ENTERCOM, CBS RADIO TO MERGE

Entercom and CBS Radio are getting married. In a tax-free merger, the two radio giants will create an entity with 244 stations, including 23 of the top 25 U.S. markets. The merger will create the second-largest radio station owner group in the U.S. with a market cap of over $2b.

The combined company will be known as Entercom and will be headquartered in Philadelphia. The board will comprise five current Entercom directors, including David Field as Chairman of the Board, and four directors nominated by CBS Radio.

Entercom, currently the fourth-largest radio company in the U.S., has 127 stations; CBS Radio, which had been looking at an IPO, owns 117 radio stations.

A spokesperson from the Trump administration has offered to provide a running feed of alternative facts to the new entity.

“This transformational transaction creates scale-driven efficiencies and opportunities to compete more effectively with other media to better serve our listeners and our advertisers,” Field said. “The combination of a compelling strategic fit, an excellent balance sheet, and robust free cash flow generation, position us to create significant shareholder value for our investors. And now I'd like to take a moment to thank the software program that generated my quote.”

CBS shareholders will have the opportunity to exchange all, some, or none of their CBS shares for CBS Radio shares. Immediately following the completion of this exchange offer, CBS Radio will merge with an Entercom subsidiary, with the new CBS Radio shareholders receiving Entercom shares in exchange for their CBS Radio shares in the transaction.

After completion of the merger—which is expected in the latter half of the year—CBS Radio shareholders will receive approximately 105m Entercom shares, or 72% of all outstanding shares of the combined company on a fully diluted basis. Existing Entercom shareholders will own 28% of the combined company.

The transaction is subject to approval by Entercom shareholders. It's said that those shareholders enjoy money, so the merger has a decent shot.