Spanish Broadcasting System Files Prepackaged Chapter 11
A Delaware filing seeking to exchange approximately $310 million in 9.750% senior secured notes for $70 million in new notes due 2030 and 100% of the new common stock, with confirmation contemplated within 55 days of the petition date and an effective date keyed to FCC approval.
The Filing at a Glance
Spanish Broadcasting System, Inc., a Spanish-language media company operating radio stations, television programming, and digital properties across the largest U.S. Hispanic markets, filed a Joint Pre-Packaged Chapter 11 Plan of Reorganization on May 11, 2026, in the United States Bankruptcy Court for the District of Delaware (Case No. 26-10708 (BLS)). The plan would exchange approximately $310 million in existing 9.750% senior secured notes for $70 million in new senior secured notes due 2030 and 100% of the new common stock of the reorganized entity. The first-day declaration filed in support of the petitions states that holders of more than 90% of the company’s funded indebtedness have signed the Restructuring Support Agreement underpinning the plan.
Company Background and Business Operations
Founded in 1983 and headquartered in Miami, Spanish Broadcasting System serves as the parent of more than 50 affiliated debtor entities and describes itself as a cross-platform media company connecting U.S. Hispanic audiences across radio, television, and digital channels. The company reincorporated in Delaware in 1994 and completed an initial public offering in 1999. SBS terminated the registration of its securities and suspended its SEC reporting obligations in 2020.
The debtors operate 17 radio stations in the largest U.S. Hispanic markets, including New York City, Los Angeles, Miami, Houston, Chicago, San Francisco, Orlando, Tampa, and Puerto Rico. The first-day declaration identifies WSKQ in New York City as the number-one ranked station in that market by average quarter-hour listenership. SBS also operates AIRE Radio Networks, a national platform with more than 250 Spanish-language affiliate stations serving 79 U.S. Hispanic markets.
The television business operates under the MegaTV brand, with owned and operated stations in South Florida and additional distribution through programming and carriage agreements, including national distribution on a subscriber basis. MegaTV launched in 2006 and expanded to Puerto Rico in 2008. Digital operations include the LaMusica mobile application, which provides Spanish-language audio and video streaming, and HitzMaker, a platform for aspiring artists. The company also operates DigIdea, a digital marketing department. SBS Entertainment produces more than 40 live concerts and events each year in the United States and Puerto Rico, including recurring marquee productions such as CaliBash, Cubatonazo, MegaBash, MiamiBash, and Mega Mezcla.
Prepetition Capital Structure
As of the petition date, the debtors’ funded debt consisted of $310 million in aggregate principal amount of 9.750% Senior Secured Notes due 2026, issued on February 17, 2021, under an indenture with Wilmington Trust, National Association as trustee and collateral agent. Interest on the existing notes accrued at 9.75% per annum and was payable semi-annually. SBS also entered into a $15 million senior secured asset-based revolving credit facility on the same date as the original notes issuance. The debtors prepaid and terminated the revolver on October 20, 2025, in advance of its October 27, 2025 scheduled maturity. The first-day declaration estimates approximately $15 million in unpaid trade payables outstanding as of the petition date.
The equity capital structure consists of Series C convertible preferred stock, Class A common stock, and Class B common stock, with the Class B common stock carrying ten votes per share. All existing preferred and common equity interests would be cancelled under the plan, and existing equity holders would receive no distribution.
Events Leading to the Chapter 11 Filing
The first-day declaration attributes the company’s liquidity position to a combination of macroeconomic and market-specific pressures that compressed advertising revenue ahead of the existing notes’ maturity. The shift in audio consumption toward on-demand streaming and podcasting has drawn listenership and advertiser dollars away from linear radio. Operational costs across radio, television, and digital media have risen with expanding technology requirements and rising costs for music licensing and entertainment talent. Constrained access to capital limited the company’s ability to invest in growth channels while servicing its existing debt load.
Political advertising revenue, historically a meaningful contributor during election cycles, has declined because SBS’s largest markets (New York, Florida, California, and Illinois) have not been competitive in recent federal elections. The Los Angeles market was further affected in 2025 by reduced overall broadcast advertising demand and impairment charges tied to the January 2025 wildfires in the region.
The Pre-Packaged Plan of Reorganization
The plan was solicited prepetition in accordance with Sections 1125 and 1126 of the Bankruptcy Code and would constitute a separate plan for each of the more than 50 debtor entities, though it is proposed jointly for administrative purposes. Solicitation began on the morning of May 11, 2026, prior to the filing of the voluntary petitions, and the first-day declaration states that more than 90% of holders of the existing notes have agreed to support the plan.
Deleveraging Magnitude
77%Reduction in funded indebtedness if the plan is confirmed as proposed, from $310 million in existing notes to $70 million in new notes. The interest rate on the funded debt would remain at 9.750%, but the maturity would extend from 2026 to 2030, and the Required Consenting Creditors would have the option to pay interest in kind in whole or in part.
Plan Mechanics
New Secured Notes. Holders of existing notes would receive their pro rata share of $70 million in new 9.750% Senior Secured Notes due 2030 issued by Reorganized SBS. Interest on the new notes may, at the option of the Required Consenting Creditors, be paid in kind in whole or in part.
New Equity. Existing noteholders would also receive 100% of the new common stock of the reorganized entity, subject to dilution solely by a management incentive plan reserving up to 10% of fully diluted new common stock for management employees and non-employee directors.
DIP Financing. The debtors arranged a $30 million debtor-in-possession term loan facility with Brigade Agency Services LLC serving as DIP agent. The facility is backstopped by certain holders of the existing notes, with all noteholders given an opportunity to participate on a pro rata basis subject to compliance with the Restructuring Support Agreement. At the election of the Required DIP Lenders, the DIP claims may be either repaid in full in cash (with a 2.00% exit premium payable on funded loans and unfunded commitments) or converted into new 9.750% Superpriority Senior Secured Notes due 2030. If the DIP Conversion Election is made, the $70 million new secured notes amount would be reduced on a dollar-for-dollar basis by the amount of superpriority notes issued.
Corporate Governance. The initial members of the new board of directors of the reorganized company would be selected in accordance with a Governance Term Sheet attached to the Restructuring Support Agreement. Executive employment agreements for key leadership are to be executed on or prior to the effective date.
Treatment of Claims and Interests
The plan classifies claims and interests into nine classes. The debtors seek non-consensual confirmation (cramdown) pursuant to Section 1129(b) of the Bankruptcy Code with respect to Classes 7, 8, and 9, each of which is deemed to have rejected the plan. General unsecured claims would be paid in full in cash, consistent with the “full pay” structure described in the first-day declaration. The plan expressly excludes any deficiency claims arising from the existing notes from the general unsecured class.
| Class | Designation | Treatment | Voting Status |
|---|---|---|---|
| 1 | Other Priority Claims | Unimpaired, paid in full in cash | Presumed to accept |
| 2 | Existing Notes Claims | Impaired; receive New Secured Notes and 100% of New Common Stock | Entitled to vote |
| 3 | Other Secured Claims | Unimpaired, paid in full or reinstated | Presumed to accept |
| 4 | General Unsecured Claims | Unimpaired, paid in full in cash | Presumed to accept |
| 5 | Intercompany Claims | Reinstated, compromised, or cancelled | Not entitled to vote |
| 6 | Intercompany Interests | Reinstated or cancelled | Not entitled to vote |
| 7 | Issuer Preferred Equity Interests | Impaired, cancelled with no distribution | Deemed to reject |
| 8 | Issuer Common Equity Interests | Impaired, cancelled with no distribution | Deemed to reject |
| 9 | Section 510(b) Claims against Issuer | Impaired, cancelled with no distribution | Deemed to reject |
Post-Emergence Equity Allocation and Plan Support
The plan would direct 100% of the new common stock of Reorganized SBS to holders of the existing notes, subject to dilution by the Management Incentive Plan pool reserved for management employees and non-employee directors. The Management Incentive Plan reserves up to 10% of fully diluted new common stock, with the actual amount to be determined by the new board. Separately, the first-day declaration reports that more than 90% of holders of the existing notes have signed the Restructuring Support Agreement and support the plan.
FCC Regulatory Considerations
A condition precedent to the plan’s effective date is the receipt of approval from the Federal Communications Commission. Because the reorganized company’s subsidiaries hold FCC broadcast licenses, the issuance of new common stock to the existing noteholders constitutes a transfer of control of those licenses and triggers FCC consent requirements under applicable law.
The debtors would file an FCC Long Form Application and a Petition for Declaratory Ruling with the FCC as promptly as practicable prior to the effective date. The Petition for Declaratory Ruling is necessary because the reorganized entity may need to exceed the indirect foreign ownership limitations applicable to broadcast licensees under 47 U.S.C. § 310(b)(4), depending on the composition of the noteholder group receiving equity.
The Only Unwaivable Condition
FCC approval is the only effective date condition that the debtors and the Required Consenting Creditors cannot waive. The Restructuring Support Agreement accordingly permits the effective date to occur as much as 180 days after entry of the confirmation order, an interval longer than in many prepackaged cases. The first-day declaration states that the additional runway is intentional and reflects the time needed to obtain the required FCC consents.
Case Milestones
The Restructuring Support Agreement establishes an accelerated schedule on the confirmation track, with FCC approval pushing the outside effective date considerably further out than in a typical prepackaged case. The table below summarizes the milestones disclosed in the first-day declaration.
| Milestone | Deadline | Status |
|---|---|---|
| Petition Date | No later than May 23, 2026 | Filed May 11, 2026 |
| Plan, Disclosure Statement, and First Day Pleadings | Within 1 business day of Petition Date | Filed May 11, 2026 |
| Interim DIP Order | Within 3 business days of Petition Date | Entered May 13, 2026 |
| Final DIP Order | No later than 55 days after Petition Date | Pending |
| Combined Disclosure Statement and Confirmation Order | No later than 55 days after Petition Date | Pending |
| Combined Hearing (Requested by Debtors) | Week of June 22, 2026 | Pending |
| Plan Effective Date | No later than 180 days after Confirmation Order | Pending |
Releases, Exculpation, and Other Plan Provisions
The plan includes comprehensive third-party releases, debtor releases, and exculpation provisions. Released parties would include the debtors, the reorganized debtors, the consenting creditors, the ad hoc committee, the DIP secured parties, the existing trustee, and the new trustees, along with their respective current and former directors, officers, employees, and advisors. A holder of a claim or interest that objects to the plan is deemed to have opted out of the releases and would not be a released party. Exculpated parties, including the debtors’ estates, retained professionals, and fiduciaries who serve between the petition date and the effective date, would be shielded from liability except for acts constituting actual fraud, willful misconduct, or gross negligence.
All transfers of property under the plan would be exempt from stamp taxes, recording taxes, sales and use taxes, and similar governmental assessments pursuant to Section 1146 of the Bankruptcy Code. Prepetition solicitation of the new securities relied on exemptions under Section 4(a)(2) of the Securities Act of 1933, Regulation D, Rule 144A, and Regulation S. Post-confirmation distributions would rely on Section 1145 of the Bankruptcy Code, with securities issued under Section 4(a)(2) and Regulation D bearing customary legends and transfer restrictions.
All executory contracts and unexpired leases would be assumed by the reorganized debtors as of the effective date, unless specifically listed on a schedule of rejected contracts to be included in the plan supplement. Change-of-control provisions in assumed contracts would be deemed modified to permit assumption without triggering default rights.