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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Registrant’s 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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☐
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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 Radio’s 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 Radio’s 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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Exhibit 4.1
EXECUTION VERSION
CBS RADIO, INC.
as Issuer
and
DEUTSCHE BANK TRUST COMPANY
AMERICAS,
as Trustee
7.250%
SENIOR NOTES DUE 2024
SECOND SUPPLEMENTAL INDENTURE
Dated as of
December 8, 2017
Second Supplemental Indenture (this “
Supplemental Indenture
”), dated as of
December 8, 2017, between CBS Radio Inc., a Delaware corporation (the “
Issuer
”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “
Trustee
”).
W I T N E S S E T H
WHEREAS
, the Issuer and the Subsidiary Guarantors (as defined in the Indenture referred to below) have heretofore executed and
delivered to the Trustee an indenture, as amended, supplemented or otherwise modified from time to time, (the “
Indenture
”), dated as of October 17, 2016, providing for the issuance of an unlimited aggregate principal amount of
Senior Notes due 2024 (the “
Notes
”);
WHEREAS
, there is currently outstanding under the Indenture $400,000,000
aggregate principal amount of the Notes;
WHEREAS
, pursuant to Section 9.02 of the Indenture, the Issuer and the Trustee may
amend or supplement the Indenture with the consent of the holders of at least a majority in principal amount of the Notes then outstanding;
WHEREAS
, Holders of a majority in aggregate principal amount of the Notes have consented to entry into this Supplemental Indenture
pursuant to consents delivered in accordance with the terms of the Indenture;
WHEREAS
, all acts and proceedings required by law,
by the Indenture and by the organizational documents of the Company to make this Supplemental Indenture a valid and binding agreement for the purposes expressed herein, in accordance with the Indenture’s terms, have been duly done and
performed.
NOW THEREFORE
, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
(1)
Capitalized Terms
. Capitalized terms used herein without definition shall have the meanings assigned to them in the
Indenture.
(2)
Amendments
.
(a) Clause (j) of the definition of “EBITDA” in Section 1.01 of the Indenture is amended as follows:
(j) the amount of cost savings, operating expense reductions, other operating improvements and initiatives and synergies
projected by the Issuer in good faith to be reasonably anticipated to be realizable within
12
18
months of the date of any Investment, acquisition, disposition, merger, consolidation or other action being given pro
forma effect (which will be added to EBITDA as so projected until fully realized and calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and
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initiatives and synergies had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that (x) all steps
have been taken for realizing such cost savings
or all steps are expected to be taken within 18 months of the date of any Investment, acquisition, disposition, merger, consolidation or other action begin given
pro forma
effect
, (y) such cost savings are reasonably identifiable and factually supportable (in the good faith determination of the Issuer) and (z) the aggregate amount of cost savings, operating expense reductions, other operating
improvements and initiatives and synergies added back pursuant to this clause (j) in any period of four consecutive fiscal quarters shall not exceed
10%
30%
of EBITDA (prior to giving effect to such addbacks);
(b) Clause (d) of the definition of “Asset Sale” in Section 1.01 of the Indenture is amended as
follows:
(d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any
transaction or series of transactions with an aggregate fair market value (as determined in good faith by the Issuer) not to exceed
$5.0
25.0
million
(c) The last paragraph of the definition of “Consolidated Net Leverage Ratio” in Section 1.01 of the Indenture
is amended as follows:
For purposes of this definition, whenever
pro forma
effect is to be given to a transaction, the
pro forma
calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer. Any such
pro forma
calculation may include adjustments appropriate, in the reasonable determination of the Issuer as set forth in an
Officer’s Certificate, to reflect reasonably identifiable and factually supportable operating expense reductions and other operating improvements or synergies reasonably expected to result from any action taken or expected to be taken within
12
18
months after the date of any acquisition, amalgamation or merger;
provided
, that no such amounts shall be included pursuant to this paragraph to the extent duplicative of any amounts that are otherwise
added back in computing EBITDA with respect to such period.
(3)
Effectiveness.
This Supplemental Indenture shall be effective and
operative as of the date first set forth above.
(4)
Continuing Effect of Indenture.
Except as expressly provided herein, all of
the terms, provisions and conditions of the Indenture and the Notes outstanding thereunder shall remain in full force and effect.
(5)
Governing Law
. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
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(6)
Counterparts
. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective
execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture and signature pages for all purposes.
(7)
Effect of Headings
. The Section headings herein are for convenience only and shall not affect the construction hereof.
(8)
The Trustee
. Each of the rights, privileges and protections of the Trustee set forth in the Indenture is hereby incorporated by
reference. Without limiting the foregoing, the Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture (including the consequences thereof) or, for or in respect of
the recitals contained herein, all of which recitals are made solely by the Issuer.
[Signature pages follow.]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, all as of the date first above written.
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CBS RADIO INC.
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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
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[Signature Page to Second Supplemental Indenture]
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DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
By: Deutsche Bank National Trust Company
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By:
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/s/ Kathryn Fischer
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Name:
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Kathryn Fischer
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Title:
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Assistant Vice President
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By:
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/s/ Jeffrey Schoenfeld
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Name:
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Jeffrey Schoenfeld
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Title:
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Vice President
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[Signature Page to Second
Supplemental Indenture]
Exhibit 99.1
ENTERCOM COMMUNICATIONS CORP. ANNOUNCES RECEIPT OF
REQUISITE CONSENTS IN CBS RADIO INC.’S CONSENT
SOLICITATION FOR
7.250%
SENIOR NOTES DUE 2024
PHILADELPHIA, PA – December 11, 2017 –
Entercom Communications Corp. (“Entercom”) (NYSE: ETM) announced today that, pursuant
to the previously announced solicitation of consents by its wholly owned subsidiary, CBS Radio Inc. (“CBS Radio”), from holders of CBS Radio’s outstanding 7.250% Senior Notes due 2024 (the “Notes”) to approve certain
amendments (the “Amendments”) to the indenture, dated October 17, 2016, among CBS Radio, the guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee (the “Trustee”), governing the Notes (as amended, the
“Indenture”) to align certain definitions in the Indenture with the corresponding definitions in CBS Radio’s credit facility, CBS Radio has received the requisite consents to amend the Indenture. The consent solicitation expired at
5:00 p.m., New York City time, on December 8, 2017.
CBS Radio has received consents from holders of at least a majority in principal amount of
all outstanding Notes, voting as a single class. Accordingly, on December 8, 2017 (the “Effective Time”), CBS Radio, and the Trustee entered into a second supplemental indenture with respect to the Indenture (the “Supplemental
Indenture”) in order to give effect to the Amendments. 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. CBS Radio intends to pay the consent payment as promptly as practicable, on the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated December 1, 2017, and the accompanying Consent
Form.
Any inquires may be directed to D.F. King & Co., Inc., the Information and Tabulation Agent, via email at entercom@dfking.com or via phone
at (212) 269-5550. Any persons with questions regarding the consent solicitation should contact the Solicitation Agent, RBC Capital Markets, LLC, at (212) 618-7843 (collect) or (877) 381-2099 (toll free).
This announcement is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. This announcement is
also not a solicitation of consents with respect to the Amendments or any securities. The solicitation of consents is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation
under applicable state or foreign securities or “blue sky” laws.
CONTACT:
Richard Schmaeling
Entercom Communications
610-660-5686
Richard.Schmaeling@entercom.com
@EntercomPR
About Entercom Communications Corp.
Entercom Communications Corp. (NYSE: ETM) is a leading American media and entertainment company reaching and engaging over 100 million people each week
through its premier collection of highly rated, award winning radio stations, digital platforms and live events. As one of the country’s two largest radio broadcasters, Entercom offers integrated marketing solutions and delivers the power of
local connection on a national scale with coverage of close to 90% of persons 12+ in the top 50 markets. Entercom is the #1 creator of live, original, local audio content and the nation’s unrivaled leader in news and sports radio. Learn more
about Philadelphia-based Entercom at www.Entercom.com, Facebook and Twitter (@Entercom).
Forward-Looking Statements
This communication contains “forward-looking statements.” All statements other than statements of historical fact contained in this report are
forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. Forward-looking statements usually relate to
future events and anticipated revenues, earnings, cash flows or other aspects of our operations or operating results. Forward-looking statements are often identified by the words “believe,” “expect,” “anticipate,”
“plan,” “intend,” “foresee,” “should,” “projects,” “would,” “will,” “could,” “may,” “estimate,” “outlook” and similar expressions,
including the negative thereof. The absence of these words, however, does not mean that the statements are not forward-looking. These forward-looking statements are based on our current expectations, beliefs and assumptions concerning future
developments and business conditions and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those
that we anticipate.
All of our forward-looking statements involve risks and uncertainties (some of which are significant or beyond our control) and
assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the
parties’ businesses, including those described in the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time with the U.S. Securities and Exchange Commission by
Entercom and CBS Radio. We wish to caution you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any of our forward-looking statements after
the date they are made, whether as a result of new information, future events or otherwise, except to the extent required by law.
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