SECURITIES REPURCHASE AGREEMENT Between REGENT COMMUNICATIONS, INC. And WALLER- SUTTON MEDIA PARTNERS, L.P. August 5, 2006
EXHIBIT 99.1
Between
REGENT COMMUNICATIONS, INC.
And
XXXXXX-XXXXXX MEDIA PARTNERS, L.P.
August 5, 2006
THIS SECURITIES REPURCHASE AGREEMENT (this “Agreement”) is entered into effective as
of August 5, 2006 between Regent Communications, Inc., a Delaware corporation (the
“Company”), and Xxxxxx-Xxxxxx Media Partners, L.P. (“Seller”).
WHEREAS, the Company and Seller desire that the Company will purchase from Seller and Seller
will sell to the Company, upon the terms and conditions set forth herein: (a) an aggregate of
2,491,554 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share
(“Common Stock”); and (b) a warrant previously issued to Seller by the Company (the
“Warrant”), to purchase an additional 650,000 shares of Common Stock (the “Warrant
Shares”).
NOW, THEREFORE, in consideration of the foregoing premises and the covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Agreement to Sell and Purchase the Shares and Warrant. At the Closing (as defined
in Section 2), the Seller will sell to the Company, and the Company will purchase from the Seller,
upon the terms and subject to the conditions hereinafter set forth, the Shares and the Warrant for
the aggregate purchase price of $12,084,036.
2. Delivery of the Shares and Warrant at Closing. The completion of the purchase and
sale of the Shares and the Warrant (the “Closing”) shall occur on the date of this
Agreement (the “Closing Date”) (or upon such other date as the Company and Seller shall
agree), at the offices of the Company’s counsel. At the Closing, Seller shall deliver to the
Company (a) either one or more stock certificates, registered in Seller’s name and address
representing the Shares or, to the extent any (x) of such certificates have been lost, an affidavit
of lost certificate, in form satisfactory to the Company, or (y) of the Shares are held in book
entry form through the Depository Trust Corporation electronic system, irrevocable written stock
transfer instructions (“Irrevocable Instructions”) addressed to American Stock Transfer
Co., the Company’s transfer agent, for delivery to the Company causing such shares to be
transferred to and retired by the Company and (b) the Warrant issued in the name of Seller or, in
the event the Warrant has been lost, an affidavit of lost security, in form satisfactory to the
Company, against receipt by Seller of a wire transfer by the Company of immediately available funds
to an account designated in writing by Seller, in the full amount of the aggregate purchase price
for the Shares and Warrant as set forth in Section 1 hereof. Seller’s obligation to deliver the
Shares, the Irrevocable Instructions (if applicable), and the Warrant to the Company shall be
subject to the accuracy, in all material respects, of the representations and warranties made by
the Company and the fulfillment, in all material respects, of those undertakings of the Company to
be fulfilled prior to the Closing. The Company’s obligation to purchase the Shares and Warrant
shall be subject to the following conditions, any one or more of which may be waived by the Company
(provided that no such waiver shall be deemed given unless in writing and executed by the Company):
(a) the receipt by the Company of one or more stock certificates (or the affidavit as described
above) and/or the Irrevocable Instructions representing the Shares; (b) receipt by the Company of
the originally executed Warrant or the affidavit as described above); (c) receipt by the Company of
a written resignation from each of the Seller’s designees to the Company’s Board of Directors (the
“Representatives”), effective as of the Closing Date; (d) the surrender of and receipt by
the Company of one or more certificates, agreements, or notices of grant representing the
securities (options and restricted stock) assigned to the Seller by the Representatives; and (e)
the accuracy, in all material respects, of the representations and
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warranties made by the Seller and the fulfillment, in all material respects, of those undertakings
of the Seller to be fulfilled prior to the Closing.
3. Representations, Warranties and Covenants of the Company.
3.1 Due Authorization. The Company has all requisite power and authority to execute,
deliver and perform its obligations under this Agreement, and has taken all necessary corporate
action to enter and perform this Agreement. This Agreement has been duly authorized and validly
executed and delivered by the Company and constitutes a legal, valid and binding agreement of the
Company enforceable against the Company in accordance with its terms, except as enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors’ and contracting parties’ rights generally and except as enforceability may be
subject to general principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).
3.2 Non-Contravention. The execution and delivery of this Agreement, the purchase of
the Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and
the consummation of the transactions contemplated hereby will not (A) conflict with or constitute a
violation of, or default (with or without the giving of notice or the passage of time or both)
under, (i) any material bond, debenture, note or other evidence of indebtedness, or under any
material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other
agreement or instrument to which the Company is a party, (ii) the charter, by-laws or other
organizational documents of the Company, as applicable, or (iii) any law, administrative
regulation, ordinance or order of any court or governmental agency, arbitration panel or authority
applicable to the Company or its property, or (B) result in the creation or imposition of any lien,
encumbrance, claim, security interest or restriction whatsoever upon any of the material properties
or assets of the Company or an acceleration of indebtedness pursuant to any obligation, agreement
or condition contained in any material bond, debenture, note or any other evidence of indebtedness
or any material indenture, mortgage, deed of trust or any other agreement or instrument to which
the Company is a party or by which any of them is bound or to which any of the property or assets
of the Company is subject. No consent, approval, authorization or other order of, or registration,
qualification or filing with, any regulatory body, administrative agency, self-regulatory
organization, stock exchange or market, or other governmental body in the United States is required
for the execution and delivery of this Agreement and the purchase of the Shares and the Warrant by
the Company.
4. Representations, Warranties and Covenants of Seller.
4.1 Title. Seller is the record and beneficial owner of the Shares and the Warrant
and has good and marketable title to the Shares and the Warrant subject to any obligations to
register any offer to sell or sale of the Shares or Warrant under the Securities Act of 1933, as
amended, and upon consummation of the transaction contemplated by this Agreement, the Company will
acquire title to the Shares and the Warrant, free and clear of any and all liens, claims or
encumbrances and no pledge or commitment to deliver the Warrant Shares upon exercise of the
Warrant.
4.2 Due Authorization. Seller has all requisite power and authority to execute,
deliver and perform its obligations under this Agreement, and has taken all necessary partnership
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action to enter and perform this Agreement. This Agreement has been duly authorized and
validly executed and delivered by Seller and constitutes a legal, valid and binding agreement of
Seller enforceable against Seller in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors’ and contracting parties’ rights generally and except as enforceability may be subject to
general principles of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).
4.4 Non-Contravention. The execution and delivery of this Agreement, the sale of the
Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and the
consummation of the transactions contemplated hereby will not (A) conflict with or constitute a
violation of, or default (with or without the giving of notice or the passage of time or both)
under, (i) any material bond, debenture, note or other evidence of indebtedness, or under any
material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other
agreement or instrument to which Seller is a party, (ii) the organizational documents of Seller, or
(iii) any law, administrative regulation, ordinance or order of any court or governmental agency,
arbitration panel or authority applicable to Seller or its property, or (B) result in the creation
or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any
of the material properties or assets of Seller or an acceleration of indebtedness pursuant to any
obligation, agreement or condition contained in any material bond, debenture, note or any other
evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement
or instrument to which Seller is a party or by which any of them is bound or to which any of the
property or assets of Seller is subject. No consent, approval, authorization or other order of, or
registration, qualification or filing with, any regulatory body, administrative agency, self
-regulatory organization, stock exchange or market, or other governmental body in the United States
is required for the execution and delivery of this Agreement and the sale of the Shares and the
Warrant by Seller.
4.5 Standstill. For a period of twelve months from the date of this Agreement,
without the consent of the Board, neither Seller nor its respective officers, directors, employees,
general partner, or controlled affiliates will in any manner, directly or indirectly, effect or
seek, offer or propose (whether publicly, in a private transaction or otherwise) to effect, or
cause or participate in or in any way assist any other person to effect or seek, offer or propose
(whether publicly, in a private transaction or otherwise) to effect or participate in, any
acquisition of Common Stock (or beneficial ownership thereof) for a per share amount of less than
$4.85 per share.
4.6 Share Ownership. Upon fulfillment of Seller’s obligations hereunder, neither
Seller nor its general partner, Xxxxxx-Xxxxxx Media, L.L.C., will own (beneficially or otherwise)
any equity securities of the Company, or any securities convertible into or exchangeable or
exercisable for any equity securities of the Company, or which, upon redemption thereof could
result in Seller or Xxxxxx-Xxxxxx Media, L.L.C. receiving any equity securities of the Company, or
options, warrants, contractual rights or other rights of any kind to acquire or vote any equity
securities of the Company.
5. Survival of Representations, Warranties and Agreements. Notwithstanding any
investigation made by any party to this Agreement, all covenants, agreements, representations and
warranties made by the Company and Seller herein shall survive the execution of this Agreement,
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the delivery to the Company of the Shares and the Warrant being purchased and the payment
therefor.
6. Indemnification. The Company shall indemnify and hold Seller and its respective
officers, directors, employees, partners and affiliates (the “Seller Parties”) harmless in
the event any Seller Party is threatened to be made, or is made a party to or participant in any
Proceeding (as hereinafter defined). The Seller Parties shall be indemnified against all Expenses
(as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred by them, or on their behalf, in connection with such Proceeding or any claim,
issue or matter therein.
For purposes hereof:
(a) “Proceeding” includes any threatened, pending or completed action, suit, arbitration, alternate
dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual,
threatened or completed proceeding, whether brought by or in the right of the Company or otherwise
and whether civil, criminal, administrative or investigative, in which any Seller Party was, is or
will be involved as a party or otherwise, asserting a breach of any duty or other obligation owed
to the Company or its stockholders brought against Seller or the Seller Parties or that arises out
of or is related to the transactions contemplated by this Agreement; and
(b) “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript
costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding
costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of
the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or
defend, investigating, participating, or being or preparing to be a witness in a Proceeding.
Expenses also shall include Expenses incurred in connection with any appeal resulting from any
Proceeding, including without limitation the premium, security for, and other costs relating to any
cost bond, supersede as bond, or other appeal bond or its equivalent.
7. Notices. All notices, requests, consents and other communications hereunder shall
be in writing, shall be mailed (A) if within domestic United States by first-class registered or
certified airmail, or nationally recognized overnight express courier, postage prepaid, or by
facsimile, or (B) if delivered from outside the United States, by International Federal Express or
facsimile, and shall be deemed given (i) if delivered by first-class registered or certified mail
domestic, three business days after so mailed, (ii) if delivered by nationally recognized overnight
carrier, one business day after so mailed, (iii) if delivered by International Federal Express, two
business days after so mailed, and (iv) if delivered by facsimile, upon electric confirmation of
receipt and shall be delivered as addressed as follows:
(a) if to the Company, to:
Regent Communications, Inc.
000 Xxxx Xxxxx Xxxxxx Xxxxxxxxx
0xx Xxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxx Xxxxxxxxxxxx
Executive Vice President and Chief Financial Officer
Phone: (000) 000-0000
Fax: (000) 000-0000
000 Xxxx Xxxxx Xxxxxx Xxxxxxxxx
0xx Xxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxx Xxxxxxxxxxxx
Executive Vice President and Chief Financial Officer
Phone: (000) 000-0000
Fax: (000) 000-0000
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with a copy to:
Xxxxxx & Xxxxxxx LLP
000 Xxxxxxxx Xxxxxx, X.X.
Xxxxx 0000
Xxxxxxxxxx, XX 00000
Attn: Xxxxxxx X. X’Xxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
000 Xxxxxxxx Xxxxxx, X.X.
Xxxxx 0000
Xxxxxxxxxx, XX 00000
Attn: Xxxxxxx X. X’Xxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
(b) if to Seller, to:
Xxxxxx-Xxxxxx Media Partners, L.P.
c/x Xxxxxx Xxxxxx Management Group, Inc.
Xxx Xxxxxxxxxxx Xxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxxxx
Phone:
Fax:
c/x Xxxxxx Xxxxxx Management Group, Inc.
Xxx Xxxxxxxxxxx Xxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxxxx
Phone:
Fax:
with a copy to:
Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attn: Xxx Xxxxxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attn: Xxx Xxxxxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
(c) Copies delivered to counsel shall not constitute notice.
8. Changes. This Agreement may not be modified or amended except pursuant to an
instrument in writing signed by the Company and Seller.
9. Headings. The headings of the various sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed to be part of this Agreement.
10. Severability. In case any provision contained in this Agreement should be
invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or impaired thereby.
11. Governing Law. This Agreement shall be governed by, and construed in accordance
with, the internal laws of the State of New York, without giving effect to the principles of
conflicts of law.
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12. Entire Agreement. This Agreement constitutes the entire agreement between the
parties hereto pertaining to the subject matter hereof, and any and all other written or oral
agreements relating to such subject matter are expressly cancelled.
13. Finders Fees. Neither the Company nor Seller nor any affiliate thereof has
incurred any obligation which will result in the obligation of the other party to pay any finder’s
fee or commission in connection with this transaction.
14. Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall constitute an original, but all of which, when taken together, shall constitute but one
instrument, and shall become effective when one or more counterparts have been signed by each party
hereto and delivered to the other parties.
15. Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and permitted assigns of the Company and Seller.
16. Expenses. Each of the Company and Seller shall bear its own expenses in
connection with the preparation and negotiation of the Agreement.
[Signature pages follow.]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first above written.
| REGENT COMMUNICATIONS, INC. | |||||
| By: | /s/ Xxxxxxx X. Xxxxxxxx | ||||
| Name: Xxxxxxx X. Xxxxxxxx | |||||
| Title: President and Chief Executive Officer | |||||
| XXXXXX-XXXXXX MEDIA PARTNERS, L.P. |
|||||
| By: | Xxxxxx-Xxxxxx Media, L.L.C., its general partner |
||||
| By: | /s/ Xxxxxxx Xxxxxxxxx | ||||
| Name: Xxxxxxx Xxxxxxxxx |
|||||
| Title: Vice President | |||||
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