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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 23, 1999
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ENTERCOM COMMUNICATIONS CORP.
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(Exact name of registrant as specified in its charter)
PENNSYLVANIA 001-14461 23-1701044
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
401 CITY AVENUE, SUITE 409, BALA CYNWYD, PENNSYLVANIA 19004
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(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (610) 660-5610
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OF ASSETS.
On December 16, 1999, Entercom Communications Corp., a Pennsylvania
corporation (the "Company" or "Entercom") announced the completion of its
previously announced acquisition of 41 of 46 radio stations from Sinclair
Broadcast Group, Inc. for $700.4 million (the "Sinclair Acquisition"). As part
of this acquisition, Entercom has entered into a time brokerage agreement for
one station in Wilkes-Barre, PA, WKRF-FM, pending FCC approval of the
acquisition of WKRF-FM. Entercom has a separate agreement to purchase four
stations in Kansas City from Sinclair Broadcast Group, Inc., which Entercom
expects to complete in the first half of 2000. Entercom has previously announced
its intent to divest three stations in the Kansas City market to meet regulatory
requirements.
The purchase price paid by the Company was determined through arm's
length negotiations between unrelated parties and was financed through a
combination of proceeds from the sale of 8,000,000 million shares of Class A
Common Stock, 6 1/4% Convertible Preferred Securities and borrowings under the
Company's new credit facility. The sale of Class A Common Stock and the 6-1/4%
Convertible Preferred Securities was consummated on October 6, 1999, and the net
proceeds of $396.4 million were used to repay all amounts outstanding under the
Company's existing credit facility, with the balance invested in short term,
interest bearing securities. On December 16, 1999, Entercom Radio, LLC, a wholly
owned subsidiary of the Company entered into a new senior credit agreement with
a syndicate of banks, including Bank of America, N.A. and Key Corporate Capital
Inc., in the committed amount of $650.0 million, of which $468.5 million was
drawn to fund the Sinclair Acquisition. As a result of the replacement of its
prior credit facility, the Company plans to take an extraordinary charge of
approximately $0.9 million (net of taxes) in the current quarter to account for
the write off of deferred bank financing fees related to the Company's prior
credit facility. The Company's new revolving credit facility is filed herewith
as Exhibit 10.1.
The Company's press release related to this transaction is filed
herewith as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Stations Acquired.
Financial Statements for the Sinclair Broadcast Group, Inc.
and Subsidiaries - Radio Division for the periods specified in Rule 3-05(b) of
Regulation S-X have been previously filed with the Securities and Exchange
Commission (the "SEC") as part of the Company's Registration Statements on
Forms S-1 (File No. 333-86397 and File No. 333-86843) and are incorporated by
reference herein.
(b) Pro Forma information required pursuant to Article 11 of Regulation
S-X has been previously filed with the SEC as part of the Company's Registration
Statements on Forms S-1 (File No. 333-86397 and File No. 333-86843) and is
incorporated by reference herein.
(c) Exhibits.
10.1 Credit Agreement dated December 16, 1999, by and
among Entercom Radio, LLC, as the Borrower, Entercom
Communications Corp., as a Guarantor, Banc of America
Securities LLC, as Sole Lead Arranger and Book
Manager, Key Corporate Capital Inc., as
Administrative Agent and Co-Documentation Agent, Bank
of America, N.A., as Syndication Agent, and
Co-Documentation Agent and the Financial Institutions
listed therein.(1)
10.08 Amended and Restated Asset Purchase Agreement, dated
as of August 20, 1999, among Entercom, Sinclair
Communications, Inc., WCGV, Inc., Sinclair Radio of
Milwaukee Licensee, LLC, Sinclair Radio of New
Orleans Licensee, LLC, Sinclair Radio of Memphis,
Inc., Sinclair Radio of Memphis Licensee, Inc.,
Sinclair Properties, LLC, Sinclair Radio of
Norfolk/Greensboro Licensee, L.P., Sinclair Radio of
Buffalo, Inc., Sinclair Radio of Buffalo Licensee,
LLC, WLFL, Inc., Sinclair Radio of Greenville
Licensee, Inc., Sinclair Radio of Wilkes-Barre, Inc.
and Sinclair Radio of Wilkes-Barre Licensee, LLC.*
23.03 Consent of Arthur Anderson LLP, Baltimore, MD.(1)
99.1 Press Release.(1)
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* Previously filed.
(1) Filed herewith.
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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.
Date: December 23, 1999 By: /s/ David J. Field
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David J. Field, President and
Chief Operating Officer