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): April 30, 2010

TOWNSQUARE MEDIA, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-29079	31-1492857
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2000 Fifth Third Center, 511 Walnut Street, Cincinnati, Ohio	45202
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (513) 651-1190

Not Applicable

(Former name or former address, if changed since last report.)

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:

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

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

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

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

Item 5.02. Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 30, 2010, Regent Communications, Inc.’s (the “Company”) president and chief executive officer, William L. Stakelin, and executive vice president and chief financial officer, Anthony Vasconcellos, resigned.

On May 2, 2010, Steven Price, 48 years old, was appointed as chairman, president and chief executive officer of the Company. Mr. Price was also appointed to the board of directors of the Company.

Mr. Price co-founded media investment firm FiveWire Ventures, LLC in 2009. Prior to co-founding FiveWire, from 2006 until 2009, Mr. Price was a Senior Managing Director at New York-based private equity firm Centerbridge Partners, L.P. and, from 2004-2006, he held a similar position at Spectrum Equity Investors, L.P.. From 2001-2004, Mr. Price served in the Pentagon as Deputy Assistant Secretary of Defense (Spectrum, Space, and Communications). Prior to joining the Pentagon, he served as President and CEO of LiveWire Ventures, LLC from 1998 until 2001, a software and services company he co-founded with Stuart Rosenstein. Mr. Price was also formerly an executive of PriCellular Corporation from 1993 until 1998, most recently serving as the President and Chief Executive Officer. PriCellular, a publicly traded cellular phone operator focused on small to mid-sized markets, was acquired by an AT&T predecessor entity in 1998. Mr. Price currently serves on the board of directors of SmartBrief, Inc. Mr. Price previously served on the board of directors of Classic Media, Inc., from 2005 until 2006, and QTC Management, Inc. from 2005 until 2006.

On May 2, 2010, Mr. Rosenstein, 49 years old, was appointed as the executive vice president and chief financial officer of the Company.

Mr. Rosenstein co-founded FiveWire with Mr. Price in 2009. Since 2006, Mr. Rosenstein has served as the managing principal of AMG Financial Co. LLC, a private lending firm that extended financing and provided collateralized loans and other services principally to the real estate industry. Prior to AMG Financial, Mr. Rosenstein co-founded LiveWire with Mr. Price and served as the company’s Executive Vice President and Chief Financial Officer from 1998 until 2004. Prior to that, he was an executive with PriCellular from 1990 until 1998, most recently serving as the Executive Vice President and Chief Financial Officer. Mr. Rosenstein started his career at Ernst & Young. Mr. Rosenstein currently serves on the board of managers of AMG Financial.

The information in Exhibit 99.1 is being provided pursuant to Item 5.02 of Form 8-K.

Item 5.03. Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 3, 2010, the Company filed a Certificate of Amendment to Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Delaware Secretary of State. The Certificate of Amendment changed the name of the Company from Regent Communications, Inc. to Townsquare Media, Inc.

The Certificate of Amendment is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
3.1	Certificate of Amendment to Certificate of Incorporation
99.1	Press release issued May 3, 2010

SIGNATURES

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

Date: May 5, 2010	REGENT COMMUNICATIONS, INC.
	By:	/s/ Steven Price
		Steven Price, President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
3.1	Certificate of Amendment to Certificate of Incorporation
99.1	Press release issued May 3, 2010

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
REGENT COMMUNICATIONS, INC.

* * * * *

Adopted in accordance with the provisions
of §242 of the General Corporation Law
of the State of Delaware

* * * * *

Steven Price being the President & Chief Executive Officer of Regent Communications, Inc., a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

FIRST: That the Certificate of Incorporation of the Corporation be, and hereby is, amended by deleting Article One in its entirety and substituting in lieu thereof a new Article One to read as follows:

ARTICLE ONE

The name of the Corporation is Townsquare Media, Inc.

SECOND: That the Board of Directors of the Corporation approved the foregoing amendment by unanimous written consent pursuant to the provisions of Sections 141(f) and 242 of the General Corporation Law of the State of Delaware and directed that such amendment be submitted to the stockholders of the Corporation entitled to vote thereon for their consideration, approval and adoption thereof.

THIRD: That the stockholders entitled to vote thereon approved the foregoing amendment by written consent in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.

* * * * *

IN WITNESS WHEREOF, the undersigned does hereby certify under penalties of perjury that this Certificate of Amendment to the Certificate of Incorporation of the Corporation is the act and deed of the undersigned and the facts stated herein are true and accordingly has hereunto set his hand this 30th day of April, 2010.

REGENT COMMUNICATIONS, INC.
By:	/s/ Steven Price
	Name:	Steven Price
	Its: President & Chief Executive Officer

EX-99.1

Exhibit 99.1

IMMEDIATE RELEASE

REGENT COMMUNICATIONS APPOINTS NEW SENIOR LEADERSHIP
AND CHANGES NAME TO TOWNSQUARE MEDIA

Steven Price Appointed Chairman and Chief Executive Officer

Stuart Rosenstein Appointed Executive Vice President and Chief Financial Officer

Senior Executive Team Brings Experience and Track Record of Success in Growing through Acquisitions

Cincinnati, OH — May 3, 2010 — Townsquare Media, Inc., which was formerly known as Regent Communications, Inc., announced today that Steven Price, co-founder of media investment firm FiveWire Ventures, has been named the Company’s Chairman and CEO. FiveWire co-founder Stuart Rosenstein has been named Executive Vice President and Chief Financial Officer of the Company.

Townsquare Media operates 62 radio stations in 13 mid-sized markets. The Company emerged from bankruptcy protection on April 27, 2010, less than two months after its initial Chapter 11 filing. A fund managed by Oaktree Capital Management, L.P., a premier global alternative and non-traditional investment manager, owns a majority equity stake in the Company. Messrs. Price and Rosenstein intend to make a significant equity investment in the Company.

Messrs. Price and Rosenstein will succeed William Stakelin and Anthony Vasconcellos, who resigned from the Company.

“Stuart and I are pleased to join Townsquare Media and look forward to building, through internal growth and acquisitions, a leading provider of local media, entertainment and commerce in small and mid-sized markets,” said Mr. Price. “The radio business is undergoing massive change and we are excited to invest in and build upon Townsquare Media’s leadership positions in its markets to develop a new media business for the 21^st century, focused on local media across multiple platforms.”

“I am delighted to have the opportunity to be part of the Townsquare team as it starts a new chapter and concentrates on expanding its audience, serving advertisers and driving innovative digital products,” said Mr. Rosenstein. “Together, we are focused on strengthening the Company’s operational execution and creating value for all of our stakeholders, particularly our clients, employees and investors.”

“We are excited about this partnership and the new leadership at Townsquare Media,” said Andrew Salter, Senior Vice President of Oaktree Capital Management. “At the same time, we thank Bill and Tony for their longstanding service to the Company and their stewardship during the bankruptcy process. As we focus on the future, we look forward to building a market-leading, valuable media business with Steven and Stuart.”

“Tony and I are both very proud of our accomplishments at Regent, which has consistently performed as a radio industry leader due primarily to the outstanding abilities of our employees,” said Mr. Stakelin. “We wish the Company well and wish the new owners and management team well with their decision to take the Company in a new direction.”

About Steven Price

Prior to co-founding FiveWire, Mr. Price, 48, was a Senior Managing Director at New York-based private equity firm Centerbridge Partners and, before that, he held a similar position at Spectrum Equity Investors. Before joining the private equity business, Mr. Price served in the Pentagon as Deputy Assistant Secretary of Defense (Spectrum, Space, and Communications). Prior to joining the Pentagon, he served as President and CEO of LiveWire Ventures, a software and services company he founded with Mr. Rosenstein. Mr. Price was also formerly the President and CEO of PriCellular Corporation, a publicly traded cellular phone operator focused on small to mid-sized markets.

About Stuart Rosenstein

Prior to co-founding FiveWire, Mr. Rosenstein, 49, was previously the owner and managing principal of AMG Financial, a $100 million private lending firm that extended financing and provided collateralized loans and other services principally to the real estate industry. He co-founded LiveWire Ventures with Mr. Price and served as the company’s Executive Vice President and Chief Financial Officer. Prior to that, he was the Executive Vice President and Chief Financial Officer of PriCellular. Mr. Rosenstein started his career at Ernst & Young.

About Townsquare Media

Townsquare Media, Inc., is a radio broadcasting and digital content company focused on acquiring, developing and operating radio and digital properties in mid-sized markets. Townsquare Media operates market-leading media clusters in 13 U.S. cities. The Company’s majority shareholder is a fund managed by Oaktree Capital Management, L.P. www.townsquaremedia.com

About Oaktree Capital Management

Oaktree is a premier global alternative and non-traditional investment manager with over $76 billion in assets under management as of March 31, 2010. The firm emphasizes an opportunistic, value-oriented and risk-controlled approach to investments in distressed debt, high yield and convertible bonds, specialized private equity (including power infrastructure), real estate, emerging market and Japanese securities, and mezzanine finance. Oaktree was founded in 1995 by a group of principals who have worked together since the mid-1980s. Headquartered in Los Angeles, the firm today has approximately 600 employees and offices in 14 cities worldwide. http://www.oaktreecapital.com/

This press release includes certain forward-looking statements with respect to Townsquare Media, Inc. for which it claims the protections of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve certain risks and uncertainties and include statements preceded by, followed by or that include words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “project” and other similar expressions. Although Townsquare Media believes expectations reflected in these forward-looking statements are based on reasonable assumptions, such statements are influenced by financial position, business strategy, budgets, projected costs, and plans and objectives of management for future operations. Actual results and developments may differ materially from those conveyed in the forward-looking statements based on various factors including, but not limited to: changes in economic, business and market conditions affecting the radio broadcast industry, the markets in which we operate, and nationally; increased competition for attractive radio properties and advertising dollars; increased competition from emerging technologies; fluctuations in the cost of operating radio properties; the Company’s ability to manage growth; the Company’s ability to effectively integrate its acquisitions; potential costs relating to stockholder demands; changes in the regulatory climate affecting radio broadcast companies; cancellations, disruptions or postponement of advertising schedules in response to national or world events; and the Company’s ability to regain and maintain compliance with the terms of its credit facilities or to refinance or restructure such obligations. Further information on other factors that could affect the financial results of Townsquare Media, Inc.. is included in Townsquare Media’s filings with the Securities and Exchange Commission. These documents are available free of charge at the Commission’s website at http://www.sec.gov and/or from Townsquare Media, Inc.

Media Inquiries:
Steve Lipin/Erin Becker
Brunswick Group
212-333-3810