Item 7.01. Regulation FD Disclosure
Entercom Communications Corp. (NYSE: ETM) (we or the Company), a leading media and entertainment company and the 2
nd
largest radio broadcaster in the United States, announced today that Entercom Media Corp. (formerly CBS Radio Inc.) (the Issuer), its wholly owned subsidiary, plans to offer, subject to
market conditions and other factors, $300 million in aggregate principal amount of senior secured second-lien notes due 2027 (the Offering).
The Issuer expects to use the net proceeds from the Offering, cash on hand and availability under its revolving credit facility to partially
repay existing indebtedness under its senior secured term loan facility. Pro forma for this transaction, the Company expects that its first-lien secured leverage ratio will decline from 3.6x at December 31, 2018 to 2.6x on a pro forma basis. In
addition, the Companys floating interest rate exposure will decline materially.
In connection with the Offering, the Company is
disclosing that its pacings for the second quarter of 2019 are up by more than 4% as of April 18, 2019 compared to the same period in the second quarter of 2018, and the following estimated preliminary financial results:
Preliminary Operating Results for the Quarter Ended March 31, 2019 (Unaudited)
For the quarter ended March 31, 2019, we estimate our total revenues to be between $308.0 million and $310.0 million, net income
to be between $1.3 million and $5.3 million, and Adjusted EBITDA to be between $41.7 million and $43.7 million.
During the quarter ending March 31, 2019, we completed asset sales that generated $24.5 million in net cash proceeds. We used these
proceeds, along with existing cash on hand, to repay $180.0 million in borrowings under our revolving credit facility. As of March 31, 2019, we had no balance on our revolving credit facility, excluding undrawn letters of credit, and we
had cash of $68.3 million.
Our estimates of total revenues, net income and Adjusted EBITDA for the quarter ended March 31, 2019
described above have been prepared by, and are the responsibility of, our management, have been derived from preliminary results of operations data and are subject to the completion of our financial closing procedures for these periods. These
preliminary results of operations data reflect managements estimates based solely upon information available to it as of the date hereof and are not a comprehensive statement of our financial results for the quarter ended March 31, 2019.
We have provided a range for the preliminary estimated operating results described above primarily because our financial closing procedures for the quarter ended March 31, 2019 are not yet complete. We expect to complete our financial closing
procedures for the quarter ended March 31, 2019 later in April 2019. Accordingly, there is a possibility that actual results will vary materially from these preliminary operating results, and they should not be considered a substitute for the
unaudited financial statements for the quarter ended March 31, 2019, once they become available. This preliminary financial data has been prepared by, and is the responsibility of, management of the Company. PricewaterhouseCoopers LLP has not
audited, reviewed, compiled, or applied agreed-upon procedures with respect to the preliminary financial data. Accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto.
Note Regarding Pacing Data
Pacing data
reflects revenues booked at a specific date versus the comparable date in the prior period and may or may not reflect the actual revenue growth at the end of the period. Company pacing data includes an adjustment to prior periods to include all
acquisitions and exclude all divestitures in both periods presented for comparative purposes.