The Second-Out Exit Term Loans refers to the loans documented by the Exit Term Loan Facility Credit Documents, in accordance with the Restructuring Support Agreement, in an amount equal to $250 million minus the principal amount of the First-Out Exit Terms Loans.
The First Lien Claims Equity Distribution will include a distribution of Class A New Common Stock, Class B New Common Stock and/or Special Warrants, as applicable, which will constitute a combined 75% of the New Common Stock issued and outstanding on the Effective Date (inclusive of the shares that may be issued in connection with the exercise of the Special Warrants, but excluding shares that may be issued in connection with the exercise of the New Second Lien Warrants, and subject to dilution on account of the MIP Equity and the New Second Lien Warrants).
Second Lien Noteholders
On the Effective Date, each holder of an Allowed Second Lien Notes Claim will receive, in exchange for settlement of its Second Lien Notes Claim, its pro rata share of the Second Lien Notes Claims Equity Distribution. Such distribution will include a distribution of (a) Class A New Common Stock, Class B New Common Stock and/or Special Warrants, as applicable, which will constitute a combined 15% of the New Common Stock issued and outstanding on the Effective Date (inclusive of the shares that may be issued in connection with the exercise of the Special Warrants, but excluding shares that may be issued in connection with the exercise of the New Second Lien Warrants, and subject to dilution on account of the MIP Equity and the New Second Lien Warrants) and (b) the New Second Lien Warrants.
General Unsecured Claims
Each holder of an Allowed General Unsecured Claim will receive either (a) payment in full in cash, or (b) such other treatment as to render such holder unimpaired in accordance with Section 1124 of the Bankruptcy Code. No holder of an Allowed General Unsecured Claim will receive any distribution for any claim that has previously been satisfied pursuant to a final order of the Bankruptcy Court.
Intercompany Claims and Interests
On the Effective Date, each Intercompany Claim and each Intercompany Interest will be reinstated, compromised, or canceled and released without any distribution.
Existing Parent Equity Interests
On the Effective Date, all Existing Parent Equity Interests will be cancelled, released, discharged, and extinguished and shall be of no further force or effect, and holders of Existing Parent Equity Interests shall not receive any distribution on account of such Existing Parent Equity Interests.
Share Information
As of December 31, 2023, there were 4,862,027 shares of Audacy’s Class A common stock and 134,839 shares of Audacy’s Class B common stock outstanding.
On the Effective Date, all Existing Parent Equity Interests will be cancelled and Reorganized Parent will issue the Plan Securities, including the New Common Stock, the Special Warrants, and the New Second Lien Warrants, to holders of Allowed DIP Claims that convert to First-Out Exit Term Loans, holders of Allowed First Lien Claims and holders of Allowed Second Lien Notes Claims, in each case, in exchange for claims against the Debtors. The Plan Securities issued on the Effective Date will be subject to dilution by any New Common Stock issued pursuant to a post-emergence management incentive plan.
Post-Emergence Governance and Management
After the Restructuring, Reorganized Parent does not intend to list the New Common Stock on any securities exchange or to become subject to statutory public reporting obligations, unless required by applicable law. The new governance documents following the Effective Date will contain, among other things, customary protections for minority equityholders. The new board of directors shall be comprised of seven members nominated as follows, subject to certain conditions: (a) five members nominated by the Ad Hoc First Lien Group, one of which will serve as chairman; (b) one member nominated by the Ad Hoc Second Lien Group (which member must be to the reasonable satisfaction of the Required Consenting First Lien Lenders and be an “industry” expert or specialist); and (c) David Field while employed by Reorganized Parent or its subsidiary or affiliate.
