UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
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(I.R.S. Employer Identification No.) |
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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 (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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbols |
Name of each exchange on which registered | ||
| Series A Junior Participating Convertible Preferred Stock, par value $0.01 per share | ||||
| Series B Junior Participating Convertible Preferred Stock, par value $0.01 per share |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01. | Regulation FD Disclosure. |
On March 11, 2021, Entercom Communications Corp. (the “Company”) issued press releases announcing the plan to offer and the pricing, respectively, by Entercom Media Corp., its wholly owned subsidiary (the “Issuer”), of $540 million in aggregate principal amount of 6.750% senior secured second-lien notes due 2029 (the “New Secured Notes”). Copies of the press releases are attached as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K.
On March 11, 2021, the Issuer issued a conditional notice of redemption with respect to all of its $400 million aggregate principal amount of 7.250% senior notes due 2024 (the “Unsecured Notes”) in accordance with the indenture governing the Unsecured Notes (the “Redemption”). The Redemption is subject to the condition precedent that the Issuer consummates an offering of at least $500,000,000 principal amount of new debt (the “Condition”). The Condition will be fulfilled upon the closing of the offering of the New Secured Notes. Accordingly, the Issuer expects to redeem the Unsecured Notes on April 10, 2021 (the “Redemption Date”) at a redemption price equal to 103.625% of the principal amount plus accrued and unpaid interest to, but excluding, the Redemption Date.
The information in Item 7.01 of this Current Report on Form 8-K and Exhibits 99.1 and 99.2 attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference in any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
| Item 9.01. | Exhibits |
| (d) | Exhibits |
| Exhibit |
Title | |
| 99.1 | Entercom Communications Corp.’s Press Release, issued March 11, 2021. | |
| 99.2 | Entercom Communications Corp.’s Press Release, issued March 11, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the XBRL file). | |
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/ Andrew P. Sutor, IV | |
| Andrew P. Sutor, IV | ||
| Executive Vice President | ||
Dated: March 12, 2021
Exhibit 99.1
Entercom Announces Launch of $500 Million Offering of Senior Secured Second-Lien Notes
PHILADELPHIA, PA – March 11, 2021 – Entercom Communications Corp. (NYSE: ETM) (“Entercom”), a leading media and entertainment company and one of the largest radio broadcasters in the United States, announced today that Entercom Media Corp. (the “Issuer”), its wholly owned subsidiary, plans to offer, subject to market conditions and other factors, $500 million in aggregate principal amount of senior secured second-lien notes due 2029 (the “Notes”). The Issuer expects to use the net proceeds from the offering to redeem all of its 7.250% senior notes due 2024 and to partially repay existing indebtedness under our senior credit facilities.
The Notes will be fully and unconditionally guaranteed on a senior secured second-lien basis by each direct and indirect subsidiary of the Issuer that guarantees the Issuer’s senior secured credit facility. The Notes and the related guarantees will be secured on a second-priority basis by liens on substantially all of the assets of the Issuer and the guarantors.
The Notes will be offered in a private offering exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Notes will be offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and to certain persons outside the United States in reliance on Regulation S under the Securities Act.
The Notes have not been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration.
This press release is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Entercom
Entercom is a leading audio and entertainment company engaging over 170 million consumers each month through its iconic broadcast brands, expansive digital platform, premium podcast network and live events and experiences. With presence in every major U.S. market, and accessible on every device, Entercom delivers the industry’s most compelling live and on-demand content and experiences from voices and influencers its communities trust and love. Entercom’s robust portfolio of assets and integrated solutions offer advertisers today’s most engaged audiences through targeted reach, brand amplification and local activation—all at national scale. Entercom is the unrivaled leader in local radio sports and news and the #1 creator of live, original local audio content in the United States. Learn more at www.entercom.com, Facebook and Twitter (@Entercom).
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the U.S. federal securities laws. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. For a discussion of some of the risks and important factors that could affect such forward-looking statements, see the section entitled “Risk Factors” in Entercom’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the U.S. Securities and Exchange Commission. The forward-looking statements in this press release are not guarantees of future events, and actual events may differ materially from those made in or suggested by the forward-looking statements. In addition, forward-looking statements can often, but not always, be identified by the use of forward-looking terminology such as “may,” “plan,” “seek,” “comfortable with,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe” or “continue” or the negative thereof or variations thereon or similar terminology. Any forward-looking statements in this press release are made only as of the date of this press release, and Entercom does not undertake any obligation to update or revise publicly any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events or otherwise.
Exhibit 99.2
Entercom Announces Pricing of Upsized $540 Million Offering of
Senior Secured Second-Lien Notes
PHILADELPHIA, PA – March 11, 2021 – Entercom Communications Corp. (NYSE: ETM) (“Entercom”), a leading media and entertainment company and one of the largest radio broadcasters in the United States, announced today that Entercom Media Corp. (the “Issuer”), its wholly owned subsidiary, has priced $540 million in aggregate principal amount of 6.750% senior secured second-lien notes due 2029 (the “Notes”). The size of the offering was increased from the previously announced $500 million in aggregate principal amount of the Notes. The sale of the Notes is expected to close on March 25, 2021, subject to customary closing conditions. The Issuer expects to use the net proceeds from the offering to redeem all of its 7.250% senior notes due 2024 and to partially repay existing indebtedness under its senior secured credit facility.
The Notes will be fully and unconditionally guaranteed on a senior secured second-lien basis by each direct and indirect subsidiary of the Issuer that guarantees the Issuer’s senior secured credit facility. The Notes and the related guarantees will be secured on a second-priority basis by liens on substantially all of the assets of the Issuer and the guarantors.
The Notes were offered in a private offering exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Notes were offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and to certain persons outside the United States in reliance on Regulation S under the Securities Act.
The Notes have not been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration.
This press release is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Entercom
Entercom is a leading audio and entertainment company engaging over 170 million consumers each month through its iconic broadcast brands, expansive digital platform, premium podcast network and live events and experiences. With presence in every major U.S. market, and accessible on every device, Entercom delivers the industry’s most compelling live and on-demand content and experiences from voices and influencers its communities trust and love. Entercom’s robust portfolio of assets and integrated solutions offer advertisers today’s most engaged audiences through targeted reach, brand amplification and local activation—all at national scale. Entercom is the unrivaled leader in local radio sports and news and the #1 creator of live, original local audio content in the United States. Learn more at www.entercom.com, Facebook and Twitter (@Entercom).
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the U.S. federal securities laws. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. For a discussion of some of the risks and important factors that could affect such forward-looking statements, see the section entitled “Risk Factors” in Entercom’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the U.S. Securities and Exchange Commission. The forward-looking statements in this press release are not guarantees of future events, and actual events may differ materially from those made in or suggested by the forward-looking statements. In addition, forward-looking statements can often, but not always, be identified by the use of forward-looking terminology such as “may,” “plan,” “seek,” “comfortable with,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe” or “continue” or the negative thereof or variations thereon or similar terminology. Any forward-looking statements in this press release are made only as of the date of this press release, and Entercom does not undertake any obligation to update or revise publicly any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events or otherwise.
Document and Entity Information |
Mar. 11, 2021 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | ENTERCOM COMMUNICATIONS CORP |
| Amendment Flag | false |
| Entity Central Index Key | 0001067837 |
| Document Type | 8-K |
| Document Period End Date | Mar. 11, 2021 |
| Entity Incorporation State Country Code | PA |
| Entity File Number | 001-14461 |
| Entity Tax Identification Number | 23-1701044 |
| Entity Address, Address Line One | 2400 Market Street |
| Entity Address, Address Line Two | 4th Floor |
| Entity Address, City or Town | Philadelphia |
| Entity Address, State or Province | PA |
| Entity Address, Postal Zip Code | 19103 |
| City Area Code | 610 |
| Local Phone Number | 660-5610 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Class A Common Stock, par value $.01 per share |
| Trading Symbol | ETM |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |