LONG-TERM DEBT | LONG-TERM DEBT Long-term debt was comprised of the following as of December 31, 2023: As of December 31, Long-Term Debt (1) 2023 2022 (amounts in thousands) Old Credit Facility Old Revolver, matures August 19, 2024 $ 220,126 $ 180,000 Old Term B-2 Loan, due November 17, 2024 632,415 632,415 Plus unamortized premium 836 1,116 853,377 813,531 Old 2027 Notes 6.500% notes due May 1, 2027 460,000 460,000 Plus unamortized premium 2,477 3,220 462,477 463,220 Old 2029 Notes 6.750% notes, due March 31, 2029 540,000 540,000 540,000 540,000 Old Accounts receivable facility, matures July 15, 2024 75,000 75,000 Other debt — 23 Total debt before deferred financing costs 1,930,854 1,891,774 Deferred financing costs (excludes the revolving credit) (6,831) (11,412) Total long-term debt, net 1,924,023 1,880,362 Current portion of long-term debt (1,924,023) — Total long-term debt, net of current portion $ — $ 1,880,362 Outstanding standby letters of credit $ — $ 5,909 (1) 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. Prior to the filing of the Chapter 11 Cases, the Company elected to utilize certain grace periods (described in detail below) for certain interest payments under its debt agreements and obtained extensions of certain grace periods and amendments to certain requirements under those agreements as further described below. Refer to Note 1, Basis of Presentation—Going Concern, Note 22, Subsequent Events, “Management’s Discussion And Analysis Of Financial Condition And Results Of Operations” in Part II, Item 7, and “Risk Factors” in Part II, Item 1A, for additional information. (A) Prepetition Debt (Historical) The Old Credit Facility As of December 31, 2023, the Company’s old credit facility, as amended (the “Old Credit Facility”), 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”). In addition, we had no letters of credit outstanding under the Old Credit Facility. As of December 31, 2023, total liquidity was $69.7 million, which was comprised of our cash, cash equivalents and restricted cash of $73.0 million less restricted cash of $3.3 million, as there were no amounts available under the Old Revolver. The Old Credit Facility had usual and customary covenants including, but not limited to, a net first-lien leverage ratio, restricted payments and the incurrence of additional debt. Specifically, the Old Credit Facility required the Company to comply a maximum Consolidated Net First-Lien Leverage Ratio (as defined in the Old Credit Facility) that could not exceed 4.0 times. Such financial covenant is not in force during pendency of the Chapter 11 Cases. As of December 31, 2023, the Company was in compliance with the financial covenants and all other terms of the Old Credit Facility in all material respects due to the utilization of interest payment grace periods, and amendments and waivers obtained from lenders between October 30, 2023 and December 8, 2023, prior to the Company’s filing of the Chapter 11 Cases. The Old 2027 Notes In 2019, the Company and its finance subsidiary, Audacy Capital Corp. ("Audacy Capital Corp."), issued $425.0 million in aggregate principal amount of 6.500% senior secured second-lien notes due May 1, 2027 (the "Old 2027 Notes"). In 2021, the Company and Audacy Capital Corp., issued an additional $45.0 million of 2027 Notes. All of the additional 2027 Notes are treated as a single series with the Old 2027 Notes and have substantially the same terms as 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. The Old 2027 Notes are fully and unconditionally guaranteed on a senior secured second-lien basis by most of the direct and indirect subsidiaries of Audacy Capital Corp. The Old 2027 Notes and the related guarantees are secured on a second-lien priority basis by liens on substantially all of the assets of Audacy Capital Corp. and the guarantors. As of December 31, 2023, the Company was in compliance with the financial covenants and all other terms of the Old 2027 Notes in all material respects due to the utilization of interest payment grace periods, and amendments and waivers obtained from lenders between November 1, 2023 and December 8, 2023, prior to the Company’s filing of the Chapter 11 Cases. The Old 2029 Notes During 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 accrued 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 December 31, 2023, the Company was in compliance with the financial covenants and all other terms of the Old 2029 Notes in all material respects due to the utilization of interest payment grace periods, and amendments and waivers obtained from lenders between October 2, 2023 and December 8, 2023, prior to the Company’s filing of the Chapter 11 Cases. Accounts 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 Old Receivables Facility to provide additional liquidity, to reduce the Company's cost of funds and to repay outstanding debt under the Old Credit Facility. Audacy Receivables 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. Pursuant to a purchase and sale agreement, certain of the Company's wholly-owned subsidiaries sold their accounts receivable, together with customary related security and interests in the proceeds thereof, to Audacy NY. Pursuant to a sale and contribution agreement, Audacy NY sold and contributed its accounts receivable, including those it had acquired from other Audacy subsidiaries, together with customary related security and interests in the proceeds thereof, to Audacy Receivables. Pursuant to a receivables purchase agreement, Audacy Receivables sold such accounts receivable, together with customary related security and interests in the proceeds thereof, to the investors in exchange for cash investments. Yield is payable to the investors under the receivables purchase agreement at a variable rate based on commercial paper rates or the Secured Overnight Financing Rate ("SOFR") or commercial paper rates plus a margin. Collections on the accounts receivable: (A) were then used to either: (i) satisfy the obligations of Audacy Receivables under the Old Receivables Facility; or (ii) purchase additional accounts receivable from the Originators; or (B) make a distribution to Audacy NY, the sole member of Audacy Receivables. Audacy Operations acted as the servicer under the Old Receivables Facility. The Old Receivables Facility contained representations, warranties and covenants that are customary for bankruptcy-remote securitization transactions, including covenants requiring Audacy Receivables to be treated at all times as an entity separate from the Originators, Audacy Operations, the Company or any of its other affiliates and that transactions entered into between Audacy Receivables and any of its affiliates shall be on arm’s-length terms. The receivables purchase agreement also contained customary default and termination provisions which provided for acceleration of amounts owed under the receivables purchase agreement upon the occurrence of certain specified events with respect to Audacy Receivables, Audacy Operations, the Originators, or the Company, including, but not limited to: (i) Audacy Receivables’ failure to pay yield and other amounts due; (ii) certain insolvency events; (iii) certain judgments entered against the parties; (iv) certain liens filed with respect to assets; and (v) breach of certain financial covenants and ratios. The Company agreed to guarantee the performance obligations of Audacy Operations and the Originators under the Old Receivables Facility documents. None of the Company, Audacy Operations or the Originators agreed to guarantee any obligations of Audacy Receivables or the collection of any of the receivables or to be responsible for any obligations to the extent the failure to perform such obligations by Audacy Operations or any Originator results from receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness or other financial inability to pay of the related obligor. In general, the proceeds from the sale of the accounts receivable were used by the SPV to pay the purchase price for accounts receivables it acquired from Audacy NY and could then be used to fund capital expenditures, repay borrowings on the Old Credit Facility, satisfy maturing debt obligations, as well as fund working capital needs and other approved uses. Although the SPV is a wholly-owned consolidated subsidiary of Audacy NY, the SPV is legally separate from Audacy NY. The assets of the SPV (including the accounts receivables) are not available to creditors of Audacy NY, Audacy Operations or the Company, and the accounts receivables are not legal assets of Audacy NY, Audacy Operations or the Company. The Old Receivables Facility was accounted for as a secured financing. The pledged receivables and the corresponding debt were included in Accounts receivable and Long-term debt, net of current, respectively, on the Company's consolidated balance sheets. The Old Receivables Facility had usual and customary covenants including, but not limited to, a Consolidated First-Lien Leverage Ratio (as defined in the Old Receivables Facility) that could not exceed 4.0 times, a minimum tangible net worth (as defined within the Old Receivables Facility) of at least $300.0 million and a requirement to maintain liquidity of $25.0 million. 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 consolidated balance sheet. At December 31, 2023, the Company had outstanding borrowings of $75.0 million under the Old Receivables Facility. As of December 31, 2023, the Company was in compliance with the Old Receivables Facility and related financial covenants in all material respects due to the utilization of cross-default and other amendments and waivers obtained from the counterparties to the Old Receivables Facility between November 3, 2023 and December 8, 2023, prior to the Company’s filing of the Chapter 11 Cases. (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) 60 days following the Petition Date (with a 180-day extension option if a Confirmation Order has been entered by the Bankruptcy Court by that time and regulatory approval is pending), (ii) the effective date of the Plan, (iii) 45 days after the Petition Date if no final debtor-in-possession order (“DIP Order”) has been entered, and (iv) the time determined by an acceleration as a result of an event of default. 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 DIP Order. As of January 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 Exit Credit Facility (as defined below) in accordance with the terms of the Plan. See “Management's Discussion and Analysis of Financial Condition and Results of Operations—Anticipated Post-Emergence Debt” in this Part II, Item 7. 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. The revolving period under the New Receivables Facility expires on January 9, 2026. The New Receivables Facility will terminate on the effective date of the Plan, unless certain amendments are entered into and other specified exit conditions are satisfied. 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 January 31, 2024, the Company has $75 million of outstanding principal investments under the New Receivables Facility. The Company intends 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 “Management's Discussion and Analysis of Financial Condition and Results of Operations—Anticipated Post-Emergence Debt” in Part II, Item 7. (C) Anticipated Post-Emergence Debt Exit Facility The Company expects to enter into a credit facility (the “Exit Credit Facility”) upon emergence from Chapter 11 protection, which will provide for term loans in an aggregate amount of $250.0 million consisting of (i) approximately $25.0 million in first-out exit term loans and (ii) approximately $225.0 million in second-out exit term loans, in each case subject to certain adjustment mechanisms. The first-out exit term loans will be comprised of converted DIP Facility claims, and only first lien lenders that are also lenders under the DIP Credit Agreement will have the option to participate in the first-out exit term loans. Holders of first lien loans will have a portion of their prepetition claims converted into the second-out exit term loans under the Plan. The Exit Credit Facility will allow the Company to obtain a senior-secured revolver facility of up to $50.0 million. The first-out exit term loans will be secured by a lien on substantially all of the Company’s assets after the Restructuring, will mature four years after the effective date of the Plan and will accrue interest at SOFR plus an applicable margin of 7.00%, subject to standard ARRC credit spread adjustments. The second-out exit term loans will be secured on the same basis as, but will be subordinated in right of payment to, the first-out exit term loans, will mature five years after the effective date of the Plan and will accrue interest at a SOFR rate plus an applicable margin of 6.00%, subject to standard ARRC credit spread adjustments. Exit Receivables Facility Upon emergence from Chapter 11 protection, and subject to the terms and conditions of the Plan, the Company and certain of its subsidiaries will enter into further amendments to the New Receivables Facility (the “Exit Receivables Facility”). The terms of the Exit Receivables Facility will be substantially similar to the terms of the New Receivables Facility, except as follows: certain provisions of the Old Receivables Facility documents that were not in effect under the New Receivables Facility documents during the Chapter 11 Cases will be reintroduced, and certain new financial covenants will be introduced, including a requirement to maintain tangible net worth at a level at least equal to 50% of the tangible net worth as determined after the exit date, and the requirement for the Company to maintain a minimum liquidity of $25.0 million. (D) Net Interest Expense The components of net interest expense are as follows: Year Ended December 31, Net Interest Expense 2023 2022 (amounts in thousands) Interest expense $ 133,105 $ 103,470 Amortization of deferred financing costs 6,048 5,115 Amortization of original issue discount (premium) of senior notes (1,021) (1,024) Interest income and other investment income — (70) Total net interest expense $ 138,132 $ 107,491 The weighted average interest rate under the Old Credit Facility (before taking into account the fees on the unused portion of the Revolver) was: (i) 8.1% as of December 31, 2023; and (ii) 6.8% as of December 31, 2022. (E) Interest Rate Transactions During the quarter ended June 30, 2019, the Company entered into an interest rate collar transaction in the notional amount of $560.0 million to hedge the Company's exposure to fluctuations in interest rates on its variable-rate debt. In November of 2023, the Company settled this transaction earlier than its original expiration date of June 28, 2024, and as such, recorded a credit to interest expense of $1.5 million. After exiting the position, the Company had no derivative instruments as of December 31, 2023 qualifying for hedge treatment. Refer to Note 11, Derivative and Hedging Activities, for additional information. The Company from time to time enters into interest rate transactions with different lenders to diversify its risk associated with interest rate fluctuations of its variable rate debt. Under these transactions, the Company agrees with other parties to exchange, at specified intervals, the difference between fixed rate and floating rate interest amounts calculated by reference to an agreed notional principal amount against the variable debt. (F) Aggregate Principal Maturities The minimum aggregate principal maturities on the Company’s outstanding debt (excluding any impact from required principal payments based upon the Company’s future operating performance) are as follows: Principal Debt Maturities Old Old Old Old Old Total (amounts in thousands) Years ending December 31 2024 $ 632,415 $ 220,126 $ 460,000 $ 540,000 75,000 $ 1,927,541 2025 — — — — — — 2026 — — — — — — 2027 — — — — — — 2028 — — — — — — Thereafter — — — — — — Total $ 632,415 $ 220,126 $ 460,000 $ 540,000 $ 75,000 $ 1,927,541 (F) Guarantor and Non-Guarantor Financial Information As of December 31, 2023, most of the direct and indirect subsidiaries of Audacy Capital Corp. are guarantors of Audacy Capital Corp.’s obligations under the Old Credit Facility, the Old 2027 Notes and the Old 2029 Notes. Under certain covenants, the Company’s subsidiary guarantors are restricted from paying dividends or distributions in excess of amounts defined under the Old 2027 Notes and the Old 2029 Notes, and the subsidiary guarantors are limited in their ability to incur additional indebtedness under certain restricted covenants. The Company’s borrowing agreements contain restrictions on its ability to pay dividends to its parent under certain facts and circumstances. As of December 31, 2023, these restrictions did not apply. Under the Credit Facility, Audacy Capital Corp. is permitted to make distributions to Audacy, Inc., which are required to pay Audacy, Inc.’s reasonable overhead costs, including income taxes, and other costs associated with conducting the operations of Audacy Capital Corp. and its subsidiaries. |