name | AUDACY, INC. |
| Entity Incorporation State Country Code | PA |
| Entity File Number | 001-14461 |
| Entity Tax Identification Number | 23-1701044 |
| Entity Address, Address Line One | 2400 Market Street |
| Entity Address, Address Line Two | 4th Floor |
| Entity Address, City or Town | Philadelphia |
| Entity Address, State or Province | PA |
| Entity Address, Postal Zip Code | 19103 |
| City Area Code | (610) |
| Local Phone Number | 660-5610 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Class A Common Stock, par value $.01 per share |
| Trading Symbol | AUD |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |
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