ENTERCOM COMMUNICATIONS CORP false 0001067837 0001067837 2021-03-25 2021-03-25

 

 

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): March 25, 2021

 

 

ENTERCOM COMMUNICATIONS CORP.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Pennsylvania   001-14461   23-1701044

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

2400 Market Street, 4th Floor

Philadelphia, Pennsylvania

  19103
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (610) 660-5610

 

(Former Address of Principal Executive Offices)

 

 

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

Class A Common Stock, par value $.01 per share

   ETM    New York Stock Exchange
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 1.01.

Entry into a Material Definitive Agreement

Indenture for 6.750% Senior Secured Second-Lien Notes due 2029

On March 25, 2021, Entercom Media Corp. (the “Issuer”), a wholly owned subsidiary of Entercom Communications Corp. (the “Company”), entered into an indenture, dated as of March 25, 2021 (the “Indenture”), among the Issuer, the guarantors named therein (the “Guarantors”) and Deutsche Bank Trust Company Americas, as trustee and as notes collateral agent, governing the terms of the Issuer’s $540,000,000 aggregate principal amount of 6.750% Senior Secured Second-Lien Notes due 2029 (the “Notes”). The Notes were issued on March 25, 2021.

The Notes were issued in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to persons outside of the United States pursuant to Regulation S under the Securities Act. The Notes are secured on a second-priority basis by liens on substantially all of the assets of the Issuer and the Guarantors and are fully and unconditionally guaranteed, jointly and severally, on a senior secured second-priority basis by each of the Guarantors. The Guarantors consist of each of the Issuer’s direct and indirect subsidiaries that guarantees the Issuer’s Credit Agreement, dated as of October 17, 2016, among the Issuer, as borrower, the guarantors named therein, the lenders named therein, and JPMorgan Chase Bank, N.A., as administrative agent, which governs the Issuer’s revolving credit facility (the “Revolver”) and senior secured term loan facility (the “Term Loan” and, together with the Revolver, the “Senior Credit Facilities”).

The Notes and the related guarantees have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The Notes bear interest at a rate of 6.750% per year. Interest on the Notes is payable semiannually in arrears on March 31 and September 30 of each year, beginning on September 30, 2021. The Notes will mature on March 31, 2029, subject to earlier repurchase or redemption in accordance with the terms of the Indenture.

The Issuer may redeem some or all of the Notes at any time, or from time to time, on or after March 31, 2024, at the following prices:

 

Year

   Notes
percentage
 

2024

     103.375

2025

     101.688

2026 and thereafter

     100.000

together with accrued and unpaid interest, if any, to, but excluding, the date of redemption. Prior to March 31, 2024, the Issuer may redeem up to 40% of the aggregate principal amount of the Notes from the proceeds of certain equity offerings at a redemption price of 106.750% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. In addition, the Issuer may redeem some or all of the Notes at any time, or from time to time, prior to March 31, 2024, at a price equal to 100% of the principal amount of the Notes to be redeemed plus the applicable “make-whole” premium plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. If the Issuer or its subsidiaries experience certain kinds of changes of control accompanied by a decline in the rating of the Notes, the Issuer may be required to make an offer to repurchase the Notes.


The Indenture contains covenants that, among other things, restrict the Issuer’s ability and the ability of its restricted subsidiaries to incur certain additional indebtedness and issue preferred stock, make certain dividends, distributions, investments and other restricted payments, sell certain assets, enter into sale and leaseback transactions, agree to certain restrictions on the ability of restricted subsidiaries to make certain payments to the Issuer or any of its restricted subsidiaries, create certain liens, merge, consolidate or sell all or substantially all of the Issuer’s assets, enter into certain transactions with affiliates or designate subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of important exceptions and qualifications, including the suspension of certain of these covenants upon the Notes receiving investment grade credit ratings.

The Issuer used the net proceeds of the offering to (i) fund the redemption of all of its $400 million aggregate principal amount of 7.250% senior notes due 2024 (the “Unsecured Notes”) and to pay fees and expenses in connection therewith (the “Unsecured Notes Redemption”), (ii) repay drawings under the Revolver and (iii) repay certain amounts outstanding under the Term Loan.

The foregoing summary of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Indenture and the Notes, copies of which are filed with this Current Report on Form 8-K as Exhibits 4.1 and 4.2 and are incorporated herein by reference.

Certain of the initial purchasers and/or their affiliates are lenders and/or agents under the Senior Credit Facilities and/or holders of the Unsecured Notes. Upon the application of the net proceeds from the offering of the Notes to repay drawings under the Revolver, repay certain amounts outstanding under the Term Loan and to fund the Unsecured Notes Redemption, each such lender and/or holder received its proportionate share of the amount being repaid or redeemed. As a result, certain of the initial purchasers and/or their affiliates received a portion of such net proceeds.

 

Item 2.03.

Creation of a Direct Financial Obligation

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

 

Item 9.01.

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.

 

Entercom Communications Corp.
By:  

/s/ Andrew P. Sutor, IV

  Andrew P. Sutor, IV
  Executive Vice President

Dated: March 26, 2021

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