Form 8-K RADIOSHACK CORP For: Dec 08

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section�13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December�8, 2014

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RADIOSHACK CORPORATION

(Exact name of registrant as specified in its charter)

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Registrant�s telephone number, including area code: (817)�415-3011

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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As previously announced, RadioShack Corporation (the �Company�) received a notice of default and acceleration, dated December�1, 2014 (the �Notice of Default�), under the Credit Agreement, dated as of December�10, 2013 (the �SCP Credit Agreement�), among the Company, certain subsidiaries of the Company that are designated as credit parties, the lenders party thereto and Salus Capital Partners, LLC.

The Company disagrees with the assertions contained in the Notice of Default that any event of default has occurred. As such, because the Company believes the alleged events of default do not exist, the Company also does not believe that the demand for the immediate payment of all obligations outstanding under the SCP Credit Agreement has any merit.

The Company intends to use a presentation in discussions with analysts, investors, lenders, vendors and other interested parties regarding this notice and related matters. A copy of this presentation is furnished as Exhibit 99.1 to this report.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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INDEX TO EXHIBITS

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TERM LENDERS� CLAIMED DEFAULTS Exhibit 99.1

Table of Contents � Overview � Claimed Defaults � RadioShack Position � Forward-Looking Statements 2

Overview � Claimed defaults purportedly arise under RadioShack�s $250 million term loan facility closed on December 10, 2013, with lending affiliates of Salus Capital Partners and Cerberus Business Finance (the �Term Lenders�) � Notice delivered by Salus Capital Partners, as the agent for the Term Lenders � Notice alleges breaches of certain covenants, demands immediate payment of all amounts owing to the Term Lenders and asserts other remedies under the Credit Agreement with the Term Lenders (the �SCP Credit Agreement�) � RadioShack disagrees with the assertions that any event of default has occurred � Accordingly, RadioShack does not believe that the demand for immediate payment or any other exercise of remedies has any merit � The lenders holding a majority of the loans and commitments under RadioShack�s ABL credit facility have indicated that they intend to continue to extend credit to RadioShack in accordance with the terms of the ABL credit facility 3

Claimed Defaults 1. Entry into the October 3, 2014 Recapitalization Agreement and the Amendment to RadioShack�s ABL Credit Facility allegedly constituted prohibited �affiliate� transactions 2. Conversion of revolving loans to term loans under the ABL Credit Facility allegedly resulted in a permanent reduction in revolving commitments causing an impermissible over- advance 3. Amendment to ABL Credit Facility allegedly breached the term loan facility by making limitations on RadioShack�s ability to make payments under the term loan more restrictive 4. A borrowing base certificate delivered by RadioShack under the ABL Credit Agreement allegedly overstated the ratio of the liquidation value of inventory to the cost of such inventory resulting in additional credit being made available to RadioShack in violation of the SCP Credit Agreement 4

RadioShack Position RadioShack believes that no event of default has occurred under the SCP Credit Agreement and that the demand for immediate payment or any other exercise of remedies is without merit The following pages set forth the Term Lenders� claims and RadioShack�s position 5

RadioShack�s Position on �Affiliate� Claim Term Lenders� Claim Entry into Recapitalization Agreement and Amendment to RadioShack�s ABL Credit Facility constituted prohibited transactions with �affiliates� of RadioShack because of Standard General�s participation and other mattters RadioShack�s Position Neither General Retail Holdings (�GRH�) nor General Retail Funding (�GRF�), the parties to the Recapitalization Agreement and Amendment at issue, is an �Affiliate� as defined in the SCP Credit Agreement 6

RadioShack�s Position on �Affiliate� Claim Term Lenders� Claim GRH and GRF are �Affiliates� because investors in such entities allegedly own more than 10% of the voting stock of RadioShack RadioShack�s Position 7 The stock ownership of GRH and GRF is 0%; conflating GRH and GRF with Standard General or other investors ignores their status as separate, substantial legal entities owned by disparate persons Even under expansive �Schedule 13D� concepts of beneficial ownership � which are not applicable in the SCP Credit Agreement definition of �Affiliate� � Standard General owns less than 10% of RadioShack�s voting stock

RadioShack�s Position on �Affiliate� Claim Term Lenders� Claim GRH is an �Affiliate� because it has the power to direct or cause the direction of the management and policies of RadioShack RadioShack�s Position 8 The power to direct or cause the direction of the management and policies of RadioShack is vested as a matter of law in RadioShack�s Board of Directors GRH had no representation on RadioShack�s Board of Directors, much less control of the Board, on October 3 rd and doesn�t today The RadioShack Board acted deliberately and independently GRH�s right to designate directors if the transactions contemplated by the Recapitalization Agreement occur next year did not give GRH control over RadioShack on October 3 rd or today

RadioShack�s Position on �Affiliate� Claim Term Lenders� Claim GRH is an �Affiliate� because it has the power to direct or cause the direction of the management and policies of RadioShack RadioShack�s Position 9 The transaction committee consisting of three RadioShack representatives and three GRH representatives does not confer control to GRH GRH does not control the committee and the committee does not control RadioShack; the committee has only limited oversight and coordination functions; it has no power to direct the management or policies of, or obligate, RadioShack

RadioShack�s Position on �Affiliate� Claim Term Lenders� Claim RadioShack�s covenants in the Recapitalization Agreement to indemnify its directors and officers allegedly constitute impermissible transactions by RadioShack with its �Affiliates� RadioShack�s Position Covenants are between RadioShack and GRH, not between RadioShack and its directors and officers Covenants are not transactions; they did not require any action by RadioShack and may not ever require any action by RadioShack Covenants don�t change pre-existing indemnification and related rights granted to RadioShack�s directors and officers under RadioShack�s bylaws and individual indemnification agreements Covenants are customary and permitted under ordinary course exception contained in the SCP Credit Agreement 10

RadioShack�s Position on Over-Advance Claim Term Lenders� Claim Conversion of revolving loans to term loans under ABL Credit Facility resulted in a permanent reduction in revolving commitments causing impermissible over-advance RadioShack�s Position The aggregate amount of Revolving Loan Commitments remains $535 million Revolving Loan Commitments, as defined in the SCP Credit Agreement, were not permanently reduced under the Amendment Lenders holding Revolving Loan Commitments made revolving loans, which were converted to term loans 11

RadioShack�s Position on Payment Restriction Claim Term Lenders� Claim Amendment to ABL Credit Facility breached the term loan facility by making limitations on RadioShack�s ability to make payments under the term loan more restrictive RadioShack�s Position The changes did not make applicable provisions limiting RadioShack�s ability to make payments under the term loan more restrictive in any respect 12

RadioShack�s Position on Borrowing Base Claim Term Lenders� Claim A borrowing base certificate delivered by RadioShack under the ABL Credit Agreement allegedly overstated the ratio of the liquidation value of inventory to the cost of such inventory resulting in additional credit being made available to RadioShack in violation of the SCP Credit Agreement RadioShack�s Position RadioShack has never reflected an inventory liquidation value on its borrowing base certificate that was not permitted by or was otherwise inconsistent with the inventory appraisal obtained by the ABL Agent and then in effect in accordance with the terms of the ABL Credit Agreement and other related loan documents 13

Forward-Looking Statements 14 This presentation contains forward-looking statements, as referenced in the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect management�s current views. These statements can be identified by the fact that they include words like �our position,� �RadioShack�s position,� �expect� and other words with similar meaning, and include all statements regarding RadioShack�s position as to the alleged defaults described above. These statements involve risks and uncertainties that could cause actual outcomes or circumstances to differ materially from those expressed or implied in this presentation, including (1) that the ultimate determination of these matters is outside of RadioShack�s control and may be influenced by facts unknown to RadioShack, and as such RadioShack may be unable to successfully dispute the allegations of defaults under the term loan credit facility, (2) the potential consequences of those allegations, including the exercise of lender remedies, (3) potential adverse effects on relationships between the Company and its business partners, other creditors (including in relation to cross-default provisions in our other credit agreement or debt indenture) and third parties, including suppliers, employees and customers, (4) the potential inability of the Company to successfully complete the proposed restructuring transactions, refinance its debt and the Company�s turnaround plan, and (5) the continued availability of working capital financing. Any or all of these matters would have a material adverse effect on RadioShack�s liquidity and financial viability. Additional information regarding risk factors relevant to RadioShack is included in RadioShack�s filings with the SEC, including its most recent Annual Report on Form 10-K for the year ended Dec. 31, 2013 and Quarterly Reports on Form 10-Q. RadioShack specifically disclaims any duty to update any of the information set forth in this presentation, including any forward- looking statements. The description of the Notice of Default and related claims included in this presentation are qualified by its entirety by reference to the Notice of Default dated December 1, 2014, a copy of which was filed as an exhibit to a Current Report on Form 8-K, filed by the Company with the SEC on December 2, 2014.

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