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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) - January 27, 2000
REGENT COMMUNICATIONS, INC.
(Exact name of registrant as specified in charter)
DELAWARE 0-15392 31-1492857
(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
50 EAST RIVERCENTER BOULEVARD
SUITE 180
COVINGTON, KENTUCKY 41011
(Address of principal executive offices)
(606) 292-0030
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective January 28, 2000, pursuant to the terms of an Asset Purchase
Agreement dated as of July 29, 1999, Regent Communications, Inc. (the "Company")
(through Regent Broadcasting of Utica/Rome, Inc. and Regent Broadcasting of
Watertown, Inc., wholly-owned subsidiaries of the Company, and their respective
wholly-owned subsidiaries, Regent Licensee of Utica/Rome, Inc. and Regent
Licensee of Watertown, Inc.) acquired from Forever of NY, Inc., Forever of NY,
LLC and Forever Broadcasting, LLC the FCC licenses and assets used in the
operation of radio stations WODZ(FM), WLZW(FM), WFRG(FM), WIBX(AM) and WRUN(AM)
licensed to Utica-Rome, New York, and radio stations WCIZ(FM), WFRY(FM),
WTNY(AM) and WUZZ(AM) licensed to Watertown, New York. The purchase price for
these assets was approximately $43.8 million paid in cash plus 100,000 shares of
the Company's common stock.
Effective February 1, 2000, pursuant to the terms of an Asset Purchase
Agreement dated as of September 3, 1999 the Company (through Regent Broadcasting
of El Paso, Inc., a wholly-owned subsidiary of the Company, and its wholly-owned
subsidiary, Regent Licensee of El Paso, Inc.) acquired from New Wave
Broadcasting, Inc. the FCC licenses and assets used in the operation of radio
stations KSII(FM), KLAQ(FM) and KROD(AM) licensed to El Paso, Texas. The
purchase price for these assets was approximately $23.5 million paid in cash.
The terms of these acquisitions were arrived at and agreed upon through
arms' length negotiations between the parties. The Company intends to continue
to use the assets acquired in these acquisitions in a manner consistent with
their use prior to their acquisition by the Company.
The source for the cash portion of the purchase price paid by the
Company in these acquisitions was the net proceeds from the Company's initial
public offering of its common stock completed on January 28, 2000.
ITEM 5. OTHER EVENTS
New Debt Facility
On January 27, 2000, Regent Broadcasting, Inc. ("Regent
Broadcasting"), a wholly-owned subsidiary of the Company, as the borrower, and
the Company, as a guarantor, entered into a new credit agreement with a group of
lenders (as amended, the "Credit Agreement") which provides for a senior secured
reducing revolving credit facility expiring December 31, 2006 with an initial
aggregate revolving commitment of up to $125,000,000 (including a commitment to
issue letters of credit of up to $25,000,000 in aggregate face amount, subject
to the maximum revolving commitment amount then available). This revolving
credit facility is available for working capital and acquisitions, including
related acquisition expenses. In addition, the Credit Agreement provides for an
additional revolving loan facility with a maximum aggregate commitment amount of
$50,000,000 available subject to the terms of the Credit Agreement for a
two-year period, at the end of which period any outstanding amounts will be
converted into a term loan maturing on December 31, 2006. The indebtedness under
the Credit Agreement is collateralized by liens on substantially all of the
assets of the Regent Broadcasting, the Company and their operating and license
subsidiaries and by a pledge of the operating and license subsidiaries' stock,
and is guaranteed by the Company and those subsidiaries.
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Initial Public Offering of Common Stock
On January 28, 2000, the Company consummated an initial public offering
of 16,000,000 shares of its common stock at a public offering price of $8.50 per
share. On February 7, 2000 the underwriters' purchased an additional 2,400,000
shares of the Company's common stock upon exercise of their overallotment
option. The Company received total proceeds, net of underwriting discounts and
commissions, of $145,452,000 from completion of the offering, including proceeds
from exercise of the underwriter's overallotment option. Of these proceeds, the
Company used $67,325,000 to fund the acquisitions of stations in Utica-Rome, New
York and Watertown, New York on January 28, 2000 and in El Paso, Texas on
February 1, 2000; $25,096,000 to pay in full amounts borrowed under its prior
bank credit facility on January 28, 2000; $7,295,000 to pay or reserve for
payment of accumulated, unpaid dividends on all series of convertible stock
converted into common stock effective January 28, 2000; $5,857,000 to redeem all
outstanding shares of its Series B convertible preferred stock on January 28,
2000; and $1,513,000 to repurchase shares of the Company's common stock from an
affiliate of one of the underwriters in order to comply with NASD rules. The
Company intends to use the balance of these proceeds, after payment of
expenses of the offering estimated to be $1,616,000, for working capital needs
and future acquisitions.
Conversion and Redemption of Preferred Stock
Effective on January 28, 2000, the Company redeemed 1,000,000 shares of
its Series B convertible preferred stock, which constituted all outstanding
shares of that series, for a redemption price of $5,857,000, being the original
price paid for those shares of $5.00 per share plus accumulated, unpaid
dividends on those shares.
Also effective on January 28, 2000, the Company converted 15,775,699
shares of convertible preferred stock, constituting all outstanding shares of
the Company's other series of convertible preferred stock, into common stock on
a one-for-one basis. The Company has paid or set aside for payment of
accumulated, unpaid dividends on those shares in the total amount of $7,295,000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
The following financial statements appearing on pages F-40
through F-58 of the prospectus constituting part of the Company's Form
S-1 Registration Statement (File No. 333-91703), as amended, effective
January 24, 2000, are incorporated herein by this reference:
FOREVER OF NY, INC.
Report of Independent Accountants
Combined Balance Sheets at September 30, 1999 and December 31,
1998 and 1997
Combined Statements of Operations for the nine months ended
September 30, 1999 and 1998 (unaudited) and for the
years ended December 31, 1998 and 1997
Combined Statements of Cash Flows for the nine months ended
September 30, 1999 and 1998 (unaudited) and for the
years ended December 31, 1998 and 1997
Combined Statements of Stockholders' Equity for the nine
months ended September 30, 1999 (unaudited) and for
the years ended December 31, 1998 and 1997
Notes to Combined Financial Statements
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NEW WAVE BROADCASTING, L.P., RADIO STATIONS KLAQ(FM), KSII(FM) AND
KROD(AM)
Report of Independent Accountants
Combined Balance Sheets at September 30, 1999 and December
31, 1998
Combined Statements of Operations for the nine months ended
September 30, 1999 and 1998 (unaudited) and for the
year ended December 31, 1998
Combined Statements of Partners' Net Investment for the nine
months ended September 30, 1999 and for the year
ended December 31, 1998
Combined Statements of Cash Flows for the nine months ended
September 30, 1999 and 1998 (unaudited) and for the
year ended December 31, 1998
Notes to Combined Financial Statements
(b) PRO FORMA FINANCIAL INFORMATION.
The following unaudited pro forma condensed consolidated
financial information for Regent Communications, Inc., giving effect to the
transactions described therein, including acquisition of the FCC licenses and
related assets of radio stations described above in Item 2, appearing on pages
23 through 32 of the prospectus constituting part of the Company's Form S-1
Registration Statement (File No. 333-91703), as amended, effective January 24,
2000, are incorporated herein by this reference:
Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the year ended December 31, 1998
Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the nine months ended September 30,
1999
Notes to the Unaudited Pro Forma Condensed Consolidated
Statement of Operations
Unaudited Pro Forma Condensed Consolidated Balance Sheet at
September 30, 1999
Notes to the Unaudited Pro Forma Condensed Consolidated
Balance Sheet
(c) EXHIBITS.
The Exhibit Index following the signature page hereof constitutes a
list of all Exhibits filed with or incorporated by reference in this Form 8-K.
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SIGNATURES
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.
REGENT COMMUNICATIONS, INC.
Date: February 10, 2000 By: /s/ Anthony A. Vasconcellos
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Anthony A. Vasconcellos,
Vice President and Chief
Financial Officer
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EXHIBIT INDEX
The following exhibits are filed, or incorporated by reference where
indicated, as part of this Current Report on Form 8-K:
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
2(a) Asset Purchase Agreement dated as of July 29, 1999 by and among Forever
of NY, Inc., Forever of NY, LLC and Forever Broadcasting, LLC as
sellers, and Regent Broadcasting of Utica/Rome, Inc., Regent Licensee
of Utica/Rome, Inc., Regent Broadcasting of Watertown, Inc., Regent
Licensee of Watertown, Inc., as buyers, and Regent Communications, Inc.
(excluding exhibits not deemed material or filed separately in executed
form) (previously filed as Exhibit 2(b) to the Registrant's Form 10-Q
for the Quarter Ended June 30, 1999 and incorporated herein by this
reference)
2(b) Asset Purchase Agreement dated as of September 13, 1999 by and among
New Wave Broadcasting, L.P., Regent Broadcasting of El Paso, Inc. and
Regent Licensee of El Paso, Inc. (excluding exhibits not deemed
material or filed separately in executed form) (previously filed as
Exhibit 2(b) to the Registrant's Form 10-Q for the Quarter Ended
September 30, 1999 and incorporated herein by this reference)
4(a) Credit Agreement dated as of January 27, 2000 among Regent
Broadcasting, Inc., as borrower, Regent Communications, Inc., as
guarantor, the several lenders from time to time party to the
agreement, Fleet National Bank, as Administrative Agent, Fleet National
Bank, as Issuing Lender, GE Capital Commercial Finance, Inc., as
Syndication Agent, and Dresdner Bank AG, New York and Grand Cayman
Branches, as Documentation Agent (excluding exhibits not deemed
material or filed separately in executed form)
4(b) Security Agreement dated as of January 27, 2000 among Regent
Communications, Inc., Regent Broadcasting, Inc., all of their
subsidiaries and Fleet National Bank, as collateral agent (excluding
exhibits not deemed material or filed separately in executed form)
4(c) Subsidiary Guaranty Agreement dated as of January 27, 2000 among Regent
Communications, Inc., Regent Broadcasting, Inc., all of their
subsidiaries and Fleet National Bank, as collateral agent (excluding
exhibits not deemed material or filed separately in executed form)
4(d) Pledge Agreement dated as of January 27, 2000 among Regent
Communications, Inc., Regent Broadcasting, Inc., all of their
subsidiaries and Fleet National Bank, as collateral agent (excluding
exhibits not deemed material or filed separately in executed form)
4(e) Omnibus Amendment No. 1 and Amendment No. 1 to Credit Agreement dated
as of February 4, 2000 among Regent Broadcasting, Inc., as borrower,
Regent Communications, Inc., as guarantor, the several lenders from
time to time party to the agreement, Fleet National Bank, as
Administrative Agent, Fleet National Bank, as Issuing Lender, GE
Capital Commercial Finance, Inc., as Syndication Agent, and Dresdner
Bank AG, New York and
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Grand Cayman Branches, as Documentation Agent (excluding exhibits not
deemed material or filed separately in executed form)
4(f) Revolving Credit Note dated February 7, 2000 in the maximum original
principal amount of $25,000,000 made by Regent Broadcasting, Inc.
payable to the order of Fleet National Bank (See Note 1 below)
23 Consent of PricewaterhouseCoopers LLP
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Notes:
(1) Seven substantially identical notes dated February 7, 2000 were issued
by Regent Broadcasting, Inc. as follows:
Maximum Original
Lender Principal Amount
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General Electric Capital Corporation $22,000,000
Dresdner Bank AG, New York and
Grand Cayman Branches $22,000,000
Mercantile Bank National Association $16,000,000
U.S. Bank National Association $10,000,000
Summit Bank $10,000,000
Michigan National Bank $10,000,000
The CIT Group/Equipment Financing, Inc. $10,000,000