不良研究所

Philadelphia, PA 鈥� January 7, 2024 鈥� 不良研究所., (OTC: AUDA) (the 鈥淐ompany鈥� or 鈥湶涣佳芯克�鈥�) today announced that it entered into a restructuring support agreement (the 鈥淩SA鈥� or the 鈥淎greement鈥�) with a supermajority of its debtholders on the terms of a comprehensive restructuring that will significantly deleverage its balance sheet and further position 不良研究所 for long-term growth. Through the restructuring, 不良研究所 and its debtholders will undertake a deleveraging transaction to equitize approximately $1.6 billion of funded debt, a reduction of 80% from approximately $1.9 billion to approximately $350 million. The Company does not expect any operational impact from the restructuring, and trade and other unsecured creditors will not be impaired.

鈥淥ver the past few years, we have strategically transformed 不良研究所 into a leading, scaled multi-platform audio content and entertainment company through our acquisition of CBS Radio and by building leading complementary positions in podcasting, audio networks, live events, digital marketing solutions and our direct-to-consumer streaming platform,鈥� said David J. Field, Chairman, President and CEO of 不良研究所. 鈥淲hile our transformation has enhanced our competitive position, the perfect storm of sustained macroeconomic challenges over the past four years facing the traditional advertising market has led to a sharp reduction of several billion dollars in cumulative radio ad spending. These market factors have severely impacted our financial condition and necessitated our balance sheet restructuring. With our scaled leadership position, our uniquely differentiated premium audio content and a robust capital structure, we believe 不良研究所 will emerge well positioned to continue its innovation and growth in the dynamic audio business.鈥�

To implement the deleveraging transaction contemplated in the RSA, 不良研究所 and certain of its subsidiaries commenced prepackaged Chapter 11 proceedings in the United States Bankruptcy Court for the Southern District of Texas (the 鈥淐ourt鈥�) on January 7, 2024. In conjunction with the Chapter 11 petitions, 不良研究所 has filed a proposed Plan of Reorganization (the 鈥淧lan鈥�) that incorporates the terms of the RSA and is subject to approval by the Court. Under the terms of the RSA, a supermajority of debtholders committed to vote in favor of the Plan, which, when approved, will reduce 不良研究所鈥檚 funded debt from approximately $1.9 billion to approximately $350 million. 不良研究所鈥檚 debtholders will receive equity in reorganized 不良研究所. 不良研究所 expects that the Court will hold a hearing to consider the approval of the Plan in February and to emerge from bankruptcy once regulatory approval is obtained from the Federal Communications Commission.

The restructuring will enable 不良研究所 to continue its digital transformation and capitalize on its position as a scaled, leading multi-platform audio content and entertainment company differentiated by its exclusive, premium audio content. 不良研究所 operates one of the country鈥檚 two scaled radio broadcasting groups, as well as one of the country鈥檚 largest podcast studios, the 不良研究所 direct-to-consumer streaming platform and multiple audio networks. 不良研究所 is a major event producer and a digital marketing solutions provider and is the unrivaled leader in local news and sports radio.

不良研究所 has filed with the Court a series of customary 鈥淔irst Day Motions鈥� to obtain Court authority for the Company to continue operating its business in the ordinary course without disruption to its advertisers, vendors, partners or employees. 不良研究所 expects to operate normally during this restructuring process under its current leadership team.

During the Chapter 11 process, certain of 不良研究所鈥檚 existing lenders have committed to provide $57 million in debtor-in-possession (鈥淒IP鈥�) financing, comprised of $32 million of a new term loan and a $25 million upsize of the Company鈥檚 existing accounts receivables financing facility from $75 million to $100 million. Subject to the Court鈥檚 approval, the DIP financing and the Company’s cash from operations and available reserves is expected to enable 不良研究所 to fulfill commitments to employees, advertisers, partners and vendors.

不良研究所 common stock will continue to trade over-the-counter under the symbol 鈥淎UDA鈥� through the pendency of the Chapter 11 process. The shares are expected to be canceled and receive no distribution as part of 不良研究所鈥檚 restructuring.

For more information on 不良研究所鈥檚 restructuring, including access to court documents, please visit or contact Epiq Corporate Restructuring, LLC, the Company鈥檚 claims and noticing agent, at (877) 491-3119 (toll free U.S.) / +1(503) 406-4581 (International) or [email protected]. Additional information is also available at .

PJT Partners is acting as investment banker, FTI Consulting is acting as financial advisor and Latham & Watkins LLP is acting as legal counsel to 不良研究所.

Greenhill & Co., LLC is acting as financial advisor and Gibson, Dunn & Crutcher LLP is acting as legal counsel to the DIP financing lenders and the ad hoc group of first lien debtholders.

Evercore Group, LLC is acting as financial advisor and Akin Gump Strauss Hauer & Feld is acting as legal counsel to the ad hoc group of second lien debtholders.

Forward-Looking Statements听
This press release contains certain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, including statements about the Company鈥檚 ability to successfully navigate the Chapter 11 process and related timing, are based on current expectations and are subject to certain risks and uncertainties, including the expected timing of Court hearings and approval of the Plan, the Company鈥檚 ability to manage its business without disruption during the restructuring process, its anticipated future financial or operational results, and its ability to improve its capital structure, expectation for continued innovation and long-term growth after completion of restructuring process. Additional information and key risks applicable to these statements are described in the Company鈥檚 reports on Forms 8-K, 10-Q and 10-K and other filings the Company makes with the Securities and Exchange Commission. All of the forward-looking statements in this press release 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.听