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Published on 9/18/2007 in the Prospect News Special Situations Daily.

Regent Communications reaches settlement in shareholder litigation

By Lisa Kerner

Charlotte, N.C., Sept. 18 - Regent Communications, Inc. and Riley Investment Partners Master Fund, LP reached a settlement agreement, along with SMH Capital Inc. and related parties, according to a schedule 13D filing with the Securities and Exchange Commission.

In August, Regent filed a lawsuit against Riley Investment and SMH Capital in a Delaware District Court alleging violations of the Securities Exchange Act of 1934.

Under the settlement agreement:

• The demand for a special meeting was removed;

• Regent expanded its board to seven directors and appointed Riley Investment principal John Ahn and Joseph Patrick Hannan, formerly with the radio division of Lincoln Financial Media, to the board;

• Riley Investment will not call for any special meeting or nominate any person for election to Regent's board through Sept. 14, 2008;

• Regent's bylaws will not be amended without approval by a majority of the board; and

• Each party will bear its own costs relating to the pending litigation, the proposed special meeting, the agreement, the release and all related matters.

It was previously reported that Riley Investment was "disappointed" that Regent chose to sue two of its largest stockholders, including Riley Investment, to block a vote at a special meeting. Riley Investment had requested that Regent hold its annual meeting on Sept. 3 to amend the bylaws, make a nine-member board and elect Ahn, Hannan, Bob D'Agostino and Jared Davis to Regent's board.

The investor has in the past suggested the Cincinnati-based radio broadcasting company sell as a means of increasing shareholder value.


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