Rs Legacy (RSHCQ) 8-K Regulation FD Disclosure

TERM LENDERS’

CLAIMED DEFAULTS

Exhibit 99.1

Table of Contents

•

Overview

•

Claimed Defaults

•

RadioShack Position

•

Forward-Looking Statements

2

Overview

•

Claimed defaults purportedly arise under RadioShack’s $250 million term loan

facility

closed

on

December

10,

2013,

with

lending

affiliates

of

Salus

Capital

Partners and Cerberus Business Finance (the “Term Lenders”)

•

Notice

delivered

by

Salus

Capital

Partners,

as

the

agent

for

the

Term

Lenders

•

Notice alleges breaches of certain covenants, demands immediate payment of

all

amounts

owing

to

the

Term

Lenders

and

asserts

other

remedies

under

the

Credit Agreement with the Term Lenders (the “SCP Credit Agreement”)

•

RadioShack disagrees with the assertions that any event of default has

occurred

•

Accordingly, RadioShack does not believe that the demand for immediate

payment or any other exercise of remedies has any merit

•

The lenders holding a majority of the loans and commitments under

RadioShack’s ABL credit facility have indicated that they intend to continue to

extend credit to RadioShack in accordance with the terms of the ABL credit

facility

3

Claimed Defaults

1.

Entry into the October 3, 2014 Recapitalization Agreement

and the Amendment to RadioShack’s ABL Credit Facility

allegedly

constituted

prohibited

“affiliate”

transactions

2.

Conversion of revolving loans to term loans under the ABL

Credit Facility allegedly resulted in a permanent reduction in

revolving commitments causing an impermissible over-

advance

3.

Amendment to ABL Credit Facility allegedly breached the

term loan facility by making limitations on RadioShack’s ability

to make payments under the term loan more restrictive

4.

A borrowing base certificate delivered by RadioShack under

the ABL Credit Agreement allegedly overstated the ratio of

the liquidation value of inventory to the cost of such inventory

resulting in additional credit being made available to

RadioShack in violation of the SCP Credit Agreement

4

RadioShack Position

RadioShack believes that no event of default has occurred under

the SCP Credit Agreement and that the demand for immediate

payment or any other exercise of remedies is without merit

The

following

pages

set

forth

the

Term

Lenders’

claims

and

RadioShack’s position

5

RadioShack’s Position on

“Affiliate”

Claim

Term Lenders’

Claim

Entry into Recapitalization

Agreement and Amendment to

RadioShack’s ABL Credit Facility

constituted prohibited transactions

with “affiliates”

of RadioShack

because of Standard General’s

participation and other mattters

RadioShack’s Position

Neither General Retail Holdings

(“GRH”) nor General Retail

Funding (“GRF”), the parties to the

Recapitalization Agreement and

Amendment at issue, is an

“Affiliate”

as defined in the SCP

Credit Agreement

6

RadioShack’s Position on

“Affiliate”

Claim

Term Lenders’

Claim

GRH and GRF are “Affiliates”

because investors in such entities

allegedly own more than 10% of

the voting stock of RadioShack

RadioShack’s Position

7

The stock ownership of GRH and

GRF is 0%; conflating GRH and

GRF with Standard General or other

investors ignores their status as

separate, substantial legal entities

owned by disparate persons

Even under expansive “Schedule

13D”

concepts of beneficial

ownership –

which are not

applicable in the SCP Credit

Agreement definition of “Affiliate”

–

Standard General owns less than

10% of RadioShack’s voting stock

RadioShack’s Position on

“Affiliate”

Claim

Term

Lenders’

Claim

GRH is an “Affiliate”

because it has

the power to direct or cause the

direction of the management and

policies of RadioShack

RadioShack’s Position

8

The power to direct or cause the direction of the

management and policies of RadioShack is

vested as a matter of law in RadioShack’s Board

of Directors

GRH had no representation on RadioShack’s

Board of Directors, much less control of the

Board, on October 3

rd

and doesn’t today

The RadioShack Board acted deliberately and

independently

GRH’s

right

to

designate

directors

if

the

transactions contemplated by the

Recapitalization Agreement occur next year did

not give GRH control over RadioShack on

October 3

rd

or today

RadioShack’s Position on

“Affiliate”

Claim

Term Lenders’

Claim

GRH is an “Affiliate”

because it

has the power to direct or cause

the direction of the management

and policies of RadioShack

RadioShack’s Position

9

The transaction committee consisting of

three RadioShack representatives and

three GRH representatives does not confer

control to GRH

GRH does not control the committee and

the committee does not control

RadioShack; the committee has only

limited oversight and coordination

functions; it has no power to direct the

management or policies of, or obligate,

RadioShack

RadioShack’s Position on

“Affiliate”

Claim

Term Lenders’

Claim

RadioShack’s covenants in the

Recapitalization Agreement to

indemnify its directors and officers

allegedly constitute impermissible

transactions by RadioShack with its

“Affiliates”

RadioShack’s Position

Covenants are between RadioShack and

GRH, not

between RadioShack and its

directors and officers

Covenants are not transactions; they did not

require any action by RadioShack and may not

ever require any action by RadioShack

Covenants don’t change pre-existing

indemnification and related rights granted to

RadioShack’s directors and officers under

RadioShack’s bylaws and individual

indemnification agreements

Covenants are customary and permitted under

ordinary course exception contained in the

SCP Credit Agreement

10

RadioShack’s Position on

Over-Advance Claim

Term Lenders’

Claim

Conversion of revolving loans to

term loans under ABL Credit

Facility resulted in a permanent

reduction in revolving

commitments causing

impermissible over-advance

RadioShack’s Position

The aggregate amount of

Revolving Loan Commitments

remains $535 million

Revolving Loan Commitments, as

defined in the SCP Credit

Agreement, were not permanently

reduced under the Amendment

Lenders holding Revolving Loan

Commitments made revolving

loans, which were converted to

term loans

11

RadioShack’s Position on

Payment Restriction Claim

Term Lenders’

Claim

Amendment to ABL Credit Facility

breached the term loan facility by

making limitations on

RadioShack’s ability to make

payments under the term loan

more restrictive

RadioShack’s Position

The changes did not make

applicable provisions limiting

RadioShack’s ability to make

payments under the term loan

more restrictive in any respect

12

RadioShack’s Position on

Borrowing Base Claim

Term Lenders’

Claim

A borrowing base certificate

delivered by RadioShack under

the ABL Credit Agreement

allegedly overstated the ratio of

the liquidation value of inventory to

the cost of such inventory resulting

in additional credit being made

available to RadioShack in

violation of the SCP Credit

Agreement

RadioShack’s Position

RadioShack has never reflected

an inventory liquidation value on

its borrowing base certificate that

was not permitted by or was

otherwise inconsistent with the

inventory appraisal obtained by the

ABL Agent and then in effect in

accordance with the terms of the

ABL Credit Agreement and other

related loan documents

13

Forward-Looking Statements

14

This presentation contains forward-looking statements, as referenced in the Private Securities Litigation Reform

Act of 1995. These forward-looking statements reflect management’s current views. These statements can be

identified

by

the

fact

that

they

include

words

like

“our

position,”

“RadioShack’s

position,”

“expect”

and

other

words

with similar meaning, and include all statements regarding RadioShack’s position as to the alleged defaults

described above. These statements involve risks and uncertainties that could cause actual outcomes or

circumstances to differ materially from those expressed or implied in this presentation, including (1) that the

ultimate determination of these matters is outside of RadioShack’s control and may be influenced by facts

unknown to RadioShack, and as such RadioShack may be unable to successfully dispute the allegations of

defaults under the term loan credit facility, (2) the potential consequences of those allegations, including the

exercise of lender remedies, (3) potential adverse effects on relationships between the Company and its business

partners, other creditors (including in relation to cross-default provisions in our other credit agreement or debt

indenture)

and

third

parties,

including

suppliers,

employees

and

customers,

(4)

the

potential

inability

of

the

Company to successfully complete the proposed restructuring transactions, refinance its debt and the Company’s

turnaround plan, and (5) the continued availability of working capital financing. Any or all of these matters would

have a material adverse effect on RadioShack’s liquidity and financial viability. Additional information regarding risk

factors relevant to RadioShack is included in RadioShack’s filings with the SEC, including its most recent Annual

Report

on

Form

10-K

for

the

year

ended

Dec.

31,

2013

and

Quarterly

Reports

on

Form

10-Q.

RadioShack

specifically

disclaims

any

duty

to

update

any

of

the

information

set

forth

in

this

presentation,

including

any

forward-

looking statements.

The description of the Notice of Default and related claims included in this presentation are qualified by its entirety

by reference to the Notice of Default dated December 1, 2014, a copy of which was filed as an exhibit to a Current

Report on Form 8-K, filed by the Company with the SEC on December 2, 2014.