8-K

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): January 26, 2012

ENTERCOM COMMUNICATIONS CORP.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania	001-14461	23-1701044
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

401 City Avenue, Suite 809 Bala Cynwyd, Pennsylvania	19004
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (610) 660-5610

(Former Address of Principal Executive Offices)

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 (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

On January 26, 2012, Entercom Communications Corp. issued a press release announcing the expiration of an exchange offer by its wholly owned subsidiary Entercom Radio, LLC for all of its 10  ¹/2% Senior Notes due 2019. A copy of the press release is furnished as Exhibit 99.1 hereto.

The information in this Current Report on Form 8-K under this Item 7.01 and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. By filing this Current Report on Form 8-K and furnishing this information, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.

Item 9.01. Exhibits.

(d) Exhibits

A list of exhibits is set forth in the Exhibit Index which immediately precedes such Exhibit and is incorporated herein by reference.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Entercom Communications Corp.
By:	/s/ John C. Donlevie
	John C. Donlevie
	Executive Vice President and Secretary

Dated: January 27, 2012

EXHIBIT INDEX

Exhibit No.	Title
99.1	Entercom Communications Corp.’s Press Release, issued January 26, 2012

EX-99.1

Exhibit 99.1

Entercom Communications Corp.

Announces Expiration of Exchange Offer for 10  ¹/2% Senior Notes due 2019

(Bala Cynwyd, Pa., January 26, 2012) Entercom Communications Corp. (the “Company”) (NYSE: ETM) announced today the expiration of the exchange offer by its wholly owned finance subsidiary Entercom Radio, LLC (“Entercom Radio”) for Entercom Radio’s outstanding unregistered 10  ¹/2% Senior Notes due 2019, Series A (the “Outstanding Notes”). The Outstanding Notes were originally issued on November 23, 2011, in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended.

In the exchange offer, $220 million aggregate principal amount of Outstanding Notes were validly tendered and not validly withdrawn prior to the expiration of the exchange offer one minute after 11:59 p.m., Eastern Standard Time, on January 25, 2012, which represents 100% of the aggregate principal amount of Outstanding Notes outstanding upon commencement of the exchange offer. Entercom Radio accepted for exchange all of the Outstanding Notes validly tendered and not validly withdrawn and settlement will occur promptly. At settlement, the Outstanding Notes accepted will be exchanged for an equal principal amount of a new issue of 10  ¹/2% Senior Notes due 2019, Series B (the “Exchange Notes”). Terms of the Exchange Notes are substantially identical to those of the Outstanding Notes, except that the transfer restrictions and registration rights relating to the Outstanding Notes do not apply to the Exchange Notes.

This press release is for informational purposes only, and is not an offer to buy or the solicitation of an offer to sell any security. The exchange offer was made only pursuant to the exchange offer documents, including the prospectus and letter of transmittal that were distributed to the holders of the original notes and have been filed with the Securities and Exchange Commission.

Entercom Communications Corp. is the fourth largest radio broadcasting company in the United States, with a nationwide portfolio in excess of 100 stations in 23 markets, including San Francisco, Boston, Seattle, Denver, Portland, Sacramento and Kansas City.

Note Regarding Forward-Looking Statements

The information in this news release is being widely disseminated in accordance with the Securities and Exchange Commission’s Regulation FD.

This news announcement contains certain forward-looking statements that are based upon current expectations and involves certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Additional information and key risks are described in the Company’s filings on Forms 8-K, 10-Q and 10-K with the Securities and

Exchange Commission. Readers should note that these statements might be impacted by several factors including changes in the economic and regulatory climate and the business of radio broadcasting, in general. Accordingly, the Company’s actual performance may differ materially from those stated or implied herein. The Company assumes no obligation to publicly update or revise any forward-looking statements.

Contact:

Steve Fisher

Executive Vice President – Operations and Chief Financial Officer

610-660-5647

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