Entercom, CBS Move Closer to Closing


Assuming the DOJ or FCC aren’t waiting in the wings to derail this deal, it looks like mid to late November, CBS Radio will be gone and Entercom will become one of the largest radio companies in the industry, with 235 stations, including stations in 22 of the top 25 U.S. markets. Entercom CEO David Field has never wavered from his prediction that this mega-merger would close in the 4th quarter of 2017. First the news from The CBS Corporation.

On Thursday, CBS Corporation announced the commencement of an exchange offer for the separation of the radio division so it could be merged with Entercom. The exchange offer is the next step in this merger which is being done through a “Reverse Morris Trust” transaction. CBS CEO Les Moonves said, “We are very pleased to be taking this important step toward the split-off of our radio business in a way that we believe is good for CBS Radio, good for the CBS Corporation, and good for our shareholders. This exchange offer will give equity holders the opportunity to invest in what we believe will be a best-in-class radio company, with top assets and a terrific management team. And for CBS, we expect that it will unlock even more value and allow us to become even more focused on the creation and distribution of premium video content.”

In the exchange offer, CBS shareholders will have the opportunity to exchange their shares of CBS Class B common stock for shares of CBS Radio common stock, which will be immediately converted into the right to receive an equal number of shares of Entercom Class A common stock upon completion of the proposed merger, in each case subject to certain customary terms and conditions. The exchange offer and merger are generally expected to be tax-free to participating CBS shareholders for U.S. federal income tax purposes.

Read the CBS press release HERE


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