Attached files
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EX-3.2 - EXHIBIT 3.2 - REGENT COMMUNICATIONS INC | c99670exv3w2.htm |
EX-3.1 - EXHIBIT 3.1 - REGENT COMMUNICATIONS INC | c99670exv3w1.htm |
EX-99.1 - EXHIBIT 99.1 - REGENT COMMUNICATIONS INC | c99670exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 27, 2010
REGENT COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 000-29079 | 31-1492857 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
2000 Fifth Third Center, 511 Walnut Street, Cincinnati, Ohio |
45202 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (513) 651-1190
Not Applicable
(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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 5 | Corporate Governance and Management |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 1, 2010, Regent Communication, Inc. (the Company) and its subsidiaries (collectively,
the Debtors) filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code with
the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court).
Additionally, on March 1, 2010, the Debtors filed the Joint Plan of Reorganization of Regent
Communications, Inc. and Its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code (as amended
and supplemented, the Plan) and the related Disclosure Statement (as amended and supplemented,
the Disclosure Statement) with the Bankruptcy Court. On April 12, 2010, the Bankruptcy Court
entered an Order Confirming the First Amended Joint Plan of Reorganization of Regent
Communications, Inc. and Its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code (the
Confirmation Order), which approved and confirmed the Plan, as modified by the Confirmation
Order.
On April 27, 2010 (the Effective Date), the Debtors consummated the reorganization contemplated
by the Plan and emerged from Chapter 11 bankruptcy proceedings. On the Effective Date, the Company
entered into a number of related transactions and agreements pursuant to the Plan and the
Confirmation Order, which included, among others, the resignation of five members of the Companys
Board of Directors and the appointment of four new directors to serve on the board.
Departing Directors
As of the Effective Date, pursuant to the Plan and the Confirmation Order, the following directors
departed the Board: John F. DeLorenzo, John J. Ahn, Timothy M. Mooney, John H. Wyant and Andrew L.
Lewis, IV.
Continuing and Newly Appointed Directors
Mr. William L. Stakelin will continue to serve on the Companys Board of Directors. In addition,
as of the Effective Date, pursuant to the Plan and the Confirmation Order, the following directors
were appointed to the Board:
Stephen Kaplan is the head of the Principal Group at Oaktree Capital Management L.P. (Oaktree).
He joined Oaktree in 1995, having previously served as a Managing Director of TCW and portfolio
manager of TCW Special Credits Fund V The Principal Fund. Prior to joining TCW in 1993, Mr.
Kaplan was a partner with the law firm of Gibson, Dunn & Crutcher and responsible for that firms
East Coast bankruptcy and workout practice. During his career as an attorney, Mr. Kaplan
specialized in transactions involving the purchase and sale of companies undergoing financial
restructurings. Mr. Kaplan graduated with a B.S. degree in Political Science summa cum laude from
the State University of New York at Stony Brook and a J.D. from the New York University School of
Law.
B. James Ford currently serves as a Managing Director at Oaktree. Mr. Ford joined Oaktree in 1996
following graduation from the Stanford Graduate School of Business. Prior thereto, Mr. Ford served
as a consultant at McKinsey & Co. and a financial analyst in the Investment Banking Department of
PaineWebber Incorporated. Previously, he was an acquisitions analyst for National Partnership
Investments Corp., a real estate investment firm. In addition to an M.B.A. from Stanford, Mr. Ford
received a B.A. degree in Economics from the University of California at Los Angeles.
Andrew Salter currently serves as Senior Vice President of Oaktree. Prior to joining Oaktree in
2001, Mr. Salter was Director of Business Development at RiverOne Inc., a software company, where
he worked primarily on acquisition strategy, fundraising and product development. Prior thereto,
he was an Investment Banking Analyst at Donaldson, Lufkin and Jenrette. Mr. Salter received a B.A.
degree in Economics from Stanford University.
David Quick currently serves as Vice President of Oaktree. Prior to joining Oaktree in 2004, Mr.
Quick spent two years as an Analyst at UBS Investment Bank in Los Angeles, gaining experience in
mergers and acquisitions, leveraged buyouts, initial public offerings and debt financings. Prior
experience includes internships at Johnson Control, Inc. and Paine Webber, Inc. Mr. Quick received
a B.B.A. degree with distinction with an emphasis in Finance and Accounting from the School of
Business Administration at the University of Michigan.
Director Compensation
In accordance with the Plan, immediately following the effectiveness of the Plan and issuance of
the new common stock of the reorganized Company (the New Common Stock) in accordance with the
Plan and Confirmation Order, each holder of such New Common Stock was deemed to automatically
contribute such New Common Stock to Regent Holdings LLC (Holdings) in exchange for the issuance
by Holdings to each such holders pro rata share of the common units of Holdings. As a result of
this transaction Holdings will become the sole stockholder of the Company.
Until such time as the new directors establish a new director compensation plan, Holdings will pay
all reimbursable out-of-pocket costs and expenses incurred by each member of the new board incurred
in the course of their service, including in connection with attending regular and special meetings
of the new board, any board of managers or board of directors of Holdings or any of the Companys
subsidiaries and/or any of their respective committees. It is anticipated that the directors will
not receive any compensation for serving in such capacity, except for any additional directors
appointed to the new board, the compensation of which will be subject to the approval of the
holder(s) in accordance with the terms of the limited liability company agreement of Holdings.
Transactions with Directors
Messrs. Kaplan, Ford, Salter and Quick, each a newly-appointed director, is related to Oaktree as
described above. Pursuant to the Plan and on the Effective Date, Oaktree and funds controlled by
it were issued New Common Stock in exchange for their First Lien Debt Claims, which were
automatically converted into common units of Holdings.
Item 5.03 | Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As of the Effective Date, pursuant to the Plan and the Confirmation Order, the Certificate of
Incorporation of the Company and the By-Laws of the Company were amended and restated.
The Amended and Restated Certificate of Incorporation of the Company and the Amended and Restated
By-Laws of the Company are filed as Exhibit 3.1 and Exhibit 3.2 hereto, respectively, and are
incorporated herein by reference.
Section 8 | Other Events |
Item 8.01 | Other Events. |
On April 27, 2010 the Company issued a press release announcing its emergence from bankruptcy. A
copy of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.
Section 9 | Financial Statements and Exhibits |
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
3.1
|
Amended and Restated Certificate of Incorporation of Regent Communications, Inc. | |
3.2
|
Amended and Restated By-Laws of Regent Communications, Inc. | |
99.1
|
Press Release, dated April 27, 2010 |
Forward Looking Statements
This Current Report on Form 8-K includes certain forward-looking statements with respect to Regent
Communications, Inc. for which it claims the protections of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995. These forward-looking
statements involve certain risks and uncertainties and include statements preceded by, followed by
or that include words such as anticipate, believe, plan, estimate, expect, intend,
project and other similar expressions. Although Regent
believes expectations reflected in these forward-looking statements are based on reasonable
assumptions, such statements are influenced by financial position, business strategy, budgets,
projected costs, and plans and objectives of management for future operations. Actual results and
developments may differ materially from those conveyed in the forward-looking statements based on
various factors including, but not limited to: changes in economic, business and market conditions
affecting the radio broadcast industry, the markets in which we operate, and nationally; increased
competition for attractive radio properties and advertising dollars; increased competition from
emerging technologies; fluctuations in the cost of operating radio properties; the Companys
ability to manage growth; the Companys ability to effectively integrate its acquisitions;
potential costs relating to stockholder demands; changes in the regulatory climate affecting radio
broadcast companies; cancellations, disruptions or postponement of advertising schedules in
response to national or world events; and the Companys ability to regain and maintain compliance
with the terms of its credit facilities or to refinance or restructure such obligations. Further
information on other factors that could affect the financial results of Regent Communications, Inc.
is included in Regents filings with the Securities and Exchange Commission. These documents are
available free of charge at the Commissions website at http://www.sec.gov and/or from Regent
Communications, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Regent Communications, Inc.
has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 27, 2010 | REGENT COMMUNICATIONS, INC. |
|||
By: | /s/ ANTHONY A. VASCONCELLOS | |||
Anthony A. Vasconcellos, | ||||
Executive Vice President and Chief Financial Officer | ||||