FOR IMMEDIATE RELEASE
REGENT RECEIVES COURT APPROVAL TO ACQUIRE
12 RADIO STATIONS FROM BRILL MEDIA
COVINGTON, KY, AUGUST 27, 2002 - Regent Communications, Inc. (Nasdaq: RGCI)
announced today that it has received final approval from the bankruptcy court
for the acquisition of 12 radio stations from Brill Media Company LLC and
related debtor entities, in connection with Brill Media's federal bankruptcy
proceeding. Regent's acquisition is subject to receipt of all required
regulatory approvals. Regent anticipates closing this transaction late in the
fourth quarter of 2002 or the first quarter of 2003.
As previously announced, Regent will pay approximately $62 million for the
assets. Up to one half of the acquisition price is expected to be paid in Regent
common stock, subject to Regent's option of substituting cash for the stock
portion of the transaction, in whole or in part, if the market price of Regent's
common stock is less than $7.50 per share within the applicable time period
preceding the closing date. The non-stock portion of the purchase price will be
paid entirely in cash, and in no event will be less than $31.0 million.
Regent anticipates that it will begin operating the stations pursuant to a local
marketing agreement by mid-September 2002. Given the anticipated timing of the
operational takeover, the acquisition will not have a material effect on the
Company's third quarter results. As a result, Regent is not adjusting its
financial guidance at this time.
Terry Jacobs, Chairman and Chief Executive Officer, commented, "This acquisition
provides us with an excellent opportunity to drive strong revenue and cash flow
growth over the long-term. Over the next six months our focus will be on
integrating these stations into our portfolio. Specifically, we anticipate
reducing the commercial load on a number of properties to more practical levels,
as well as turning our construction permit in Colorado into a live station. As a
result, we would expect significant margin improvements in these stations
beginning in the second half of next year, as the benefits of Regent's long-term
operational focus take hold. However, even with these investments, we still
expect these stations to contribute incremental cash flow to our fourth quarter
"We also believe we are entering these markets on solid financial terms," Mr.
Jacobs continued. "In fact, adjusting for stick value, this transaction was done
at an attractive multiple of approximately 13 times 2002 broadcast cash flow. In
addition, even with this acquisition we will maintain one of the strongest
balance sheets in the industry, providing us with the flexibility to do further
acquisitions which enhance our long-term growth potential."
Continued . . .
Regent Communications - Page 2
Regent is acquiring WIOV-FM and WIOV-AM serving Lancaster-Reading, PA; WBKR-FM,
WKDQ-FM and WOMI-AM serving the Evansville, IN and Owensboro, KY markets;
KTRR-FM and KUAD-FM and a construction permit for an FM station serving Fort
Collins-Greeley, CO; and KKCB-FM, KLDJ-FM, KBMX-FM and WEBC-AM serving Duluth,
Regent Communications is a radio broadcasting company focused on acquiring,
developing and operating radio stations in middle and small-sized markets. Upon
the close of all announced transactions, Regent will own and operate 73 stations
located in 17 markets. Regent Communications, Inc. shares are traded on the
Nasdaq under the symbol "RGCI."
This press release includes certain forward-looking statements with respect to
Regent Communications, Inc. for which we claim 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 we believe our
expectations reflected in these forward-looking statements are based on
reasonable assumptions, such statements are influenced by our 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; fluctuations in the cost of operating radio
properties; our ability to manage our growth; our ability to integrate these and
other acquisitions; and changes in the regulatory climate affecting radio
broadcast companies. Further information on other factors that could affect the
financial results of Regent Communications, Inc. is included in Regent's filings
with the Securities and Exchange Commission. These documents are available free
of charge at the Commission's website at http://www.sec.gov and/or from Regent
Terry Jacobs John Buckley/Chris Plunkett
Chairman and CEO Brainerd Communicators, Inc.
Regent Communications, Inc. 212-986-6667
Senior Vice President and Chief Financial Officer
Regent Communications, Inc.