8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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)             September 1, 2006                

REGENT COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

0-15392	31-1492857
(Commission File Number)	(IRS Employer Identification No.)

2000 Fifth Third Center, 511 Walnut Street, Cincinnati, Ohio 45202

(Address of Principal Executive Offices)         (Zip Code)

(513) 651-1190

(Registrant’s Telephone Number, Including Area Code)

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 (see General Instruction A.2. below):

     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))

Section 1 Registrant’s Business and Operations.

Item 1.01 Entry into a Material Definitive Agreement.

     On September 1, 2006, the Company entered into a transaction to purchase substantially all of the broadcast assets of five radio stations serving the Buffalo, New York market from CBS Radio Stations Inc. for $125.0 million in cash. The stations being purchased are WBLK-FM, WBUF-FM, WECK-AM, WJYE-FM and WYRK-FM. Regent has placed $9,375,000 in escrow to secure its obligation under the asset purchase agreement. The completion of the transaction is subject to routine regulatory approvals, which the Company expects to obtain during the fourth quarter of 2006. Regent intends to begin operating the stations through a local marketing agreement in October 2006. The Company anticipates funding the transaction through a senior credit facility being arranged by Banc of America Securities.

     Prior to September 1, 2006, no material relationship existed between the Company and CBS Radio Stations Inc.

Section 9 Financial Statements and Exhibits.

Item 9.01 Financial Statements and Exhibits.

     (c) Exhibits

Exhibit	Description
99(a)	Press release dated September 5, 2006

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: September 8, 2006	REGENT COMMUNICATIONS, INC.
	By: /s/ ANTHONY A. VASCONCELLOS
	Anthony A. Vasconcellos, Executive Vice President and Chief Financial Officer

2

EX-99.1

EXHIBIT 99(a)

FOR IMMEDIATE RELEASE

REGENT COMMUNICATIONS TO ACQUIRE
CBS RADIO ASSETS SERVING BUFFALO, NEW YORK

— Expands Operating Footprint and Strengthens Presence in Upstate New York Region —
— Profitable Cluster is Immediately Accretive -

Cincinnati, OH — September 5, 2006 — Regent Communications, Inc. (Nasdaq: RGCI) announced today that it has entered into a definitive agreement to acquire WBLK-FM, WBUF-FM, WJYE-FM, WYRK-FM and WECK-AM serving the Buffalo, New York market from CBS Corporation (NYSE: CBS.A and CBS) for $125.0 million in cash. The transaction is subject to receipt of all required regulatory approvals, which are expected to occur in the fourth quarter of 2006.

The Company intends to begin operating the acquired Buffalo stations through a local marketing agreement starting in October 2006. At the close of all announced transactions, Regent will own and operate 19 radio stations in the Upstate New York region including stations in the Buffalo, Albany, Utica/Rome and Watertown markets.

Bill Stakelin, President and CEO of Regent, commented, “This is an excellent transaction from both a strategic and financial standpoint. We are acquiring one of the best performing and most profitable station clusters in Upstate New York, which will solidify our footprint across the region and provide us with a substantial opportunity to develop regional sales synergies. This will increase the value and growth potential of our station group overall. This acquisition is a key step in the execution of our strategic plan to rationalize our portfolio of radio station assets in order to maximize our growth profile. This transaction combined with the several other transactions announced over the past few months will lead to enhanced shareholder returns over the long-term.”

The announced transaction is being financed through $240 million of senior credit facilities being arranged by Banc of America Securities.

Tony Vasconcellos, Executive Vice President and CFO of Regent, commented, “Because we will leverage our existing resources to integrate these stations without any increase to our corporate overhead, the transaction will be immediately accretive on both an EBITDA trading multiple and free cash flow basis.”

Regent Communications is a radio broadcasting company focused on acquiring, developing and operating radio stations in middle and small-sized markets. Upon the completion of all announced transactions, Regent will own and operate 68 stations located in 14 markets. Regent Communications, Inc. shares are traded on the Nasdaq under the symbol “RGCI.”

Contact:
Anthony Vasconcellos
Executive Vice President and Chief Financial Officer
Regent Communications, Inc.
859-292-0030 Jonathan Lesko
Brainerd Communicators, Inc.
212-986-6667