UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~February 820, 2024

AUDACY, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania		001-14461		23-1701044
(State or other jurisdictionof incorporation)		(~~CommissionFile~~Commission File Number)		(IRS EmployerIdentification No.)

2400 Market Street, 4th FloorPhiladelphia, Pennsylvania		19103
2400 Market Street, 4th Floor Philadelphia, Pennsylvania	19103
(Address of principal executive offices)	(Zip Code)	~~(Zip Code)~~

Registrant’s telephone number, including area code: (610) 660-5610

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class TradingSymbol(s) Name of each exchangeon which registered * * *

* 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 became effective on November 9, 2023. The Class A common stock will continue to trade over the counter under the symbol “AUDA.”

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

Prepackaged Debt Restructuring

Audacy, Inc. (the “Company” or “Audacy”) and certain of its direct and indirect subsidiaries (together with the Company, the “Debtors”), with the support of a supermajority of the Debtors’ first lien and second lien debtholders (the “Debtholders”), are in the process of implementing a comprehensive debt restructuring (the “Restructuring”) that will equitize approximately $1.6 billion of the Debtors’ funded debt, a reduction of 80% from approximately $1.9 billion to approximately $350 million. The Restructuring will be effectuated through a joint prepackaged plan of reorganization (the “Plan”) under voluntary petitions filed by the Debtors on January 7, 2024 (the “Chapter 11 Cases”) pursuant to Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”).

Information filed with the Bankruptcy Court in connection with the Restructuring is also accessible on the website of Audacy’s claims and noticing agent at https://dm.epiq11.com/Audacy. Such information is not part of this ~~current~~Current ~~report~~Report on Form 8-K.

Item 1.0103. ~~Entry~~Bankruptcy ~~into~~or ~~a Material Agreement~~Receivership.

On February 20, 2024, the Bankruptcy Court ~~Approval~~entered an order confirming the Plan (the “Confirmation Order”). The Debtors expect that the effective date of ~~Interim~~the ~~Orders~~Plan (the “Effective Date”) will occur as soon as all conditions precedent to the Plan have been satisfied, including approval from the Federal Communications Commission.

OnThe ~~January 8,~~following ~~2024,~~is ~~the~~a ~~Bankruptcy~~summary ~~Court~~of ~~entered~~the ~~interim~~material ~~orders,~~terms ~~which~~of ~~among~~the ~~other~~Plan. ~~things,~~This ~~approved~~summary ~~(i) the~~highlights ~~Debtors’~~only ~~access~~certain tosubstantive aprovisions ~~$32 million~~of ~~debtor-in-possession~~the ~~term~~Plan ~~loan~~and ~~facility~~is ~~(the~~not ~~“DIP~~intended ~~Facility”)~~to ~~and~~be ~~(ii)~~ a ~~$25 million~~complete ~~upsize~~description of the ~~Company’s~~Plan. ~~existing~~This ~~$75 million~~summary ~~account~~is ~~receivables~~qualified ~~financing~~in ~~facility~~its entirety by reference to ~~$100 million.~~the ~~The~~full ~~DIP~~text ~~Facility~~of the Plan and the ~~upsize~~Confirmation ofOrder, ~~the~~which ~~receivables~~are ~~facility~~attached ishereto ~~expected~~as toExhibits ~~provide~~2.1 ~~the~~and ~~Debtors~~99.1, ~~with~~respectively, ~~day-to-day~~and ~~operating~~incorporated ~~liquidity~~by ~~during~~reference ~~the~~herein. ~~Chapter~~Capitalized 11terms ~~Cases~~used tobut ~~enable~~not ~~the~~defined ~~Debtors~~in tothis ~~continue~~Current ~~their~~Report ~~business~~on ~~operations~~Form in8-K have the ~~ordinary~~meanings ~~course~~set forth in the Plan.

~~DIP~~The ~~Facility~~Plan of Reorganization and Treatment of Claims and Interests

OnThe ~~January 9,~~treatment ~~2024, Audacy Capital Corp. and certain~~ of ~~the~~claims Company’s subsidiaries entered into the DIP Facility pursuant to a Senior Secured Superpriority Debtor-in-Possession Credit Agreement with Wilmington Savings Fund Society, FSB, as administrative agent and ~~collateral~~interests ~~agent, and the lenders party thereto substantially in the form attached as Exhibit 10.2 to the Company’s current report on Form 8-K filed on January 8, 2024. The terms~~ of the ~~DIP Facility were previously disclosed under Item 1.01 in the Company~~Debtors’s ~~current report on Form 8-K filed on January 8~~creditors, ~~2024 (File No. 001-14461),~~ and ~~the~~related ~~description~~recoveries of such ~~terms~~creditors, ~~and~~under the ~~text~~Plan ofis ~~the~~as ~~DIP Facility are incorporated by reference into this Item 1~~follows.01 ~~of this current report on Form 8-K.~~

~~Amendments~~DIP toClaims ~~Receivables Facility~~

OnPursuant ~~January 9,~~to ~~2024~~procedures approved by the Bankruptcy Court, each holder of an Allowed DIP Claim was entitled to elect to have such DIP Claim paid in full in cash on the ~~Company~~Effective ~~amended~~Date ~~its~~or ~~accounts~~converted ~~receivable~~on ~~securitization~~a ~~facility~~pro (rata basis to First-Out Exit Term Loans on the ~~“Receivables~~Effective ~~Facility”~~Date on a dollar-for-dollar basis (with any excess DIP Claims to be paid in full in cash). Pursuant to the Plan, ~~among~~holders ~~other~~of ~~things~~Allowed DIP Claims who, ~~increase~~on or before February 12, 2024, elected to have their DIP Claims converted to First-Out Exit Term Loans will also receive, on the ~~available~~Effective ~~financing~~Date, ~~limit~~their ~~from~~pro ~~$75 million~~rata share of the DIP-to-Exit ~~$100~~Equity Distribution, which will include a distribution of Class A New Common Stock, Class ~~million~~B New Common Stock and/or ~~extend~~Special Warrants, as applicable, which will constitute 10% of the ~~facility~~New ~~revolving~~Common ~~period~~Stock ~~termination~~issued ~~date~~and ~~from~~outstanding ~~July 15~~on the Effective Date (inclusive of the shares that may be issued in connection with the exercise of the Special Warrants, ~~2024~~but toexcluding ~~January 9~~shares that may be issued in connection with the exercise of the New Second Lien Warrants, ~~2026.~~and ~~The~~subject ~~amendment~~to ~~documentation~~dilution ~~includes~~on ~~entry~~account ~~into:~~of the MIP Equity and the New Second Lien Warrants).

•First anLien ~~Amended~~Lenders and Restated Receivables Purchase Agreement, by and among Audacy Receivables, LLC (“Audacy Receivables”), the investors party thereto, DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt AM Main (the “Agent”) and Audacy Operations, Inc. (the “A&R Receivables Purchase Agreement”);

•On anthe ~~Amended~~Effective ~~and~~Date, ~~Restated~~each ~~Purchase~~holder ~~and~~of ~~Sale~~an ~~Agreement,~~Allowed byFirst ~~and~~Lien ~~among~~Claim ~~Audacy~~will ~~Operations~~receive, ~~Inc.~~in ~~(“Audacy~~exchange ~~Operations”),~~for ~~the~~settlement ~~originators~~of ~~party~~its ~~thereto~~First ~~and~~Lien ~~Audacy New York~~Claim, ~~LLC~~its ~~(the~~pro ~~“A&R~~rata ~~Purchase~~share ~~and~~of: ~~Sale Agreement”);~~

• ~~an Amended and Restated Sale and Contribution Agreement, by and among Audacy Operations, Audacy New York, LLC (“Audacy NY”) and Audacy Receivables (~~the ~~“A&R~~Second-Out ~~Sale~~Exit ~~and~~Term ~~Contribution Agreement”)~~Loans; and

• ~~an Amended and Restated Performance Guaranty, between Audacy, Inc. and~~ the ~~Agent~~First ~~(the~~Lien ~~“A&R~~Claims ~~Performance~~Equity ~~Guaranty,” and together with the A&R Receivables Purchase Agreement, the A&R Purchase and Sale Agreement and the A&R Sale and Contribution Agreement, the “Agreements”)~~Distribution.

~~Pursuant~~The toSecond-Out ~~the~~Exit ~~A&R~~Term ~~Purchase~~Loans ~~and~~refers ~~Sale~~to ~~Agreement,~~ the ~~Originators~~loans ~~(as~~documented ~~defined~~by in the ~~A&R~~Exit ~~Purchase~~Term ~~and~~Loan ~~Sale~~Facility ~~Agreement)~~Credit ~~have sold~~Documents, ~~and~~in ~~will~~accordance ~~continue to sell on an ongoing basis, their accounts receivable, together~~ with ~~customary related security and interests in~~ the ~~proceeds~~Restructuring ~~thereof,~~Support ~~to Audacy NY. Pursuant to the A&R Sale and Contribution~~ Agreement, ~~Audacy~~in ~~NY has sold and contributed, and will continue to sell and contribute on~~ an ~~ongoing~~amount ~~basis,~~equal ~~its accounts receivable, together with customary related security and interests in the proceeds thereof,~~ to ~~Audacy~~$250 million ~~Receivables.~~minus ~~Pursuant to~~ the ~~A&R~~principal ~~Receivables~~amount ~~Purchase~~of ~~Agreement, Audacy Receivables has sold and will continue to sell on an ongoing basis such accounts receivable, together with customary related security and interests in~~ the ~~proceeds~~First-Out ~~thereof,~~Exit toTerms ~~the Investors (as defined in the A&R Receivables Purchase Agreement) in exchange for cash investments~~Loans.

~~Yield~~The isFirst ~~payable~~Lien toClaims ~~Investors~~Equity ~~under~~Distribution ~~the~~will ~~A&R~~include ~~Receivables~~a ~~Purchase~~distribution ~~Agreement~~of atClass A aNew ~~variable~~Common ~~rate~~Stock, ~~based~~Class B onNew ~~either~~Common ~~one-month~~Stock ~~SOFR~~ and/or ~~commercial~~Special ~~paper~~Warrants, ~~rates~~as ~~plus~~applicable, which will constitute a ~~margin.~~combined ~~Collections~~75% onof the ~~accounts~~New ~~receivable~~Common ~~will~~Stock beissued ~~used~~and tooutstanding ~~(i)~~on ~~satisfy~~ the ~~obligations~~Effective Date (inclusive of ~~Audacy~~the ~~Receivables~~shares ~~under~~that ~~the~~may ~~Receivables~~be ~~Facility~~issued orin ~~(ii) purchase~~connection ~~additional~~with ~~accounts~~the ~~receivable~~exercise ~~from~~of the ~~Originators~~Special Warrants, orbut excluding shares that may be ~~distributed~~issued toin ~~Audacy~~connection ~~NY,~~with the ~~sole~~exercise ~~member~~ of ~~Audacy~~the ~~Receivables.~~New ~~Audacy~~Second ~~Operations~~Lien ~~acts~~Warrants, asand subject to dilution on account of the ~~servicer~~MIP ~~under~~Equity and the ~~Agreements~~New Second Lien Warrants).

~~The~~Second ~~Agreements~~Lien ~~contain~~Noteholders 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 A&R Receivables Purchase Agreement also contains customary default and termination provisions which provide for acceleration of amounts owed under the A&R 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 (which exclude the Chapter 11 Cases), (iii) certain judgments entered against the parties, (iv) certain liens filed with respect to assets, (v) breach of certain financial covenants and ratios, (vi) failure to reach certain milestones in connection with the Chapter 11 Cases and (vii) certain other events during the pendency of the Chapter 11 Cases.

~~Pursuant~~On to the ~~A&R~~Effective ~~Performance Guaranty~~Date, ~~the~~each ~~Company~~holder ~~has~~of ~~agreed~~an toAllowed ~~guarantee~~Second ~~the~~Lien ~~performance~~Notes ~~obligations~~Claim will receive, in exchange for settlement of ~~Audacy~~its ~~Operations~~Second ~~and~~Lien ~~the~~Notes ~~Originators~~Claim, ~~under~~its pro rata share of the ~~Receivables~~Second ~~Facility~~Lien ~~documents.~~Notes ~~The~~Claims ~~Company~~Equity ~~has~~Distribution. ~~not~~Such ~~agreed~~distribution towill ~~guarantee~~include ~~any~~a ~~obligations~~distribution of ~~Audacy~~(a) Class ~~Receivables~~A New Common Stock, Class B New Common Stock and/or ~~the~~Special ~~collection~~Warrants, ofas ~~any~~applicable, which will constitute a combined 15% of the ~~receivables~~New ~~and~~Common ~~will~~Stock ~~not~~issued beand ~~responsible~~outstanding ~~for~~on ~~any~~the ~~obligations~~Effective toDate ~~the~~(inclusive ~~extent~~of the ~~failure~~shares tothat ~~perform~~may ~~such~~be ~~obligations~~issued byin ~~Audacy~~connection ~~Operations~~with orthe ~~any~~exercise ~~Originator~~of ~~results~~the ~~from~~Special ~~receivables~~Warrants, ~~being~~but ~~uncollectible~~excluding onshares ~~account~~that may be issued in connection with the exercise of the ~~insolvency~~New Second Lien Warrants, ~~bankruptcy~~and orsubject ~~lack~~to dilution on account of ~~creditworthiness~~the orMIP ~~other~~Equity ~~financial~~and ~~inability~~the toNew ~~pay~~Second ofLien Warrants) and (b) the ~~related~~New ~~obligor~~Second Lien Warrants.

~~Unless~~General ~~earlier~~Unsecured ~~terminated~~Claims ~~or subsequently extended pursuant to the terms of the A&R Receivables Purchase Agreement, the Receivables Facility will expire on January 9, 2026.~~

~~The~~Each ~~foregoing~~holder ~~summaries~~ of ~~the~~an ~~A&R~~Allowed ~~Receivables~~General ~~Purchase~~Unsecured ~~Agreement,~~Claim ~~the~~will ~~A&R~~receive ~~Purchase~~either ~~and~~(a) payment ~~Sale~~in ~~Agreement,~~full ~~the~~in ~~A&R~~cash, ~~Sale~~or ~~and~~(b) such ~~Contribution~~other ~~Agreement~~treatment ~~and~~as ~~the A&R Performance Guaranty do not purport~~ to berender ~~complete~~such ~~and~~holder ~~are~~unimpaired ~~subject~~in ~~to,~~accordance ~~and~~with ~~qualified~~Section 1124 inof ~~their~~the ~~entirety~~Bankruptcy ~~by,~~Code. ~~the~~No ~~full~~holder ~~text~~ of ~~such~~an ~~agreements,~~Allowed ~~copies~~General ofUnsecured ~~which~~Claim ~~are~~will ~~filed~~receive asany ~~Exhibits~~distribution ~~10.2,~~for ~~10.3,~~any ~~10.4,~~claim ~~and~~that ~~10.5,~~has ~~respectively,~~previously tobeen ~~this~~satisfied ~~current~~pursuant ~~report~~to ona ~~Form~~final ~~8-K~~order ~~and~~of ~~are~~the ~~incorporated~~Bankruptcy ~~herein by reference~~Court.

~~Item~~Intercompany ~~2.03.~~Claims ~~Creation~~and ofInterests ~~a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~

~~The~~On ~~information~~the ~~under~~Effective ~~the~~Date, ~~headings~~each ~~“DIP~~Intercompany ~~Facility”~~Claim and ~~“Amendments~~each toIntercompany ~~Receivables~~Interest ~~Facility”~~will ~~under~~be ~~Item~~reinstated, ~~1.01~~compromised, ~~above~~or iscanceled ~~also responsive to this Item 2.03~~ and isreleased ~~hereby~~without ~~incorporated~~any ~~by reference into this Item 2~~distribution.~~03.~~

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.

Releases and Exculpation

The Plan contains certain release and exculpation provisions that provide releases for the benefit of the Debtors, certain other stakeholders and parties in interest and their respective affiliates, in each case, as further set forth in Article X of the Plan.

Certain Information Regarding Assets and Liabilities of the Company

Information regarding the assets and liabilities of Audacy as of the most recent practicable date can be found in Audacy’s Quarterly Report on Form 10-Q for the period ended September 30, 2023, filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2023.

Item 7.01.

Regulation FD Disclosure.

On ~~January~~February 920, 2024, the Company issued a press release announcing ~~approval from~~ the Bankruptcy Court’s ~~for~~confirmation ~~all~~of ~~first day motions related to~~ the ~~Chapter 11 Cases~~Plan. A copy of the press release is filed as Exhibit 99.12 to this ~~current~~Current ~~report~~Report on Form 8-K and is incorporated herein by reference.

Forward-Looking Statements

This ~~current~~Current ~~report~~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 are subject to certain risks and uncertainties, including the Company’s ability to ~~successfully~~obtain ~~navigate~~regulatory ~~the Chapter 11 Cases; the expected timing of hearings and~~ approval offor ~~the~~emergence ~~Plan,~~from ~~the Company’s ability to manage its business without disruption during the~~ Chapter 11 ~~Cases~~protection, ~~the~~its ~~Company’s expected operational liquidity from the DIP Facility and the Receivables Facility;~~ anticipated future financial or operational results, and ~~the~~its ~~Company’s~~ability ~~financial~~to ~~position~~capitalize ~~upon~~on ~~emergence~~its ~~from~~anticipated ~~the~~capital ~~Chapter 11 Cases~~structure. 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 USEC.S. ~~Securities and Exchange Commission.~~ All of the forward-looking statements in this ~~current~~Current ~~report~~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.

ExhibitNo.		Description
10.1		Debtor-in-Possession Credit Agreement, by and among Audacy, Inc. and its subsidiaries listed therein, Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed on January 8, 2024 (File No. 001-14461)).
2.1		Debtors’ Joint Prepackaged Plan of Reorganization for Audacy, Inc. and Its Affiliate Debtors Under Chapter 11 of the Bankruptcy Code, dated February 20, 2024.
10.2		Amended and Restated Receivables Purchase Agreement, dated as of January 9, 2024, by and among Audacy Receivables, LLC, Autobahn Funding Company LLC, DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt AM Main and Audacy Operations, Inc
99.1		Order Confirming Debtors’ Disclosure Statement and Confirming Debtors’ Joint Prepackaged Plan of Reorganization, dated February 20, 2024.
99.2		Press release, dated February 20, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

10.3		Amended and Restated Purchase and Sale Agreement, dated as of January 9, 2024, among Audacy Operations, Inc., the originators party thereto and Audacy New York, LLC
10.4		Amended and Restated Sale and Contribution Agreement, dated as of January 9, 2024, among Audacy Operations, Inc., Audacy New York, LLC and Audacy Receivables, LLC
10.5		Amended and Restated Performance Guaranty, dated as of January 9, 2024, between Audacy, Inc. and DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt AM Main
99.1		Press release, dated January 9, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: ~~January~~February 1021, 2024

Filing Compare · AUDACY, INC.