Item 2.02. Results of Operation and Financial Condition.
The information set forth in Item 7.01 under the heading "Preliminary Operating
Results for the Quarter Ended September 30, 2021" is incorporated by reference
into this Item 2.02.
Item 7.01. Regulation FD Disclosure.
Audacy, Inc. (NYSE: AUD) (the "Company") announced today that Audacy Capital
Corp. (formerly known as Entercom Media Corp., the "Issuer"), its wholly owned
subsidiary, plans to offer, subject to market conditions and other factors,
$45 million in aggregate principal amount of the Issuer's 6.500% senior secured
second-lien notes due 2027 (the "Offering").
The Company is in the process of completing a small digital acquisition for
approximately $40 million and expects to fund this acquisition through a draw on
the Issuer's revolving credit facility ("Revolver"). This acquisition is
expected to close in October 2021, subject to customary closing conditions. The
Company intends to use the net proceeds from the Offering (after deducting
discounts and commissions and paying offering-related expenses) to repay
outstanding amounts under the Issuer's term loan to offset the impact of the
Revolver draw. This offering is not conditioned upon the consummation of the
acquisition, nor is the acquisition conditioned on the consummation of this
offering.
In connection with the Offering, the Company is disclosing the following
estimated preliminary financial results:
Preliminary Operating Results for the Quarter Ended September 30, 2021
(Unaudited)
For the quarter ended September 30, 2021, the Company estimates its total
revenues to be between $327 million and $330 million or up 22% to 23% compared
to the same period in 2020.
The Company's estimate of total revenues for the quarter ended September 30,
2021 above has been prepared by, and is the responsibility of, the Company's
management, has been derived from preliminary results of operations data and is
subject to the completion of the Company's financial closing procedures for this
period. These preliminary results of operations data reflect management's
estimates based solely upon information available to it as of the date hereof
and are not a comprehensive statement of the Company's financial results for the
quarter ended September 30, 2021. The Company has provided a range for the
preliminary estimated operating results described above primarily because its
financial closing procedures for the quarter ended September 30, 2021 are not
yet complete. The Company expects to complete its financial closing procedures
for the quarter ended September 30, 2021 later in October 2021. Accordingly,
there is a possibility that actual results may vary materially from these
preliminary operating results, and they should not be considered a substitute
for the unaudited financial statements for the quarter ended September 30, 2021,
once they become available. The preliminary financial data has been prepared by,
and is the responsibility of, Audacy management. Grant Thornton LLP has not
audited, reviewed, compiled, or applied agreed-upon procedures with respect to
the preliminary financial data. Accordingly, Grant Thornton LLP does not express
an opinion or any other form of assurance with respect thereto.
The information furnished under Items 2.02 and 7.01 herein is not deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
is not subject to the liabilities of that section and is not deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended.
Item 8.01. Other Events.
On October 13, 2021, the Company issued a press release announcing, among other
things, the launch of the Offering and the potential completion of the digital
acquisition. A copy of this press releases is filed with this Current Report on
Form 8-K as Exhibit 99.1.
Cautionary Statement Regarding Forward-Looking Statements
The Company has made statements in this Current Report on Form 8-K, including
the preliminary operating results data, that are forward-looking within the
meaning of the U.S. federal securities laws. Forward-looking statements
generally relate to future events and include, without limitation, projections,
forecasts and estimates about possible or assumed future results of the
Company's business, financial condition, liquidity, results of operations, plans
and objectives. In some cases, you can identify forward-looking statements
because they contain words such as "believe," "expect," "could," "may," "might,"
"will," "would," "should," "seek," "likely," "intend," "plan," "pro forma,"
"target," "project," "estimate," "predict," "potential," or "anticipate" or the
negative of these words and phrases or other similar words or phrases that
concern our expectations, strategy, plans or intentions. Such statements
include, but are not limited to, statements about the completion
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and related timing of an asset acquisition and the Company's preliminary
operating results for the quarter ended September 30, 2021. These
forward-looking statements relate to future events or future financial
performance and necessarily reflect management's expectations and assumptions
that, while considered reasonable by the Company and its management, are
inherently uncertain. Factors that may cause actual results to differ materially
from current expectations include, but are not limited to, those factors
described under the sections entitled "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
Company's Annual Report on Form 10-K for the year ended December 31, 2020, as
updated by any subsequent Quarterly Report on Form 10-Q, in each case as filed
with the Securities and Exchange Commission. These factors may not be
exhaustive, and the Company cannot predict the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
predicted in any forward-looking statements. Nothing in this Current Report on
Form 8-K should be regarded as a representation by any person that the
forward-looking statements set forth herein will be achieved. Investors should
not place undue reliance on forward-looking statements. Forward-looking
statements speak only as of the date they are made, and the Company undertakes
no obligation to update or revise forward-looking statements to reflect changed
assumptions, the occurrence of unanticipated events or changes to future
operating results over time, unless required by law.
This communication does not constitute an offer to sell, or a solicitation of an
offer to buy, securities in any jurisdiction. The Offering has not been and will
not be registered under the Securities Act of 1933, as amended, and will be made
pursuant to applicable exemptions from the registration requirements thereof.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release, dated October 13, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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