UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
Continued Discussions with Creditors
Audacy, Inc. (the “Company” or “Audacy”) continues to engage in discussions with its creditors with respect to a number of potential alternatives regarding a restructuring of the Company’s outstanding indebtedness.
| Item 1.01 | Entry into a Material Definitive Agreement. |
2029 Notes First Supplemental Indenture
On October 27, 2023, Audacy Capital Corp. (formerly known as Entercom Media Corp., the “Issuer”), a wholly owned subsidiary of the Company, the guarantors named therein (the “Subsidiary Guarantors”), and Deutsche Bank Trust Company Americas, as trustee and as notes collateral agent entered into a first supplemental indenture (the “First Supplemental Indenture”) to an existing indenture, dated as of March 25, 2021 (the “Base Indenture” and, together with the First Supplemental Indenture, the “2029 Notes Indenture”) governing the terms of the Issuer’s 6.750% senior secured second-lien notes due March 31, 2029 (the “2029 Notes”).
The First Supplemental Indenture extends the grace period before which a default in payment of interest on the 2029 Notes matures into an Event of Default, from 30 days to 60 days. However, such extension will terminate on the earlier of the date on which (a) a failure to pay interest under a Credit Facility (as defined in the Base Indenture) when due constitutes an event of default permitting all unpaid principal, interest accrued and unpaid thereon and other amounts owed or payable under such Credit Facility to be immediately due and payable or (b) the Issuer makes the payment of interest under the Credit Agreement (as defined in the Base Indenture) originally due on October 31, 2023 (either on such original due date or during or after any applicable grace period). Accordingly, the grace period for the interest payment under the 2029 Notes Indenture in the amount of approximately $18 million that was due on September 30, 2023, which, as previously disclosed, the Issuer elected to utilize, now ends on November 29, 2023, unless terminated earlier as described above.
The foregoing summary of the First Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the complete terms of the First Supplemental Indenture, a copy of which is filed with this Current Report on Form 8-K as Exhibit 4.1 and is incorporated herein by reference.
| Item 8.01 | Other Events. |
2027 Notes Grace Period
The Issuer intends to utilize the 30-day grace period under the existing indenture governing its 6.500% senior secured second-lien notes due May 1, 2027 for the interest payment in the amount of approximately $15 million that is due on Wednesday, November 1, 2023.
Credit Agreement Grace Period
The Issuer intends to utilize the 3-business day grace period under the credit agreement, dated as of October 17, 2016 (as amended, restated, supplemented and/or otherwise modified from time to time), among the Issuer, the guarantors named therein, the lenders named therein and JPMorgan Chase Bank, N.A., as administrative agent for the lenders and collateral agent for the secured parties thereunder, for interest payments in the aggregate amount of approximately $17 million that are due on Tuesday, October 31, 2023.
The information set forth in the Explanatory Note and Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based upon current expectations and involve certain risks and uncertainties, including statements about the restructuring of the Company, anticipated future financial or operational results, and the Company’s financial position. Additional information and key risks applicable to these statements are described in the Company’s reports on Forms 8-K, 10-Q and 10-K and other filings the Company makes with the SEC. All of the forward-looking statements in this Current Report on Form 8-K are qualified by these cautionary statements, and actual results or developments may differ materially from those in these forward-looking statements. The Company assumes no obligation to publicly update or revise any forward-looking statements.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are provided as part of this Current Report on Form 8-K:
| Exhibit No. |
Title | |
| 4.1 | First Supplemental Indenture, dated as of October 27, 2023, by and among Audacy Capital Corp. (formerly Entercom Media Corp.), the guarantors named therein, and Deutsche Bank Trust Company Americas. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
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.
| Audacy, Inc. | ||
| By: | /s/ Andrew P. Sutor, IV | |
| Andrew P. Sutor, IV | ||
| Executive Vice President | ||
Dated: October 30, 2023
Exhibit 4.1
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 27, 2023, 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 March 25, 2021 (the “Indenture”), relating to the issuance of the Issuer’s 6.750% Senior Secured Second-Lien Notes due 2029 (the “Notes”);
WHEREAS, pursuant to and on the date of the Indenture, the Issuer initially issued $540,000,000 aggregate principal amount of the Notes;
WHEREAS, clause (2) of Section 6.01(a) of the Indenture provides that an “Event of Default” means a default for 30 days or more in the payment when due of Interest on or with respect to the Notes;
WHEREAS, the Issuer and the Subsidiary Guarantors desire to enter into this Supplemental Indenture to amend the definition of an Event of Default under clause (2) of Section 6.01(a) of the Indenture as indicated below;
WHEREAS, the Indenture provides that, among other things, the Issuer, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding pursuant to Section 9.02 thereof;
WHEREAS, the Issuer has received the consent of the Holders of at least a majority in principal amount of the Notes outstanding to amend clause (2) of Section 6.01(a) of the Indenture as indicated below; and
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) Amendment to Section 6.01. With respect to the Notes, clause (2) in the definition of “Event of Default” in Section 6.01(a) of the Indenture is hereby deleted and amended and restated in its entirety to read as follows:
“(2) default in the payment when due of interest on or with respect to the Notes:
| (i) | for 60 days; or |
| (ii) | that is continuing on such date as: |
| (A) | a failure to pay interest under a Credit Facility when due constitutes an event of default permitting all unpaid principal, interest accrued and unpaid thereon and other amounts owed or payable under such Credit Facility to be immediately due and payable; or |
| (B) | the Issuer makes the payment of interest under the Credit Agreement originally due on October 31, 2023 (including during or after any applicable grace period); |
which, in the case of (A) or (B) above, the Issuer shall notify to the Trustee in writing promptly and in any event within one (1) calendar day;
whichever is earliest;”
(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 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. This Supplemental Indenture may be signed by electronic signature. 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.
[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/ Rodney Gaughan | |||
| Name: | Rodney Gaughan | |||
| Title: | Vice President | |||
| By: | /s/ Brendan Meyer | |||
| Name: | Brendan Meyer | |||
| Title: | Director | |||
[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 Entercom 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 |
Document and Entity Information |
Oct. 27, 2023 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001067837 |
| Document Type | 8-K |
| Document Period End Date | Oct. 27, 2023 |
| 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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