Current Report Filing (8-k)
December 11 2017 - 8:01AM
Edgar (US Regulatory)
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): December 11, 2017 (December 8, 2017)
ENTERCOM COMMUNICATIONS CORP.
(Exact Name of Registrant as Specified in Charter)
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Pennsylvania
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001-14461
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23-1701044
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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401 E. City Avenue, Suite 809
Bala Cynwyd, Pennsylvania
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19004
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (610)
660-5610
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 1.01 Entry into a Material Definitive Agreement.
Supplemental Indenture
In connection with the consent
solicitation previously announced by Entercom Communications Corp. (the Company), on December 8, 2017 (the Effective Time), CBS Radio Inc. (CBS Radio), a wholly owned subsidiary of the Company, entered into a
second supplemental indenture (the Supplemental Indenture) to the indenture, dated October 17, 2016 (as amended, supplemented or otherwise modified, the Indenture), by and among CBS Radio, the guarantors party thereto
and Deutsche Bank Trust Company Americas, as trustee, governing CBS Radios 7.250% Senior Notes due 2024 (the Notes), to give effect to certain amendments (the Amendments) to the Indenture. The Amendments align certain
definitions in the Indenture with the corresponding definitions in CBS Radios credit facility. Pursuant to the terms of the Supplemental Indenture, the Amendments became effective at the Effective Time and, upon payment of the consent payment,
will thereafter become operative and bind all holders of Notes.
The foregoing description of the Supplemental Indenture is a summary and is qualified in
its entirety by reference to the Supplemental Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on
Form 8-K
and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On
December 11, 2017, the Company announced that, as of the Effective Time, CBS Radio had received the requisite consents in connection with the consent solicitation. A copy of the press release announcing the receipt of the requisite consents is
furnished as Exhibit 99.1 to this Current Report on
Form 8-K
and is incorporated herein by reference.
The
information set forth in this Item 7.01 of this Current Report on
Form 8-K
and Exhibit 99.1 hereto is being furnished and shall not be deemed to be filed for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
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.
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Date: December 11, 2017
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ENTERCOM COMMUNICATIONS CORP.
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By:
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/s/ Andrew P. Sutor, IV
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Name:
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Andrew P. Sutor, IV
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Title:
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Executive Vice President and Secretary
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