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Item 1.01.
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Entry into a Material Definitive Agreement
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Indenture for 6.750% Senior Secured Second-Lien Notes due 2029
On March 25, 2021, Entercom Media Corp. (the “Issuer”), a wholly owned subsidiary of Entercom Communications Corp. (the “Company”), entered into an indenture, dated as of March 25, 2021 (the “Indenture”), among the Issuer, the guarantors named therein (the “Guarantors”) and Deutsche Bank Trust Company Americas, as trustee and as notes collateral agent, governing the terms of the Issuer’s $540,000,000 aggregate principal amount of 6.750% Senior Secured Second-Lien Notes due 2029 (the “Notes”). The Notes were issued on March 25, 2021.
The Notes were issued in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to persons outside of the United States pursuant to Regulation S under the Securities Act. The Notes are secured on a second-priority basis by liens on substantially all of the assets of the Issuer and the Guarantors and are fully and unconditionally guaranteed, jointly and severally, on a senior secured second-priority basis by each of the Guarantors. The Guarantors consist of each of the Issuer’s direct and indirect subsidiaries that guarantees the Issuer’s Credit Agreement, dated as of October 17, 2016, among the Issuer, as borrower, the guarantors named therein, the lenders named therein, and JPMorgan Chase Bank, N.A., as administrative agent, which governs the Issuer’s revolving credit facility (the “Revolver”) and senior secured term loan facility (the “Term Loan” and, together with the Revolver, the “Senior Credit Facilities”).
The Notes and the related guarantees have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
The Notes bear interest at a rate of 6.750% per year. Interest on the Notes is payable semiannually in arrears on March 31 and September 30 of each year, beginning on September 30, 2021. The Notes will mature on March 31, 2029, subject to earlier repurchase or redemption in accordance with the terms of the Indenture.
The Issuer may redeem some or all of the Notes at any time, or from time to time, on or after March 31, 2024, at the following prices:
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Year
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Notes
percentage
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2024
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103.375
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%
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2025
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101.688
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%
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2026 and thereafter
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100.000
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%
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together with accrued and unpaid interest, if any, to, but excluding, the date of redemption. Prior to March 31, 2024, the Issuer may redeem up to 40% of the aggregate principal amount of the Notes from the proceeds of certain equity offerings at a redemption price of 106.750% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. In addition, the Issuer may redeem some or all of the Notes at any time, or from time to time, prior to March 31, 2024, at a price equal to 100% of the principal amount of the Notes to be redeemed plus the applicable “make-whole” premium plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. If the Issuer or its subsidiaries experience certain kinds of changes of control accompanied by a decline in the rating of the Notes, the Issuer may be required to make an offer to repurchase the Notes.