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) April 1, 2009

REGENT COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-29079	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))

Cautionary Statement Concerning Forward-Looking Statements

     This Form 8-K includes certain forward-looking statements with respect to Regent Communications, Inc. and its subsidiaries (the “Company”) and its business that involve risks and uncertainties. These statements are influenced by the Company’s financial position, business strategy, budgets, projected costs and the plans and objectives of management for future operations. The Company uses words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “project” and other similar expressions. Although the Company believes its expectations reflected in these forward-looking statements are based on reasonable assumptions, the Company cannot assure you that its expectations will prove correct. Actual results and developments may differ materially from those conveyed in the forward-looking statements. For these statements, the Company claims the protections for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

     Important factors that could cause actual results to differ materially from the expectations reflected in the forward-looking statements made in this Form 8-K include: changes in general economic, business and market conditions, as well as changes in such conditions that may affect the radio broadcast industry or the markets in which the Company operates, and nationally, including, in particular: 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 postponements of advertising schedules in response to national or world events; and the Company’s ability to maintain compliance with the terms of its Credit Agreement (as defined below). Further information on other factors that could affect the Company’s financial results is included in the Company’s other filings with the Securities and Exchange Commission (SEC). These documents are available free of charge at the Commission’s website at http://www.sec.gov and/or from the Company. The forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Form 8-K. If the Company does update one or more forward-looking statements, you should not conclude that the Company will make additional updates with respect to those or any other forward-looking statements.

Section 2 Financial Information

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

     As previously disclosed, even though the Company was in compliance as of the end of its 2008 fiscal year with the financial ratio covenants set forth in its Credit Agreement dated as of November 21, 2006, as amended (the “Credit Agreement”), the Company anticipated that it may not meet such covenants through the Company’s entire 2009 fiscal year. In such event, the Company’s lenders would have the right to accelerate the maturity of the Company’s outstanding debt under the Credit Agreement. Accordingly, the Report of Independent Registered Public Accounting Firm issued by the Company’s auditors with respect to the Company’s financial statements for the fiscal year ended December 31, 2008 contained an explanatory paragraph regarding the uncertainty in the Company’s ability to continue as a going concern. Under the terms of the Credit Agreement, any audit report containing such going concern language constitutes a default. As of March 31, 2009, the outstanding balance under the Credit Agreement was $195,139,000. All capitalized terms used herein and not defined herein shall have the meanings set forth in the Credit Agreement.

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     On April 1, 2009, the Company received a letter of even date from Bank of America, N.A. (“BofA”), as the administrative agent for the other lenders and secured parties under the Credit Agreement (the “BofA Letter”). The BofA Letter notified the Company that BofA considers the Company’s delivery of audited financial statements for the fiscal year ended December 31, 2008 which contained a going concern limitation in the auditors’ report to be a “Specified Default” under the Credit Agreement. The BofA Letter further informed the Company that (a) if the Specified Default continues unremedied for more than 30 days, then such default will become an Event of Default under the Credit Agreement, (b) unless and until the Specified Default is remedied in accordance with the terms of the Credit Agreement, the lenders will make no additional Credit Extensions pursuant to the terms of the Credit Agreement; and (c) the lenders have not waived the Specified Default or the conditions to making additional Credit Extensions. On behalf of the lenders and secured parties, BofA specifically reserved all of the continuing rights and remedies of the secured parties under the Credit Agreement and related Loan Documents and with respect to the Collateral and under applicable law as a result of the occurrence and continuation of any Event of Default.

     A copy of the BofA Letter is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference. The foregoing summary and description of the BofA Letter is qualified by reference to the full text of Exhibit 99.1.

     Also as previously disclosed, the Company is currently in negotiations with BofA and the other parties to the Credit Agreement to amend certain of the financial ratios and other covenants contained in the Credit Agreement in order to regain compliance. The Company cannot guarantee that it will be able to negotiate an amendment to the Credit Agreement. If the Company is unable to negotiate such an amendment, the lenders and secured parties to the Credit Agreement could accelerate the full amount of the outstanding debt to currently payable, charge the default rate of interest until such debt would be repaid, and proceed against available collateral pledged pursuant to the terms of the Credit Agreement and related Loan Documents. If the Company is able to negotiate an amendment to the Credit Agreement, such an amendment could contain terms unfavorable to the Company and could result in the imposition of additional finance fees and higher interest charges. Such charges could have a material effect on the Company’s future cash flows, results of operations or financial condition.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits

Exhibit	Description
99.1	Letter from Bank of America, N.A. dated April 1, 2009.

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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: April 6, 2009	REGENT COMMUNICATIONS, INC.
	By: /s/ ANTHONY A. VASCONCELLOS Anthony A. Vasconcellos, Executive Vice President and
	Chief Financial Officer

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EX-99.1

Exhibit 99.1

BANK OF AMERICA, N.A.,
as Administrative Agent
100 Federal Street
Boston, MA 02110

April 1, 2009                    

VIA FEDEX AND BY FACSIMILE AND E-MAIL

Regent Communications, Inc.
Regent Broadcasting, LLC
100 East River Center Boulevard
9th Floor
Covington, KY 41011

Attention:	Anthony A. Vasconcellos,
	Executive Vice President and Chief Financial Officer

Re:	Notice of Default
	Reservation of Rights
	Senior Secured Credit Facilities

Ladies and Gentlemen:

     Reference is made to the Credit Agreement, dated as of November 21, 2006 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among: (a) Regent Broadcasting, LLC, a Delaware limited liability company (hereinafter, together with its successors in title and assigns, called, the “Borrower”); (b) Regent Communications, Inc., a Delaware corporation (hereinafter, together with its successors in title and assigns, called the “Parent Company”); (c) the several financial institutions from time to time party to the Credit Agreement as lenders thereunder (collectively, “Lenders”); and (d) Bank of America, N.A., as the administrative agent for the Lenders and other Secured Parties (hereinafter, together with its successors in title and assigns, called the “Administrative Agent”). All of the words and expressions used herein which are not defined herein, but which are defined in or by reference in the Credit Agreement, shall have the same respective meanings herein as the meanings specified in the Credit Agreement.

     The principal purpose of this letter is to give you formal written notice of the occurrence and continuation of a Default under the Credit Agreement and expressly to reserve the rights and remedies of the Lenders and other Secured Parties under the Loan Documents as a consequence of the occurrence and continuation of such Default.

     1. Background. The Principal Companies are required, by the terms of Section 7.1(a) of the Credit Agreement, to deliver to the Administrative Agent, not later than ninety (90) days after the end of the Fiscal Year ended December 31, 2008 (the “2008 Fiscal Year”), the audited financial statements of the Parent Company and its consolidated Subsidiaries as at the end of and for the 2008 Fiscal Year, such audited financial statements to be accompanied by the opinion of the Independent Public Accountant, and such opinion to be issued without Impermissible Qualification. The Administrative Agent has not received from the Principal Companies, for the 2008 Fiscal Year, audited financial statements of the Parent Company and its consolidated Subsidiaries that comply with the terms of Section 7.1(a) of the Credit Agreement.

Regent Communications, Inc.
Regent Broadcasting, LLC
April 1, 2009
Page 2 of 2

As a consequence of the failure of the Principal Companies to deliver such audited financial statements to the Administrative Agent by March 31, 2009 (i.e., not later than ninety (90) days after the end of the 2008 Fiscal Year), a Default of the kind described in Section 9.1.3 of the Credit Agreement occurred on and as of April 1, 2009 (“Specified Default”). The Specified Default has not been waived or remedied and is continuing under the Credit Agreement.

     2. Event of Default. For purposes of Section 9.1.3 of the Credit Agreement, this letter is intended to be a written notice to the Parent Company and the Borrower of the occurrence and continuation of the Specified Default. If the Specified Default continues unremedied for more than thirty (30) days after this letter is given to you, then the Specified Default will become and be an Event of Default under Section 9.1.3 of this Credit Agreement.

     3. No Waiver of Conditions Precedent; etc. The conditions precedent to the making of any additional Credit Extensions are set forth in Section 5.3 of the Credit Agreement. Under Section 5.3.1, none of the Lenders or the Issuing Lender is obligated to honor any Borrowing Request or to make any further Credit Extensions unless and until the Specified Default is remedied in accordance with the terms of the Credit Agreement. The conditions precedent in Section 5.3.1 have not been waived, and no additional Credit Extensions will be made under the Credit Agreement so long as the Specified Default or any other Default is continuing.

     4. Reservation of Rights. Finally, on behalf of the Lenders and other Secured Parties, we hereby expressly reserve all of the continuing rights and remedies of the Secured Parties under the Loan Documents and with respect to the Collateral and under Applicable Law as a result of the occurrence and continuation of any Event of Default.

     Should you have any questions regarding any of the foregoing, please contact us.

Very truly yours,
BANK OF AMERICA, N.A., as
Administrative Agent
By:
	Name:
	Title: