ENTERCOM COMMUNICATIONS CORP (Form: 8-K, Received: 03/30/2021 09:16:51)

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 30, 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, 4^th 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 30, 2021, Entercom Communications Corp. (the “Company”) filed Articles of Amendment (the “Amendment”) with the Secretary of State of the Commonwealth of Pennsylvania to amend Article One of the Company’s Articles of Incorporation to change the Company’s name to Audacy, Inc. The Amendment was approved by the Board of Directors of the Company in accordance with the Pennsylvania Business Corporation Law as amended.

The effective date of the Amendment (and the Company’s name change) is April 9, 2021. The Company expects its ticker symbol on the New York Stock Exchange to change from “ETM” to “AUD” on April 9, 2021.

Item 8.01. Other Events

On March 30, 2021, the Company issued a press release (the “Press Release”) announcing that it is changing its name to Audacy, Inc. A copy of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Effective April 9, 2021, the Company’s finance subsidiary, Entercom Media Corp., will change its corporate name to Audacy Capital Corp. In addition, the Company is changing “Entercom” to “Audacy” in the name of each of its other subsidiaries that included “Entercom” as part of its name.

The information in Item 8.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference in any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01. Exhibits

(d)

Exhibits


Exhibit No.		Title

	3.1	Articles of Amendment, filed March 30, 2021.

	99.1	Entercom Communications Corp.’s Press Release, issued March 30, 2021.

	104	Cover Page Interactive Data File (embedded within the XBRL file).

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 30, 2021

-2-

Exhibit 3.1

ARTICLES OF AMENDMENT

1.	The name of the Corporation is Entercom Communications Corp.

2.	The registered office of the corporation is c/o CT Corporation System. The registered office of the Corporation shall be deemed for venue and official publication purposes to be located in Dauphin County.

3.	The Corporation was incorporated under the provisions of the Business Corporation Law, Act of May 5, 1933, as amended. The date of its incorporation is October 21, 1968.

4.	The amendment shall be effective at 12:01 am, Eastern Daylight Time, on April 9, 2021.

5.	The amendment was adopted by the Corporation by the Unanimous Consent of its board of directors in accordance with 15 Pa.C.S. § 1914(c)(2)(i) and § 1727(b).

6.	The amendment adopted by the Corporation, set forth in full, is as follows:

NOW, THEREFORE, BE IT RESOLVED, that Article ONE of the Articles of Incorporation of the Company shall be amended to read in full as follows:

ONE: The name of the Corporation is Audacy, Inc.

IN WITNESS WHEREOF, the Corporation has executed these Articles of Amendment on March 30, 2021.


Entercom Communications Corp.

By:		/s/ Andrew. P. Sutor, IV
Name:		Andrew P. Sutor, IV
Title:		Executive Vice President

Exhibit 99.1

LOGO

ENTERCOM REBRANDS, CHANGES NAME TO AUDACY

New Brand Marks Company’s Transformation into a Scaled Multi-Platform Audio Content and Entertainment Leader

PHILADELPHIA, PA – March 30, 2021 – Entercom Communications Corp. (NYSE: ETM) today announced that it is transitioning its brand name to Audacy, effective immediately.

Over the past three years, the company has purposefully evolved into a scaled, multi-platform audio content and entertainment organization with the country’s best radio broadcasting group and a leadership position in virtually every segment of the dynamic and growing audio market—including broadcasting, podcasting, digital, network, live experiences, music, sports and news. Audacy is also the #1 creator of original, premium audio content.

“We have transformed into a fundamentally different and dramatically enhanced organization and so it is time to embrace a new name and brand identity which better reflects who we have become and our vision for the future,” said David Field, Chairman, President and Chief Executive Officer, Audacy. “‘Audacy’ captures our dynamic creativity, outstanding content and innovative spirit as we aspire to build the country’s best audio content and entertainment platform.”

The company’s evolution has been fueled by a number of significant moves, including:

•

Acquiring CBS Radio, building scale as one of the two largest radio broadcasting groups, with unrivaled leadership in news and sports.

•

Launching RADIO.COM and building the fastest growing digital audio platform.

•

Acquiring Cadence13 and Pineapple Street Studios, establishing Audacy as one of the three largest podcasting publishers, with the industry’s most award-winning, critically-acclaimed content and the most shows consistently ranked in the top 100 on Triton’s U.S. Podcast Report.

•

Becoming the primary companion podcast partner of leading brands including HBO, Netflix, Nike and others.

•

Enhancing its best-in-class sports platform with the acquisition of QL Gaming Group and a ground-breaking partnership with FanDuel.

•

Establishing strategic partnerships with Apple, Google, Amazon, Twitch and others, to enable its listeners to connect seamlessly with Audacy audio content wherever and whenever they want it.

•

Acquiring Podcorn, the #1 podcast influencer marketplace in the country, pairing brands and podcast creators more effectively through an influencer marketplace with self- and full-service options for brands to connect with podcast creators for native advertising.

•

Creating some of the nation’s best music festivals and exclusive, boutique listening experiences.

•

Continuously investing in data, analytics and attribution capabilities, enabling advertisers to connect with scale and precision to over 170 million listeners monthly.

“This moment is not just a change of sign, but a sign of change. Our new brand encapsulates who we’ve become in audio and will guide our forward aspirations,” said Paul Suchman, Chief Marketing Officer, Audacy. “We are bringing it to life across all touchpoints inside and outside the organization and look forward to delivering on its promise every day.”

As it begins the next chapter in its journey, Audacy today made a number of additional content and product announcements. These include:

•

An exclusive podcast partnership with global pop icon Demi Lovato, an incredible artist whose tremendous talent, transparency and honesty has earned her millions of devoted fans around the world. Demi will host her first-ever podcast with Cadence13, which will be produced by OBB Sound, the audio division of OBB Media, and SB Projects. More details coming in May.

•

New original podcasts and other projects that will air exclusively on Audacy’s digital platform including new shows from Boomer Esiason, Big Tigger and “The Rich Eisen Show,” as well as a revamped “Loveline” set to debut this summer. Additionally, a number of original podcasts will launch exclusively in a bingeable window on Audacy’s app.

•

A partnership with BetMGM, further cementing Audacy’s dominant position in sports betting and entertainment. This follows last week’s announcement of a partnership with Rush Street Interactive.

•

A partnership with Irving Azoff’s Global Music Rights, which will enable the company to add significantly enhanced on-demand and other interactive features to its digital platform.

Audacy engages over 170 million consumers each month across its connected platform including the Audacy app and website, over 230 radio stations across 47 markets, influential chart-topping podcasts and premium live music experiences.

The company’s ticker symbol will change from ETM to AUD effective on or about Friday, April 9, 2021. Along with the name Entercom, effective today, the company will also sunset the RADIO.COM brand and align its direct-to-consumer platform under Audacy. Cadence13, Pineapple Street Studios, BetQL and Podcorn remain market-facing brands.

No action is required by existing shareholders with respect to the name and ticker symbol change. Certificates representing common shares of Entercom will not need to be exchanged as a result of the name change.

Learn more at www.audacyinc.com or on the Audacy app, and follow Audacy for the latest news and events on Facebook (Audacy Corp) and Twitter (@AudacyCorp).

CONTACTS:

Ashok Sinha

Audacy

917-656-5800

Ashok.Sinha@Entercom.com

Nicole Pampe

BCW

512-987-6024

nicole.pampe@bcw-global.com

Additional media assets available via Electronic Press Kit

About Audacy

Entercom Communications Corp. (NYSE: ETM), soon to be Audacy, Inc. (NYSE: AUD), is a scaled, multi-platform audio content and entertainment company with the country’s best radio broadcasting group, a leader in virtually every segment of audio, and America’s #1 creator of original, premium audio. Audacy engages over 170 million consumers each month, bringing people together around the news, sports, podcasts and music that matter to them. Learn more at www.audacyinc.com, Facebook (Audacy Corp) and Twitter (@AudacyCorp).

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