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. |
Credit Facility Amendment
On November 29, 2023, Audacy Capital Corp. (formerly known as Entercom Media Corp., the “Issuer”), the guarantors party thereto and the lenders party thereto, entered into Amendment No. 11 (the “Credit Facility Amendment”) to the credit agreement, dated as of October 17, 2016 (as amended, restated, supplemented and/or otherwise modified from time to time, the “Credit Facility”). The Credit Facility Amendment extends the grace periods before which a default in the payment of interest in the amount of approximately $17,000,000 originally due on October 31, 2023, and approximately $785,592 originally due on November 8, 2023, matures into an Event of Default, to 40 calendar days, from the previously announced 21 business days.
The foregoing summary of the Credit Facility Amendment does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Credit Facility Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1, and is incorporated herein by reference.
Receivables Facility Amendment
On November 29, 2023, Audacy Receivables, LLC (“Audacy Receivables”) and the other parties to the Receivables Purchase Agreement, dated as of July 15, 2021, by and among Audacy Receivables, Autobahn Funding Company LLC, as an investor, DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt AM Main, as agent on behalf of the investor parties and Audacy Operations, Inc. as the servicer (as amended, restated, supplemented and/or otherwise modified from time to time, the “Receivables Facility”) entered into Amendment No. 7 to the Receivables Facility (the “Receivables Facility Amendment”), which (i) amends the cross-default that would otherwise occur under the Receivables Facility in respect of certain defaults in the payment of interest under the Credit Facility, with the effect that such interest payment defaults will not result in an event of default under the Receivables Facility until the expiration of the 40 calendar day grace periods provided for under the Credit Facility, as amended by the Credit Facility Amendment described above and (ii) makes certain related covenant accommodations with respect to the Company’s liquidity position through December 10, 2023.
The foregoing summary of the Receivables Facility Amendment does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Receivables Facility Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.2, and is incorporated herein by reference.
2029 Notes Second Supplemental Indenture
On November 29, 2023, the Issuer, the guarantors named therein (the “2029 Notes Subsidiary Guarantors”), and Deutsche Bank Trust Company Americas, as trustee and as notes collateral agent entered into a second supplemental indenture (the “Second Supplemental Indenture”) to an existing indenture, dated as of March 25, 2021 (as amended, restated, supplemented and/or otherwise modified from time to time, the “2029 Base Indenture” and, together with the Second 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 Second 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 60 calendar days to 71 calendar 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 2029 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