CBS Braces For Radio Separation

CBS Corporation yesterday announced the commencement of an exchange offer for its impending separation of its radio business as part of its previously announced agreement to combine CBS Radio Inc. with Entercom Communications Corp, creating an enhanced company with a nationwide footprint of 235 radio stations, including stations in 22 of the top 25 markets.

The exchange offer represents the next step in the planned combination of CBS Radio and Entercom, which will be effected through a “Reverse Morris Trust” transaction. 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.

“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,” said Les Moonves, Chairman and Chief Executive Officer, CBS Corporation. “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.”

Now, please enjoy this added-value authentic corporate gibberish: “Unless the exchange offer is extended or terminated, the final exchange ratio will be announced in a press release no later than 11:59pm ET, on November 14, 2017, and that exchange offer will expire at 11:59pm ET on November 16, 2017. The final exchange ratio, as well as a daily indicative exchange ratio beginning at the end of the third day of the exchange offer period, will also be available at www.cbscorpexchange.com. Immediately following the completion of the exchange offer, a special-purpose merger subsidiary of Entercom will be merged with and into CBS Radio, with CBS Radio surviving the merger and becoming a wholly owned subsidiary of Entercom.”