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.
