Audacy, Inc. Announces 1-for-30 Reverse Stock Split
June 30 2023 - 8:00AM
Business Wire
As previously announced on June 6, 2023, Audacy, Inc. (NYSE:
AUD; OTC: AUDA) (the “Company” or “Audacy”) effected
a 1-for-30 reverse stock split of the Company’s Class A and Class B
common stock on June 30, 2023. The Company's Class A common stock
will begin trading on a split-adjusted basis at the opening of the
market on June 30, 2023, under a new CUSIP number, 05070N 202. At
the Annual Meeting of Shareholders held on May 24, 2023, the
Company’s shareholders approved a reverse stock split of the
Company's outstanding Class A and Class B common stock at a ratio
within a range between 1-for-two and 1-for-30, as determined by a
committee appointed by the Company’s Board of Directors. This
committee established the ratio on June 5, 2023, as has been
previously reported.
The 1-for-30 reverse stock split reduced the number of
outstanding shares of the Company’s Class A common stock from
approximately 137.5 million shares (excluding unvested restricted
stock) to approximately 4.6 million shares (excluding unvested
restricted stock) and reduced the number of outstanding shares of
the Company’s Class B common stock from approximately 4.0 million
shares to approximately 135 thousand shares. Proportional
adjustments were made to the number of shares of Audacy’s Class A
common stock subject to outstanding equity awards, as well as to
the applicable exercise prices.
Information for Audacy Shareholders
At the effective time of the reverse stock split, Audacy
shareholders received one share of Company Class A or Class B
common stock for every 30 shares of Class A or Class B common stock
held, as applicable. Record holders of Class A or Class B common
stock will receive a transaction statement with respect to the
exchange of such shares for post-reverse split shares. American
Stock Transfer & Trust Company, LLC, the transfer agent for the
Company’s common stock, will act as the exchange agent and may be
contacted at (877) 248-6417. No stock certificates will be issued
to reflect the reverse stock split.
Audacy did not issue fractional shares in connection with the
reverse stock split. Instead, any shareholders of Class A or Class
B common stock who would have been entitled to receive fractional
shares as a result of the reverse stock split will instead receive
cash payments in lieu of such fractional shares.
In connection with the reverse stock split, there was no change
to the total number of authorized shares of Company Class A or
Class B common stock as set forth in the Amended and Restated
Articles of Incorporation of the Company.
For more information on the reverse stock split, please refer to
Audacy’s proxy materials for the May 24, 2023 annual meeting of
shareholders, which can be accessed through the investor portion of
Audacy’s website at
https://audacyinc.com/investors/proxy-materials/ and on the United
States Securities and Exchange Commission’s (“SEC”) EDGAR website,
https://www.sec.gov/.
About Audacy
Audacy, Inc. (NYSE: AUD; OTC: AUDA) is a leading multi-platform
audio content and entertainment company with the country’s best
collection of local music, news and sports brands, a premium
podcast creator, major event producer, and digital innovator.
Audacy engages 200 million consumers each month, bringing people
together around content that matters to them. Learn more at
www.audacyinc.com, Facebook (Audacy Corp), Twitter (@AudacyCorp),
LinkedIn (@Audacy-Inc) and Instagram (@lifeataudacy).
Note Regarding Forward-Looking
Statements
This news announcement contains certain forward-looking
statements within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. These forward-looking statements are
based upon current expectations and involve certain risks and
uncertainties, including the Company’s ability to successfully
complete the reverse stock split. 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 SEC. 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20230630727595/en/
David Heim Audacy 908-472-3927 David.Heim@Audacy.com
Audacy (NYSE:AUD)
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