UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

~~Current~~CURRENT ~~Report~~REPORT

Pursuant to Section 13 or 15(d) of The

~~of the~~ Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~ February 158, 2013

DIAL GLOBAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-14691	~~001~~95-~~14691~~3980449	~~95-3980449~~
(State or other jurisdiction		(Commission	(IRS Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)		File Number)	Identification No.)
220 W. 42nd StreetNew York, NY			10036
(Address of principal executive offices)			(Zip Code)

220 W. 42nd Street

New York, NY, 10036

(Address of principal executive offices)

Registrant's telephone number, including area code: (212) 967-2888

~~Not~~(Former ~~Applicable~~name or former address, if changed since last report.)

(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 (see General Instruction A.2. below):

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))

~~Item~~Section 1~~.01. Entry~~ Registrant's ~~into~~Business aand ~~Material Definitive Agreement.~~Operations

AsItem ~~previously reported, on December 14, 2012, Dial Global, Inc~~1.02 ~~(the~~Termination ~~“Company”)~~of ~~entered into (i)~~ a ~~Second~~Material ~~Limited~~Definitive ~~Waiver to Credit~~ Agreement with the administrative agent and certain lenders (the “First Lien Lenders”) under its First Lien Credit Facility and (ii) a Third Amendment and Limited Waiver to Second Lien Credit Agreement with the administrative agent and certain lenders (the “Second Lien Lenders”) under its Second Lien Term Loan Facility (collectively with the First Lien Credit Facility, the “Credit Facilities”), pursuant to which such lenders agreed, among other things, to extend the waiver period with respect to certain events of noncompliance under the Credit Facilities to January 15, 2013.

On ~~January~~February 158, 2013, ~~the Company entered into a Third Limited Waiver to Credit Agreement~~ (the “~~First~~Termination ~~Lien Waiver~~Date”), ~~with~~Mr. ~~the~~Landau ~~administrative~~elected ~~agent~~to ~~and~~terminate ~~certain~~his ofemployment ~~its~~agreement ~~lenders~~for ~~under~~“good ~~its~~reason” ~~First~~in ~~Lien~~accordance ~~Credit~~with ~~Facility~~the ~~and~~change ain ~~Fourth~~the ~~Amendment~~executive ~~and~~management ~~Limited~~of ~~Waiver~~Dial toGlobal, ~~Second~~Inc. ~~Lien Credit Agreement~~ (the “~~Second~~Company”) ~~Lien~~to ~~Waiver”~~a ~~and~~single-CEO ~~together~~structure. As ~~with~~part ~~the~~of ~~First~~his ~~Lien~~employment ~~Waiver~~agreement, ~~the~~Mr. ~~“Waivers”)~~Landau ~~with~~will ~~the~~continue ~~administrative~~to ~~agent~~receive ~~and~~his ~~certain~~contractual ofbase ~~its~~salary ~~lenders~~($600,000) ~~under~~in ~~its~~equal ~~Second~~installments ~~Lien~~over ~~Term~~two ~~Loan~~(2) ~~Facility~~years ~~pursuant~~and tobenefits ~~which~~at the ~~lenders~~Company's ~~party~~expense ~~thereto~~provided ~~agreed~~Mr. toLandau ~~amend~~executes ~~certain provisions of~~ the ~~Credit~~general ~~Facilities~~release ~~and~~attached ~~extend their respective waiver periods with respect~~ to ~~certain~~his ~~events~~employment ofagreement ~~noncompliance~~in ~~under~~connection ~~the~~therewith ~~Credit~~and ~~Facilities~~does tonot ~~February~~breach ~~28, 2013~~ or ~~such~~revoke ~~earlier~~it ~~date~~or oncertain ~~which~~provisions ~~the~~of ~~Waivers~~his ~~expire~~employment ~~pursuant to their terms~~agreement. ~~In addition~~Additionally, ~~pursuant to~~ the ~~Second~~portion ~~Lien~~of ~~Waiver,~~Mr. ~~and~~Landau's ~~subject~~stock tooption ~~the~~for ~~terms~~1,637,000 ~~and~~shares ~~conditions~~at ~~set~~an ~~forth~~exercise ~~therein,~~price ~~certain~~ of ~~the~~$3.27/share ~~lenders~~(awarded ~~party~~on ~~thereto~~December ~~agreed~~20, to2011) ~~provide~~scheduled ~~the~~to ~~Company~~vest ~~with~~on ~~supplemental~~or ~~borrowing~~prior ~~capacity of up~~ to ~~$5 million under~~ the ~~Second~~six-month ~~Lien~~anniversary ~~Term~~of ~~Loan~~the ~~Facility~~Termination Date (~~the~~i.e., ~~“Supplemental~~August ~~Facility”~~8, 2013), ~~which~~or ~~Supplemental~~approximately ~~Facility~~15% ~~will~~of ~~mature~~the onoption ~~February 28~~award, ~~2013~~accelerated orand ~~such~~immediately ~~earlier~~vested ~~date~~upon ~~on which~~ the ~~obligations~~Termination ~~under~~Date ~~the~~and ~~Supplemental~~will ~~Facility~~remain ~~are~~exercisable ~~automatically~~for ~~accelerated,~~one ~~including~~year ~~upon~~through ~~the~~February ~~occurrence~~8, of2014. Mr. anLandau ~~event~~is ofsubject ~~default. Also~~to ona ~~January~~two-year ~~15,~~non-compete ~~2013,~~ in connection with the ~~Waivers,~~foregoing. A copy of the Company's ~~entered~~employment ~~into~~agreement awith ~~Third~~Mr. ~~Amendment~~Landau towas ~~Intercreditor~~previously ~~Agreement~~filed ~~implementing~~with the ~~provisions of the Waivers and the Supplemental Facility~~SEC.

~~The~~Section ~~Company~~5 Corporate isGovernance ~~engaged in continuing discussions with its First Lien Lenders~~ and Second Lien Lenders regarding the terms of a restructuring of its obligations under its Credit Facilities. Although the Company believes that the parties have established a framework for a potential restructuring of the Company's obligations under its Credit Facilities, there can be no assurance that the Company and its lenders will be able to reach agreement regarding a restructuring on terms acceptable to the Company and its lenders prior to the termination of the Waivers, or at all. Management

~~The~~Item ~~foregoing~~5.02 ~~description~~Departure of ~~the~~Directors ~~First~~or ~~Lien~~Certain ~~Waiver~~Officers; ~~and~~Election ~~the~~of ~~Second~~Directors; ~~Lien~~Appointment ~~Waiver~~of isCertain ~~qualified~~Officers; inCompensatory ~~its~~Arrangements ~~entirety by reference to the full text~~ of ~~such~~Certain ~~Waivers, which Waivers are filed as Exhibit 10~~Officers.~~1 and Exhibit 10.2 hereto, respectively, and incorporated by reference herein.~~

(b) On February 8, 2013, Mr. Landau's employment with the Company terminated as described in Item 91.0102 above. ~~Financial~~Mr. ~~Statements~~Landau ~~and~~was ~~Exhibits~~co-Chief Executive Officer of the Company. As part of the executive management change noted above, Mr. Williams, also previously a co-Chief Executive Officer of the Company, became the Company's President. Mr. Williams will report to Mr. Brown who became the Company's sole Chief Executive Officer effective February 8, 2013.

(de) ~~Exhibits~~The information in Item 1.02 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.02(e).

~~The~~Section ~~following~~9 Financial ~~exhibits~~Statements ~~are~~and ~~being filed herewith:~~Exhibits

Exhibit Number		Description
10.1		Third Limited Waiver to Credit Agreement, entered into as of January 15, 2013, by and among Dial Global, Inc. and the lenders party thereto.
10.2		Fourth Amendment and Limited Waiver to Second Lien Credit Agreement, entered into as of January 15, 2013, by and among Dial Global, Inc. and the lenders party thereto.

Item 9.01 Financial Statements and Exhibits.



(d)	Exhibits. None.

SIGNATURES

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

~~Date: January 16, 2013~~ DIAL GLOBAL, INC.~~By:/S/ MELISSA GARZA Name: Melissa GarzaTitle: General Counsel~~


Date: February 14, 2013	By: /s/ Melissa Garza

Name: Melissa Garza

Title: General Counsel

Filing Compare · DIAL GLOBAL, INC. /DE/