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 1, 2017
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) | | (IRS Employer Identification Number) |
| | |
401 E. City Avenue, Suite 809 Bala Cynwyd, Pennsylvania | | 19004 |
| (Address of Principal Executive Offices) | | (Zip Code) |
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 theForm 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| | ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| | ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
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) orRule 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 7.01 Regulation FD Disclosure.
On December 1, 2017, Entercom Communications Corp. (the “Company”) announced that its wholly owned subsidiary, CBS Radio Inc. (“CBS Radio”), is soliciting consents from holders of CBS Radio’s outstanding 7.250% Senior Notes due 2024 (the “Notes”). The consent solicitation will expire at 5:00 p.m., New York City time, on December 8, 2017, unless extended. A copy of the press release announcing the consent solicitation is furnished as Exhibit 99.1 to this Current Report onForm 8-K and is incorporated herein by reference. The terms and conditions of the consent solicitation are described in a Consent Solicitation Statement, dated December 1, 2017, which is furnished as Exhibit 99.2 to this Current Report onForm 8-K and is incorporated herein by reference. The consent form sent to holders of the Notes, dated December 1, 2017, is furnished as Exhibit 99.3 to this Current Report onForm 8-K and is incorporated herein by reference.
The information in this Current Report onForm 8-K and Exhibits 99.1, 99.2 and 99.3 hereto is being furnished pursuant to Item 7.01 ofForm 8-K 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. |
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 1, 2017 | | | | ENTERCOM COMMUNICATIONS CORP. |
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| | | | By: | | /s/ Andrew P. Sutor, IV |
| | | | Name: | | Andrew P. Sutor, IV |
| | | | Title: | | Executive Vice President and Secretary |
