8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 14, 2011

ENTERCOM COMMUNICATIONS CORP.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania	001-14461	23-1701044
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
401 City Avenue, Suite 809 Bala Cynwyd, Pennsylvania		19004
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (610) 660-5610

(Former Address of Principal Executive Offices)

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 (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On November 14, 2011, Entercom Communications Corp. issued a press release announcing that its wholly owned subsidiary Entercom Radio, LLC intends to offer in a private offering, subject to market conditions and other factors, $250 million aggregate principal amount of senior notes due 2019. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Current Report on Form 8-K under this Item 7.01 and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Exhibits

(d) Exhibits

A list of exhibits is set forth in the Exhibit Index which immediately precedes such Exhibit and is incorporated herein by reference.

Exhibit No.	Title
99.1	Entercom Communications Corp.’s Press Release, issued November 14, 2011.

SIGNATURE

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.

Entercom Communications Corp.

By:	/s/ Steve Fisher
	Steve Fisher
	Executive Vice President – Operations and Chief Financial Officer

Dated: November 14, 2011

EXHIBIT INDEX

Exhibit No.	Title
99.1	Entercom Communications Corp.’s Press Release, issued November 14, 2011.

EX-99.1

Exhibit 99.1

Entercom Communications Corp.

Announces Launch of $250 Million Senior Note Private Offering

(Bala Cynwyd, Pa. November 14, 2011) Entercom Communications Corp. (“Entercom” or the “Company”) (NYSE: ETM) announced today that its wholly owned finance subsidiary Entercom Radio, LLC (“Entercom Radio”) plans to offer in a private offering, subject to market conditions and other factors, $250 million aggregate principal amount of senior notes due 2019 (“Notes”). The Notes will be guaranteed by Entercom and all of Entercom Radio’s existing and future domestic, restricted subsidiaries that guarantee Entercom Radio’s debt under the new credit facilities to be entered into at the time of the closing of the offering (the “New Credit Facility”), other than Entercom Radio’s subsidiaries that hold no material assets other than Entercom’s FCC licenses (the “License Subsidiaries”), which will guarantee the Notes on a senior subordinated basis.

Entercom Radio intends to use the net proceeds from the offering, together with initial borrowings under the New Credit Facility and cash and cash equivalents, to repay its existing senior secured credit facilities, to pay fees and expenses in connection with the offering and the New Credit Facility and for general corporate purposes.

The Notes, the Entercom guarantee and the subsidiary guarantees have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements. This offering will be made only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (“Securities Act”), and to non-U.S. persons in accordance with Regulation S under the Securities Act.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Entercom Communications Corp. is the fourth largest radio broadcasting company in the United States, with a nationwide portfolio in excess of 100 stations in 23 markets, including San Francisco, Boston, Seattle, Denver, Portland, Sacramento and Kansas City.

Note Regarding Forward-Looking Statements

The information in this news release is being widely disseminated in accordance with the Securities and Exchange Commission’s Regulation FD.

This news announcement contains certain forward-looking statements that are based upon current expectations and certain unaudited pro forma information that is presented for illustrative purposes only and involves certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.

Additional information and key risks are described in the Company’s filings on Forms 8-K, 10-Q and 10-K with the Securities and Exchange Commission. Readers should note that these statements might be impacted by several factors including changes in the economic and regulatory climate and the business of radio broadcasting, in general. Accordingly, the Company’s actual performance may differ materially from those stated or implied herein. The Company assumes no obligation to publicly update or revise any forward-looking statements.

Contact:

Steve Fisher

Executive Vice President – Operations and Chief Financial Officer

610-660-5647