Audacy, Inc. (the “Company” or “Audacy”) announced that it is offering certain of its qualifying stockholders (“Preemptive Offerees”) the opportunity to exercise their preemptive right (the “Preemptive Right”) under the Shareholders’ Agreement among the Company and its stockholders (the “Shareholders’ Agreement”) to purchase up to 5,000,000 additional shares, in the aggregate, of the Company’s Class A Common Stock and Class B Common Stock (such stock, collectively, the “Common Stock”), at a purchase price of $20.00 per share (the “Issuance”). The Company intends to use the additional equity capital raised through the Issuance to repay existing debt.

Pursuant to Section 4.1 of the Shareholders’ Agreement, Preemptive Offerees are holders of Common Stock, preferred stock or securities of the Company convertible into or exchangeable or exercisable for such stock (as further described in the Shareholders’ Agreement, the “Company Securities”) that, together, are equal to or greater than 0.5% of the aggregate amount of Company Securities. Preemptive Offerees are entitled to exercise their Preemptive Right to purchase, on the same terms and conditions as the Company proposes to issue the Common Stock, up to that number of such Common Stock as to preserve their percentage of ownership of Company Securities (as further described in the Shareholders’ Agreement, a “Preemptive Portion”).

The consummation of the Issuance is subject to a number of terms and conditions set forth in detail in the packet (the “Preemptive Rights Packet”) that the Company has provided to each Preemptive Offeree in accordance with Section 4.1 of the Shareholders’ Agreement. A form of the Preemptive Rights Packet may be found on the Company’s password-protected shareholder website. The Issuance is only being made pursuant to the Rights Offering Notice and subject to the terms and conditions set forth in the documents contained in the Preemptive Rights Packet. Please visit www.audacyinc.com/shareholder-services/ to access the Company’s shareholder website and for additional information.

Preemptive Offerees must return their executed Election Notice and Subscription Agreement as soon as possible (with time being of the essence), but in any event no later than December 27, 2024. If Preemptive Offerees do not deliver a completed and executed Election Notice and Subscription Agreement by December 27, 2024, they will be deemed to have automatically irrevocably and unconditionally waived any and all rights to exercise their Preemptive Right. If Preemptive Offerees do not elect to exercise their Preemptive Right, their ownership interest in the Company will be diluted as a result of the Issuance. Please contact audacypreemptiverights.lwteam@lw.com for assistance.

About Audacy

Audacy, Inc. is a leading scaled, multi-platform audio content and entertainment company that connects with 200 million consumers. Powered by its exclusive, premium audio content that includes unrivaled leadership positions in news and sports radio, Audacy operates one of the country’s two scaled radio broadcasting groups, a rapidly growing direct-to-consumer digital audio platform, multiple audio networks, a major event business and a leading, award-winning podcast studio and network. Learn more at www.audacyinc.com, Facebook, X, LinkedIn and Instagram.

Disclaimer

This press release is for informational purposes only and is not an offer to purchase any securities. The Issuance is only being made pursuant to the Rights Offering Notice and subject to the terms and conditions set forth in the documents contained in the Preemptive Rights Packet as provided pursuant to the terms of the Shareholders’ Agreement. The Issuance is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of the Company, its affiliates, their respective board of directors, or any other person or advisor is making any recommendation as to whether or not Prospective Offerees should purchase their Preemptive Portion in connection with the Issuance, and neither the Company nor any other person or advisor has authorized any person to make any such recommendation.

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