Entercom Spinning Off 14 Stations In 7 Markets
In an SEC filing dated March 20, CBS Corporation and Entercom Communications Corp. have filed with the Federal Communications Commission a series of applications on Form 314 and Form 315 to seek the FCC’s approval of the previously announced transactions to combine CBS’s radio business with Entercom in a merger, which will occur after a split-off of CBS’s radio business to CBS stockholders through an exchange offer.
These FCC Applications noted, among other things, that: Leslie Moonves, the Chairman of the Board, President and CEO of CBS, and Joseph R. Ianniello, the Chief Operating Officer of CBS, are proposed to be (temporary) directors of Entercom following the Merger. As directors of Entercom and officers of CBS, Messrs. Moonves and Ianniello will have attributable interests in the television stations owned by CBS and the radio stations owned by Entercom following the Merger. The FCC Applications include a request for a temporary waiver (not to exceed six months) of the FCC’s rules restricting radio-television cross-ownership for Moonves and Ianniello in not more than four markets for the limited period in which such individuals are expected to serve on the board of directors of Entercom (prior to the Merger, Moonves and Ianniello will each agree to resign from the board of directors of Entercom either six months after the closing of the Merger or the day before Entercom’s first annual meeting after the closing of the Merger — whichever comes first.
And here’s the really interesting part — “The Merger is expected to result in Entercom’s owning radio stations in seven markets in excess of the limits set forth in the FCC’s local radio ownership rule.” In order to comply with that rule, “Entercom has proposed to divest, in connection with the closing of the Merger, 14 radio stations in the following markets: Boston (2 FMs), Los Angeles (1 FM), Sacramento (3 FMs), San Diego (1 FM), San Francisco (4 FMs), Seattle (2 FMs) and Wilkes Barre-Scranton (1 FM). We understand that in Los Angeles, either Entercom Classic Rock KSWD (100.3 The Sound) or CBS Radio Adult Hits KCBS-FM (93.1 Jack FM) will be spun off, depending on the buyer.
No stations owned by CBS’s radio business will be divested prior to the closing of the Merger. To the extent that any radio stations required to be divested are not divested as of the closing of the Merger, CBS and Entercom have proposed to transfer these stations to a divestiture trustee, who will be charged with operating and promptly divesting the radio stations following the closing of the Merger.”
