UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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| * |
* On October 30, 2023, the NYSE filed a Form 25 relating to the delisting from the NYSE of our Class A common stock. The delisting is expected to become effective 10 days after the filing of the Form 25.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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
As previously disclosed, on October 30, 2023, Audacy Capital Corp. (formerly known as Entercom Media Corp., the “Issuer”) elected to utilize the 3-business day grace period under the credit agreement, dated as of October 17, 2016 (as amended, restated, supplemented and/or otherwise modified from time to time, the “Credit Facility”), among the Issuer, the guarantors named therein, the lenders named therein and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, for interest payments in the aggregate amount of approximately $17 million originally due on October 31, 2023 pursuant to the terms of the Credit Facility.
On November 3, 2023, the Issuer, the guarantors party thereto and the lenders party thereto, entered into Amendment No. 8 to the Credit Facility (the “Credit Facility Amendment”).
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 due on October 31, 2023, and approximately $785,592 due on November 8, 2023, matures into an Event of Default, from 3 business days to 11 business days. The Credit Facility Amendment also waives the requirement for the Company to comply with its maximum Consolidated Net First Lien Leverage Ratio for the quarterly test period ended September 30, 2023.
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
Audacy Receivables, LLC (“Audacy Receivables”), is party to a 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, as the servicer (as amended, restated, supplemented and/or otherwise modified from time to time, the “Receivables Facility”). On November 3, 2023, Audacy Receivables and the other parties to the Receivables Facility entered into Amendment No. 4 to Receivables Purchase Agreement (the “Receivables Facility Amendment”).
The Receivables Facility Amendment 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 11 business day grace periods provided for under the Credit Facility, as amended by the Credit Facility Amendment described above. In addition, the Receivables Facility Amendment waives the requirement for the Company to comply with the same maximum Consolidated Net First-Lien Leverage Ratio of 4.0 times, as provided for in the Credit Facility, with such waiver applying solely to the quarterly test period ended September 30, 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.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based upon current
expectations and involve certain risks and uncertainties, including statements about the NYSE delisting of the Company’s Class A common stock and related timing, the restructuring of the Company, anticipated future financial or operational results, and the Company’s financial position. Additional information and key risks applicable to these statements are described in the Company’s reports on Forms 8-K, 10-Q and 10-K and other filings the Company makes with the SEC. All of the forward-looking statements in this Current Report on Form 8-K are qualified by these cautionary statements, and actual results or developments may differ materially from those in these forward-looking statements. The Company assumes no obligation to publicly update or revise any forward-looking statements.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Audacy, Inc. | ||
| By: | /s/ Andrew P. Sutor, IV | |
| Andrew P. Sutor, IV | ||
| Executive Vice President | ||
Dated: November 3, 2023