WJMK FM 104.3.<\/a><\/p>\nEncompassing 244 stations, including 23 of the top 25 markets, the combined company will be known as Entercom and headquartered in Philadelphia.<\/p>\n
Tim Pohlman, senior vice president and market manager of CBS Radio Chicago, did not respond to a request for comment.<\/p>\n
In a statement announcing the sale, Andre Fernandez, president and CEO of CBS Radio, said: \u201cToday marks the beginning of a new chapter for us as we join with an organization with an equally deep tradition in radio broadcasting. The opportunities for the new company are enormous \u2013 thanks to our combined collection of industry-leading stations and brands.\u201d<\/p>\n
Fernandez will continue until the transaction closes, expected in the second half of 2017, subject to government regulatory approval.<\/p>\n
Here is the text of the announcement:<\/strong><\/p>\nCBS CORPORATION AND ENTERCOM ANNOUNCE MERGER OF CBS RADIO WITH ENTERCOM TO CREATE PREEMINENT RADIO PLATFORM<\/em><\/p>\nDeal Creates Scale and Reach Across the U.S., with a Nationwide Footprint of 244 Stations, Including 23 of the Top 25 Markets<\/em><\/p>\nNew York, NY and Bala Cynwyd, PA\u2014Entercom Communications Corp. (NYSE: ETM) and CBS Corporation (NYSE: CBS.A and CBS) today announced that the companies have entered into an agreement by which Entercom will combine with CBS Radio in a tax-free merger. The transaction will create a preeminent radio platform, with a nationwide footprint of 244 stations, including 23 of the top 25 U.S. markets, as well as robust digital capabilities and a growing events platform.<\/em><\/p>\n\u201cThis agreement is great for shareholders and achieves our previously stated objectives by separating our radio business in the best possible way,\u201d said Leslie Moonves, Chairman and Chief Executive Officer, CBS Corporation. \u201cEntercom is a superbly run company, and together with CBS Radio\u2019s powerful brands and remarkable people, we are creating an organization that will be even better positioned to succeed in this rapidly evolving media landscape.\u201d<\/em><\/p>\nDavid J. Field, President and CEO of Entercom, who will lead the combined company, said, \u201cThese two great companies, with their impressive histories, complementary assets, and premier content and brands, are a perfect strategic and cultural fit, enabling us to deliver local connection on a national scale and drive accelerated growth. We look forward to welcoming our talented new colleagues at CBS Radio, and we have the utmost respect for their significant contributions to the industry.\u201d<\/em><\/p>\nMr. Field continued, \u201cRadio reaches more Americans than any other medium, and offers advertisers outstanding ROI and local activation. This transformational transaction creates scale- driven efficiencies and opportunities to compete more effectively with other media to better serve our listeners and our advertisers. 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.\u201d<\/em><\/p>\nAndre Fernandez, who will continue as President and CEO of CBS Radio through the closing of the transaction, said, \u201cI couldn\u2019t be more proud of the CBS Radio team and all of the exciting breaking news, live events, and business initiatives happening every day across the country. Today marks the beginning of a new chapter for us as we join with an organization with an equally deep tradition in radio broadcasting. The opportunities for the new company are enormous \u2013 thanks to our combined collection of industry-leading stations and brands.\u201d<\/em><\/p>\nThe merger will create a leading local media and entertainment company with strong, complementary assets on a national scale, including:<\/em><\/p>\n\n- A leading sports platform with the rights to broadcast 45 pro sports teams, including the New York Yankees, the Boston Red Sox, the Chicago Cubs, the New England Patriots, the Atlanta Falcons, and the Golden State Warriors, and 100+ popular local sports talk shows, including the most-listened-to sports talk station in the country, as well as the CBS Sports Radio Network, which is made up of 300 affiliated radio stations across the country<\/em><\/li>\n
- Leadership in news and news\/talk format, with some of the most-listened-to news and talk radio stations nationwide, including 1010 WINS in NY, KNX in LA, and WBBM in Chicago<\/em><\/li>\n
- A diverse array of music and entertainment formats with popular personalities who are leading influencers of custom curated music and entertainment experiences that drive music discovery<\/em><\/li>\n
- A leading creator of more than 4,500 live original events per year, from music festivals and large shows to intimate performances with big-name artists<\/em><\/li>\n
- A growing portfolio of digital content that expands reach and engagement by local on-air talent through original programming and social media<\/em><\/li>\n
- The ability to monetize the intellectual property of dozens of major-market radio shows across multiple emerging platforms<\/em><\/li>\n
- Legendary local stations with rich heritage and well-known call letters, which will remain after the transaction<\/em><\/li>\n<\/ul>\n
\u2028Transaction Details<\/em><\/p>\n\u2028The combined companies\u2019 pro forma revenue on a trailing 12 months basis was approximately $1.7 billion \u2013 which would make it the second-largest radio station owner in the U.S. \u2013 and adjusted EBITDA was nearly $500 million, including expected transaction synergies. With pro forma leverage of approximately 4.0x net debt\/Adjusted EBITDA, the merger will create a well- capitalized company with a market cap of over $2 billion, a strong balance sheet, significant free cash flow generation, and an attractive dividend, positioned to drive shareholder value.<\/em><\/p>\n\u2028The combination of CBS Corporation\u2019s radio business with Entercom will be effected through a \u201cReverse Morris Trust\u201d transaction, which is expected to be tax-free to CBS and its shareholders. As part of the transaction, 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, CBS Radio shareholders will receive approximately 105 million 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 on a fully diluted basis.<\/em><\/p>\nThe transaction is subject to approval by Entercom shareholders. Entercom Chairman Joseph M. Field, a controlling shareholder of Entercom, has agreed to vote in favor of the transaction.<\/em><\/p>\nThe transaction is expected to close during the second half of 2017, subject to certain regulatory approvals and other customary closing conditions.<\/em><\/p>\nGovernance & Structure<\/em><\/p>\nThe combined company will be known as Entercom and will be headquartered in Philadelphia, with a significant ongoing presence in New York. Upon closing, the company\u2019s Board of Directors will consist of nine members: five current Entercom directors, including David Field as Chairman of the Board, and four directors nominated by CBS Radio.<\/em><\/p>\n","protected":false},"excerpt":{"rendered":"With the surprise merger of CBS Radio and Entercom announced Thursday, it\u2019s a whole new day for the seven Chicago radio stations in the CBS portfolio. Employees awoke to news of the $1.7 billion deal that will create a new company for all-news WBBM AM 780\/WCFS FM 105.9; sports\/talk WSCR AM 670; Top 40 WBBM... Continue reading →<\/span><\/a><\/p>\n","protected":false},"author":2,"featured_media":0,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":[],"categories":[1],"tags":[],"_links":{"self":[{"href":"https:\/\/robertfeder.dailyherald.com\/wp-json\/wp\/v2\/posts\/13348"}],"collection":[{"href":"https:\/\/robertfeder.dailyherald.com\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/robertfeder.dailyherald.com\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/robertfeder.dailyherald.com\/wp-json\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/robertfeder.dailyherald.com\/wp-json\/wp\/v2\/comments?post=13348"}],"version-history":[{"count":5,"href":"https:\/\/robertfeder.dailyherald.com\/wp-json\/wp\/v2\/posts\/13348\/revisions"}],"predecessor-version":[{"id":13354,"href":"https:\/\/robertfeder.dailyherald.com\/wp-json\/wp\/v2\/posts\/13348\/revisions\/13354"}],"wp:attachment":[{"href":"https:\/\/robertfeder.dailyherald.com\/wp-json\/wp\/v2\/media?parent=13348"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/robertfeder.dailyherald.com\/wp-json\/wp\/v2\/categories?post=13348"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/robertfeder.dailyherald.com\/wp-json\/wp\/v2\/tags?post=13348"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}