Spanish Broadcasting System - Chapter 11 Plan Terms

Plan / RSA Terms

Overview

• Spanish Broadcasting System, Inc. and its affiliates, as debtors and debtors in possession (the “Debtors”), propose the Joint Pre-Packaged Chapter 11 Plan of Reorganization of Spanish Broadcasting System, Inc. and Its Debtor Affiliates (the “Plan”) pursuant to section 1121(a) of the Bankruptcy Code.
  • Although proposed jointly for administrative and distribution purposes, the Plan constitutes a separate plan for each Debtor, and each Debtor is a proponent of the plan within the meaning of section 1129 of the Bankruptcy Code.
• The Debtors filed the Plan on May 11, 2026 with the United States Bankruptcy Court for the District of Delaware (the “Court”). On June 23, 2026, the Debtors filed the Revised Joint Pre-Packaged Chapter 11 Plan (the “Revised Plan”), and on June 25, 2026 the Court held the hearing to consider final approval of the Revised Plan (the “Confirmation Hearing”). As discussed on the record at the Confirmation Hearing, the Debtors amended the Revised Plan to address comments from the Court and certain parties in interest and filed the resulting amended plan on June 30, 2026 (the “Amended Plan”).
• The Plan contemplates a reorganization around “Reorganized SBS,” which, as determined by the Debtors and the Required Consenting Creditors, will be either (a) Spanish Broadcasting System, Inc. (the “Issuer”) or any of its successors or assigns, or (b) a new corporation, limited liability company, or partnership formed to, among other things, directly or indirectly acquire substantially all of the assets and/or stock of the Debtors and issue the New Common Stock to be distributed under the Plan.

Restructuring Support Agreement

• The Plan is supported by that certain Restructuring Support Agreement (the “RSA”), dated as of April 3, 2026, by and among the Debtors and the Initial Consenting Creditors, with the Restructuring Term Sheet attached as Exhibit B thereto.
  • “Consenting Creditors” are the Holders of Existing Notes Claims that have executed and delivered counterpart signature pages or a joinder to the RSA, and the “Initial Consenting Creditors” are those Consenting Creditors that were party to the RSA on the Agreement Effective Date.
  • “Required Consenting Creditors” means those Consenting Creditors holding greater than 50.1% of the aggregate outstanding principal amount of the Existing Notes Claims held by all Consenting Creditors, and “Required DIP Lenders” means the “Required Lenders” as defined in the DIP Credit Agreement.
• An ad hoc committee of Holders of Existing Notes Claims (the “Ad Hoc Committee”) is represented by Milbank LLP and Richards, Layton & Finger, P.A., as counsel, and M3 Advisory Partners, LP, as financial advisor.

Consent Rights

• Any and all consent rights of the Consenting Creditors or the Initial Consenting Creditors, as applicable, set forth in the RSA with respect to the form and substance of the Plan, all exhibits to the Plan, the Plan Supplement, and the Definitive Documents—including any amendments, restatements, supplements, or other modifications, and any consents, waivers, or other deviations—are incorporated into the Plan by reference and shall be fully enforceable as if stated in full.
  • Failure to reference such rights as they relate to any document referenced in the RSA shall not impair such rights and obligations.

DIP Financing

• The Plan is supported by a $30 million debtor-in-possession term loan facility (the “DIP Facility”), with the Issuer as DIP Borrower, Brigade Agency Services LLC as DIP Agent, and the DIP Lenders providing funding, as evidenced by the Senior Secured Super-Priority Debtor-in-Possession Credit and Guaranty Agreement (the “DIP Credit Agreement”) and approved by the DIP Orders.
• The DIP Claims shall be Allowed in the full amount owing under the DIP Facility as of the Effective Date. In full and final satisfaction of its Allowed DIP Claim, each Holder shall receive, on the Effective Date (unless otherwise agreed):
  • (a) indefeasible payment in full in Cash, plus its DIP Exit Premium in Cash; or
  • (b) in the event the Required DIP Lenders make a DIP Conversion Election, (i) its Pro Rata share of accrued but unpaid interest and expenses (including Transaction Expenses) in Cash, and (ii) its Pro Rata share of New Superpriority Secured Notes (inclusive of principal, premiums, and all other amounts due and owing under the DIP Facility Documents, excluding the accrued interest and expenses paid in Cash).
• The “DIP Exit Premium” is an exit premium equal to 2.00% of each DIP Lender’s funded DIP Loans and unfunded commitments under the DIP Facility, payable in Cash if the DIP Facility is repaid in Cash or, if the Required DIP Lenders make a DIP Conversion Election, paid in kind in the form of additional New Superpriority Secured Notes.

DIP Conversion and New Superpriority Secured Notes

• The “DIP Conversion Election” is the election taken by the Required DIP Lenders, in their sole discretion, to elect that all of the DIP Claims be paid in the form of New Superpriority Secured Notes instead of payment in Cash.
  • Following such election, on the Effective Date, Reorganized SBS shall cause the DIP Loans to be converted into newly issued New Superpriority Secured Notes in accordance with the Restructuring Transactions Memorandum and on the terms set forth in the RSA.
• The “New Superpriority Secured Notes” are new 9.750% Superpriority Senior Secured Notes due 2030 to be issued by Reorganized SBS, payable to the DIP Lenders (including, for the avoidance of doubt, the DIP Exit Premium) in the event of a DIP Conversion Election.
• In the event the Required DIP Lenders make the DIP Conversion Election, the New Superpriority Secured Notes Trustee and the New Secured Notes Trustee shall enter into the New Secured Notes Intercreditor Agreement, in form and substance acceptable to the Required Consenting Creditors.

New Secured Notes

• On the Effective Date, Reorganized SBS shall issue the New Secured Notes—new 9.750% Senior Secured Notes due 2030—in accordance with the Restructuring Transactions Memorandum and on the terms set forth in the RSA.
  • The “New Secured Notes Amount” is $70 million; provided, that in the event of the DIP Conversion, the New Secured Notes Amount will be decreased on a dollar-for-dollar basis by the amount of New Superpriority Secured Notes that are issued.
  • All or a portion of the interest on the New Secured Notes may, at the option of the Required Consenting Creditors, be paid in kind, as further provided for in the New Secured Notes Documents.

New Common Stock

• On the Effective Date, Reorganized SBS shall issue or cause to be issued the New Common Stock—the common stock, limited liability company membership units, or functional equivalent of such interests of Reorganized SBS—in accordance with the Restructuring Transactions Memorandum, without the need for any further corporate, limited liability, or shareholder action and without further notice to or order from the Court.
  • All New Common Stock, when so issued, shall be duly authorized, validly issued, fully paid, and non-assessable.

Treatment of Existing Notes Claims (Class 2)

• The “Existing Notes” are those certain 9.750% senior secured notes due 2026 issued by the Issuer pursuant to the Existing Indenture, dated as of February 17, 2021, with Wilmington Trust, National Association, as Existing Trustee.
• Class 2 Existing Notes Claims shall be Allowed in an aggregate principal amount of approximately $310,000,000.00, plus all accrued and unpaid interest as of the Petition Date, fees, reimbursement obligations, prepayment premiums, and other obligations under the Existing Notes Documents.
• In exchange for the full and final satisfaction, release, and discharge of its Allowed Existing Notes Claim, each Holder shall receive on the Effective Date (or as soon as practicable thereafter) its Pro Rata share of the Existing Notes Claims Distribution, consisting of:
  • 100% of the New Secured Notes; and
  • 100% of the New Common Stock (subject to dilution solely by the Management Incentive Plan).
• Claims in Class 2 are Impaired, and each Holder of an Allowed Claim in Class 2 is entitled to vote to accept or reject the Plan.

Treatment of Other Claims and Interests

• DIP Claims, Administrative Claims, and Priority Tax Claims are unclassified (Administrative and Priority Tax Claims generally paid in full in Cash). Class 1 (Other Priority Claims), Class 3 (Other Secured Claims), and Class 4 (General Unsecured Claims) are Unimpaired and conclusively presumed to accept the Plan, with each such Holder generally paid in full in Cash or otherwise rendered Unimpaired. General Unsecured Claims exclude any deficiency Claims of the Existing Notes Claims.
• Class 5 (Intercompany Claims) and Class 6 (Intercompany Interests) are either Unimpaired (presumed to accept) or Impaired (deemed to reject); on the Effective Date, Intercompany Claims will be reinstated, compromised, or cancelled, and Intercompany Interests reinstated for administrative convenience, in each case as determined by the Debtors or Reorganized Debtors with the consent of the Required Consenting Creditors.
• On the Effective Date, Class 7 (Issuer Preferred Equity Interests), Class 8 (Issuer Common Equity Interests), and Class 9 (Section 510(b) Claims against the Issuer) shall be cancelled, and no Holder shall receive any distribution or retain any property or value on account thereof; each of Classes 7, 8, and 9 is Impaired and conclusively deemed to reject the Plan. For the avoidance of doubt, the Existing Common Stock shall be cancelled on the Effective Date.

Management Incentive Plan

• On or after the Effective Date, the Reorganized Debtors shall adopt and implement the Management Incentive Plan on the terms and conditions set forth in the RSA, reserving exclusively for management employees and non-employee directors a pool of up to 10% of the fully diluted New Common Stock (or equivalent equity units), as determined by the New Board.

Board and Governance

• The initial members of the boards of directors and the officers of the Reorganized Debtors will be selected in accordance with the Governance Term Sheet, attached as Exhibit 1 to the Restructuring Term Sheet, and the New Corporate Governance Documents as in effect on the Effective Date.
• On or prior to the Effective Date, Reorganized SBS shall enter into or assume, as applicable, the Executive Employment Agreements on the terms set forth in the Restructuring Term Sheet (including Exhibit 2 thereto), which shall be in form and substance reasonably acceptable to the applicable executive and the Required Consenting Creditors.

Restructuring Transactions

• The Restructuring Transactions Memorandum, to be included in the Plan Supplement, describes the steps to be carried out to effectuate the Restructuring Transactions in accordance with the Plan and shall, among other things, designate Reorganized SBS, the issuer of the New Secured Notes and, if applicable, the issuer of the New Superpriority Secured Notes.
  • The Restructuring Transactions and related documents shall be subject to and consistent with the RSA, including the consent rights set forth therein, as applicable.

FCC Licenses

• Prior to the Effective Date, the required FCC Applications shall be filed as promptly as practicable, including the FCC Long Form Application and the Petition for Declaratory Ruling, seeking the FCC’s consent to the Transfer of Control.
  • The “Transfer of Control” refers to the transfer of control of any of the Issuer’s subsidiaries that hold FCC Licenses as a result of the issuance of New Common Stock to Holders of Allowed Existing Notes Claims, and includes an assignment of the FCC Licenses from the Debtors as Debtors-in-Possession to the Reorganized Debtors intended to hold the FCC Licenses.
• The Debtors or Reorganized Debtors, as applicable, shall diligently prosecute the FCC Applications and shall promptly provide such additional documents or information requested by the FCC in connection with its review.

Comprehensive Settlement

• Pursuant to section 1123 of the Bankruptcy Code, and in consideration for classification, distributions, releases, and other benefits provided under the Plan, upon the Effective Date the provisions of the Plan will constitute a good-faith compromise and settlement of all Claims and Interests and controversies resolved pursuant to the Plan between and among the Debtors, the Existing Notes Trustee, Holders of Existing Notes Claims, and the Consenting Creditors.
  • Entry of the Confirmation Order shall constitute the Court’s approval of such compromise and settlement under section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, as well as a finding that the settlement is fair, equitable, within the range of reasonableness, and in the best interests of the Debtors, their Estates, and Holders of Claims and Interests.

Conditions Precedent

• Confirmation and consummation of the Plan are subject to satisfaction or waiver of certain conditions, including, among others:
  • The RSA shall be in full force and effect, with no default or Termination Event (or event that would give rise to a Termination Event upon expiration of the applicable grace period) that has occurred and is continuing unless waived in writing by the applicable Party, and shall not have been terminated as to any party in accordance with its terms.
  • The Plan shall have been confirmed and the Disclosure Statement approved, and the other Definitive Documents shall be in full force and effect and in form and substance consistent in all respects with the RSA and the consent rights set forth therein.
  • The Court shall have entered the DIP Orders as Final Orders, which shall not have been vacated, stayed, or modified without the prior written consent of the Debtors and the Required DIP Lenders.
  • The New Common Stock shall have been issued and delivered in accordance with the terms set forth in the RSA.
  • FCC Approval shall have been received.
• The conditions to the Effective Date (other than receipt of any required FCC Approval) may be waived only by the Debtors with the written consent of the Required Consenting Creditors; provided, that the conditions relating to the DIP Claims may only be waived with the consent of the Required DIP Lenders.

Releases

• The “Released Parties” and “Releasing Parties” include, among others, each Debtor and Reorganized Debtor, the Consenting Creditors, the Backstop Parties, the Ad Hoc Committee and each of its members, the Existing Trustee, the DIP Secured Parties, the DIP Lenders, the New Trustees, the New Superpriority Secured Noteholders (if applicable), and the New Secured Noteholders, together with all Holders of Existing Notes Claims who vote to accept the Plan, and those who abstain or reject but opt into the releases, along with their related persons and professionals.
  • Notwithstanding the foregoing, any Holder of a Claim or Interest that objects to the Plan (and thereby opts out of the releases) shall not be a “Released Party.”
• Pursuant to section 1123(b) of the Bankruptcy Code, on and after the Effective Date, each Released Party is deemed released and discharged by the Debtors, the Reorganized Debtors, and their Estates from any and all Causes of Action, including derivative claims, that the Debtors, the Reorganized Debtors, or their Estates would have been legally entitled to assert (the “Debtor Release”).
• As of the Effective Date, each Releasing Party is deemed to have released and discharged each Debtor, Reorganized Debtor, and Released Party from any and all Causes of Action, including derivative claims, that such Entity would have been legally entitled to assert (the “Third-Party Release”).
• Notwithstanding the foregoing, the Debtor Release and the Third-Party Release do not release, among other things: (a) any post-Effective Date obligations of any party under the Plan, any Restructuring Transaction, or any document executed to implement the Plan; (b) the rights of Holders of Allowed Claims to receive distributions under the Plan; (c) obligations under any contract or lease assumed by the Debtors or the Reorganized Debtors; and (d) any Claim or Cause of Action arising from an act or omission judicially determined by a Final Order to have constituted actual fraud, gross negligence, willful misconduct, or criminal conduct. The Third-Party Release additionally preserves the Debtors’ confidentiality and non-competition rights under employee agreements and any Retained Cause of Action.
• Entry of the Confirmation Order shall constitute the Court’s approval of both the Debtor Release and the Third-Party Release.

Exculpation

• Except as otherwise specifically provided in the Plan, no Exculpated Party shall have or incur, and each is exculpated from, any Cause of Action for any Claim related to any act or omission occurring from the Petition Date through and including the Effective Date in connection with the Chapter 11 Cases, the RSA, the Disclosure Statement, the Plan, or any Restructuring Transaction, except for claims determined in a final order to have constituted actual fraud, willful misconduct, or gross negligence.
  • The “Exculpated Parties” are the Debtors’ Estates, their retained professionals, and their respective fiduciaries, including the Debtors’ directors and officers holding such positions at any time between the Petition Date and Effective Date.

Injunction

• Except as otherwise expressly provided in the Plan or for obligations issued or required to be paid pursuant to the Plan or the Confirmation Order, all Entities holding Claims, Interests, or Causes of Action that have been released, discharged, or are subject to exculpation under the Plan (the “Enjoined Claims”) are permanently enjoined, from and after the Effective Date, from taking specified actions against the Debtors, the Reorganized Debtors, the Released Parties, or the Exculpated Parties, including commencing or continuing any action, enforcing or collecting any judgment, creating or enforcing any lien, and asserting any right of setoff, subrogation, or recoupment with respect to any such Enjoined Claims.

Transaction Expenses

• “Transaction Expenses” means any and all reasonable and documented fees and expenses (including reasonable attorney’s fees) incurred in connection with the Restructuring Transactions, the RSA, the DIP Facility, or the Plan of (a) the Ad Hoc Committee Advisors, (b) the Existing Trustee, (c) the DIP Agent, and (d) the DIP Lenders.
  • To the extent the Debtors have received an invoice at least one Business Day prior to the Effective Date, the Transaction Expenses incurred up to and including the Effective Date shall be paid in full in Cash on the Effective Date, without the need to file a fee application with, or obtain review or approval from, the Court.
  • In addition, the Debtors and the Reorganized Debtors, as applicable, shall continue to pay, when due, pre- and post-Effective Date Transaction Expenses, whether incurred before, on, or after the Effective Date.