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) March 5, 2008
(Exact name of registrant as specified in its charter)
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| Delaware |
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000-24525 |
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36-4159663 |
(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS employer
Identification No.) |
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| 3280 Peachtree Road, N.W., Suite 2300, Atlanta GA |
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30305 |
| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code (404) 949-0700
(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 7 —Regulation FD
Item 7.01 — Regulation FD Disclosure.
As previously disclosed, on July 23, 2007, the Company announced that it had entered into a
merger agreement (the “Merger Agreement”) with an investment group led by Lewis W. Dickey, Jr., the
Company’s Chairman, President and Chief Executive Officer, and an affiliate of Merrill Lynch Global
Private Equity (the “Buying Group”). Consummation of the merger remains subject to various
conditions, including approval of the merger by the stockholders of the Company, FCC approval and
other customary closing conditions.
Pursuant
to the Merger Agreement, the Company agreed, upon request of the
Buying Group, to use its reasonable best efforts to
enter into an amendment to its existing credit agreement (the “Existing Credit Agreement”) to
permit the consummation of the merger and the other transactions contemplated by the Merger
Agreement, including, without limitation, to amend those provisions pertaining to the definition of
“Change of Control” in the Existing Credit Agreement, and to obtain a commitment from Bank of
America, N.A., the administrative agent under the Existing Credit Agreement, or its affiliates, to
provide for incremental facilities in an amount not less that $180 million, on terms as directed by
the Buying Group for the purpose of substituting such additional commitment, and maintaining the
Company’s existing indebtedness, in place of the debt commitment received by the Buying Group from
Merrill Lynch Capital Corporation and Merrill Lynch, Pierce Fenner & Smith Incorporated (the “Buyer
Debt Commitment”).
The Company has commenced discussions with the lenders under the Existing Credit Agreement
regarding a potential amendment that, subject to and effective only upon consummation of the
merger, would, among other things, (i) amend the definition of “Change of Control” to specify that
the transactions contemplated by the Merger Agreement shall not constitute a Change of Control;
(ii) specify that no payment contemplated by the Merger Agreement, including the merger
consideration, shall constitute a “Restricted Payment” as defined in the Existing Credit Agreement;
(iii) modify certain financial and other covenants that would be applicable to the Company
following the merger; (iv) modify certain elements of the collateral required to be pledged to
secure the Company’s obligations under the Existing Credit Agreement; and (v) provide that the
Company will not make any revolving loan borrowings under the Existing Credit Agreement for the
purpose of making any payment contemplated by the Merger Agreement, including, without limitation,
payment of the merger consideration. The proposed amendment does not provide for incremental
facilities under the Existing Credit Agreement that could be substituted for the Buyer Debt
Commitment. The Company anticipates paying an amendment fee to those lenders under the Existing
Credit Agreement who consent to the proposed amendment.
The potential amendment to the Existing Credit Agreement remains subject in all respects to the
negotiation and execution of definitive documentation to effectuate such amendment and there can be
no assurance that such an amendment will be entered into or that the terms thereof will be
consistent with those identified above.