DEBT

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

DEBT

DEBT

Debt was comprised of the following as of the periods indicated:

Debt	March 31, 2024		December 31, 2023
	(amounts in thousands)
Short-term borrowing:
DIP Facility(1)	$	32,000	$	—
Long-term debt, current: (2)
Old Credit Facility
Old Revolver, matures August 19, 2024	220,126		220,126
Old Term B-2 Loan, due November 17, 2024	632,415		632,415
Plus unamortized premium	—		836
	852,541		853,377
Old 2027 Notes
6.500% notes due May 1, 2027	460,000		460,000
Plus unamortized premium	—		2,477
	460,000		462,477
Old 2029 Notes
6.750% notes due March 31, 2029	540,000		540,000
Accounts receivable facility, as amended, matures January 9, 2026	75,000		75,000
Total debt before deferred financing costs	1,959,541		1,930,854
Deferred financing costs	—		(6,831)
Total debt, prior to reclassification to Liabilities subject to compromise	1,959,541		1,924,023
Less amounts reclassified to Liabilities subject to compromise	(1,852,541)		—
Less amount reclassified to Short-term borrowing	(32,000)		—
Total Long-term debt, net	$	75,000	$	1,924,023
Outstanding standby letters of credit	$	—	$	—

(1)The scheduled maturity of the DIP Facility will be the earlier of (i) 180-days following the entry of the order entered by the Bankruptcy Court on February 20, 2024 confirming the Plan (the "Confirmation Order") while regulatory approval is pending,

(ii) the effective date of the Plan, and (iii) the time determined by an acceleration as a result of an event of default. The Company exercised the 180-day extension option on February 23, 2024.

(2)As of December 31, 2023, the Company had $1.9 billion of consolidated debt. The filing of the Chapter 11 Cases on January 7, 2024 constituted an event of default with respect to the Company's existing debt obligations other than its old accounts receivable facility, which accounted for $75.0 million of the Company's consolidated debt. As a result of the filing of the Chapter 11 Cases, all of such debt of the Debtors (which excludes the accounts receivable facility) became immediately due and payable, but any efforts to enforce such payment obligations were automatically stayed as a result of the Chapter 11 Cases. These debt obligations and substantially all other prepetition obligations of the Debtors are subject to settlement under the Plan which was confirmed by the Bankruptcy Court on February 20, 2024.

(A) Prepetition Debt (Historical)

The filing of the Chapter 11 Cases constituted an event of default and the Prepetition Debt Instruments (other than the Old Receivables Facility (as defined below)), became immediately due and payable, but any efforts to enforce such payment obligations were automatically stayed as a result of the Chapter 11 Cases, and continues to be stayed. As such, during the three months ended March 31, 2024, the Company reclassified the balance of the Prepetition Debt Instruments (other than the Old Receivables Facility) to Liabilities Subject to Compromise on the balance sheet and wrote off the associated unamortized debt costs and unamortized debt premium to Reorganization items on the condensed consolidated statement of operations. Refer to Note 9, Liabilities Subject to Compromise and Note 10, Reorganization items, net for further information.

The Old Credit Facility

As of March 31, 2023, the Company's old credit facility, as amended (the "Old Credit Facility"), which was comprised of a $227.3 million revolver with an original stated maturity date of August 19, 2024 (the "Old Revolver"), and a $632.4 million term loan with a stated maturity date of November 17, 2024 (the "Old Term B-2 Loan").

As of March 31, 2024, the Company reclassified the balance of the Old Credit Facility to Liabilities Subject to Compromise on the balance sheet and wrote off the associated unamortized debt costs and unamortized debt premium to Reorganization items on the condensed consolidated statement of operations. Refer to Note 9, Liabilities Subject to Compromise and Note 10, Reorganization items, net for further information.

The Old 2027 Notes

In 2019 and 2021, the Company and its finance subsidiary, Audacy Capital Corp. ("Audacy Capital Corp.") issued $425.0 million and an additional $45.0 million, respectively, in aggregate principal amount of 6.500% senior secured second-lien notes due May 1, 2027 (the "Old 2027 Notes").

During 2022, the Company repurchased $10.0 million of the Old 2027 Notes through open market purchases. This repurchase activity generated a gain on retirement of the Old 2027 Notes in the amount of $0.6 million. As of any reporting period, the unamortized premium on the Old 2027 Notes is reflected on the balance sheet as an addition to the Old 2027 Notes.

Interest on the Old 2027 Notes accrued at the rate of 6.500% per annum and was payable semi-annually in arrears on May 1 and November 1 of each year.

As of March 31, 2024, the Company reclassified the balance of the Old 2027 Notes to Liabilities Subject to Compromise on the condensed consolidated balance sheet and wrote off the associated unamortized debt costs and unamortized debt premium to Reorganization items on the condensed consolidated statement of operations. Refer to Note 9, Liabilities Subject to Compromise and Note 10, Reorganization items, net for further information.

The Old 2029 Notes

In 2021, the Company and Audacy Capital Corp., issued $540.0 million in aggregate principal amount of senior secured second-lien notes due March 31, 2029 (the "Old 2029 Notes"). Interest on the Old 2029 Notes accrues at the rate of 6.750% per annum and was payable semi-annually in arrears on March 31 and September 30 of each year.

As of March 31, 2024, the Company reclassified the balance of the Old 2029 Notes to Liabilities Subject to Compromise on the condensed consolidated balance sheet and wrote off the associated unamortized debt costs to Reorganization items on the

condensed consolidated statement of operations. Refer to Note 9, Liabilities Subject to Compromise and Note 10, Reorganization items, net for further information.

Old Receivable Facility

On July 15, 2021, the Company and certain of its subsidiaries, including Audacy Receivables, LLC, a Delaware limited liability company and the Company's wholly-owned subsidiary ("Audacy Receivables") entered into the $75.0 million receivables facility (the "Old Receivables Facility") to provide additional liquidity, to reduce the Company's cost of funds and to repay outstanding indebtedness under the Old Credit Facility. Audacy Receivables is considered a special purpose vehicle ("SPV") as it is an entity that has a special, limited purpose and it was created to sell accounts receivable, together with customary related security and interests in the proceeds thereof, to the investors in exchange for cash investments.

The Old Receivables Facility was set to expire on July 15, 2024. The pledged receivables and the corresponding debt are included in Accounts receivable, net and Long-term debt, net of current, respectively, on the Company's condensed consolidated balance sheet.

On January 9, 2024, the Company amended its Old Receivables Facility (as described below in the section entitled —New Receivables Facility).

(B) Postpetition Debt (Pendency of Chapter 11 Cases)

Debtors-in-Possession Facility

On January 9, 2024, Audacy Capital Corp. and certain of its subsidiaries entered into a debtor-in-possession facility (the “DIP Facility”) pursuant to a Senior Secured Superpriority Debtor-in-Possession Credit Agreement (the “DIP Credit Agreement”) with Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent, and the lenders party thereto (collectively, the “TL DIP Lenders”). The entry into the DIP Credit Agreement was approved by an order of the Bankruptcy Court.

Principal Amount. The DIP Credit Agreement provides for a $32.0 million term loan facility, to be used for general corporate purposes, maintenance of minimum operational liquidity, payment of administrative expenses and other operating expenses while in bankruptcy.

Interest and Fees. The DIP Facility accumulates interest at a rate of one-month term SOFR plus an applicable margin of 6.00%, subject to an Alternative Reference Rates Committee (“ARRC”) credit spread adjustment of 0.11448%. Additional fees and expenses under the DIP Facility include (i) a 3.00% backstop premium, (ii) a 2.00% upfront commitment fee and (iii) a 15.00% redemption premium payable in certain circumstances as outlined in the DIP Credit Agreement. Borrowings under the DIP Facility are senior secured obligations of the Debtors, secured by priming first-priority liens on the Collateral (as defined in

the DIP Credit Agreement).

Covenants. The DIP Credit Agreement has various customary covenants, as well as covenants mandating compliance by the Loan Parties (as defined in the DIP Credit Agreement) with a budget, variance testing and reporting requirements, among others.

Maturity. The scheduled maturity of the DIP Facility will be the earlier of (i) 180-days following the entry of the Confirmation Order (which occurred on February 20, 2024) while regulatory approval is pending, (ii) the effective date of the Plan, and (iii) the time determined by an acceleration as a result of an event of default. The Company exercised the 180-day extension option on February 23, 2024.

The DIP Credit Agreement includes certain customary representations and warranties, affirmative covenants and events of default, including but not limited to, payment defaults, breach of representations and warranties, covenant defaults, cross-defaults to certain debt, certain bankruptcy-related events, certain events under ERISA, material judgments and a change of control. If an event of default occurs, the lenders under the DIP Credit Agreement will be entitled to take various actions, including the acceleration of all amounts due under the DIP Credit Agreement and all actions permitted to be taken under the loan documents or applicable law, subject to the terms of the final order of the Bankruptcy Court approving the entry into the DIP Credit Agreement.

As of March 31, 2024, the Company has borrowed the entirety of the $32.0 million of available loans under the DIP Facility. On the effective date of the Plan, the Company expects to convert certain outstanding amounts owing under the DIP Credit Agreement, as well as certain other prepetition obligations, into loans under the anticipated credit facility upon emergence from Chapter 11 protection in accordance with the terms of the Plan. See our 2023 Annual Report, Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations—Anticipated Post-Emergence Debt."

During the three months ended March 31, 2024, the Company recorded the DIP Facility to Short-term borrowing and expensed $2.5 million of financing fees in connection with the DIP Facility to Reorganization items, net on the condensed consolidated statement of operations. Refer to Note 10, Reorganization items, net for further information.

New Receivables Facility

On January 9, 2024, the Company amended the Old Receivables Facility agreements to, among other things, increase the available financing limit from $75.0 million to $100.0 million, extend the facility revolving period termination date from July 15, 2024 to January 9, 2026, and remove the financial covenants for the period of the Chapter 11 Cases (the “New Receivables Facility”). The New Receivables Facility was approved by an order of the Bankruptcy Court. The terms of the New Receivables Facility are substantially similar to the terms of the Old Receivables Facility, subject to certain amendments relating to the Chapter 11 Cases. This New Receivables Facility is recorded in Long Term Debt in our condensed consolidated balance sheet.

Audacy Receivables, which is the seller under the New Receivables Facility is considered an SPV as it is an entity that has a special, limited purpose and it was created to sell accounts receivable, together with customary related security and interests in the proceeds thereof, to the investors in exchange for cash investments.

The Company continues to use the New Receivables Facility to provide day-to-day operating liquidity during the Chapter 11 Cases and to enable it to continue its business operations in the ordinary course. As of March 31, 2024, the SPV has $213.2 million of net accounts receivable and $75.0 million of outstanding principal investments under the New Receivables Facility. The revolving period under the New Receivables Facility expires on January 9, 2026. The New Receivables Facility will remain effective through the new amended maturity date, unless on the effective date of the plan, certain specified exit conditions, including certain amendments, are not satisfied. The Company expects to fulfill the exit conditions of the New Receivables Facility and to keep the New Receivables Facility in place following the effective date of the Plan. See our 2023 Annual Report, Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations—Anticipated Post-Emergence Debt."

As of March 31, 2024, the Company was compliant with the New Receivables Facility and related financial covenants, in all material respects.

Liquidity

As of March 31, 2024, total liquidity was $126.9 million and consisted of cash and cash equivalents of $101.9 million (excluding restricted cash of $4.1 million) and remaining availability under the New Receivables Facility of $25.0 million.

(C) Net Interest Expense

In connection with the Debtor’s voluntary filing under Chapter 11, interest was stayed on the Company’s Old Credit Facility, Old 2027 Notes and Old 2029 Notes. Therefore, the Company did not accrue interest expense for the period from January 8 through March 31, 2024 of approximately $31.6 million.

The components of net interest expense are as follows:

	Three Months Ended March 31,
Net Interest Expense	2024		2023
	(amounts in thousands)
Interest expense	$	5,156	$	31,372
Amortization of deferred financing costs	210		1,265
Amortization of original issue premium of Senior Notes	—		(256)
Total net interest expense	$	5,366	$	32,381