Revised Timeline For CBS/Entercom Merger

CBS Corporation on Wednesday filed an amended 8-K form with the Securities and Exchange Commission spelling out some noteworthy dates in the timeline of its proposed merger with Entercom. The newly added “Amendment No. 2” provides, among other things, that the Merger Agreement can be terminated by either CBS Radio or Entercom if the Merger has not been consummated as of January 31, 2018. Notwithstanding the foregoing, CBS Radio and Entercom have the right to extend such date until May 2, 2018 if, by November 2, 2017, FCC approval has not been obtained, or if the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), has not occurred, in each case only if the failure to consummate the Merger is not due to a party’s failure to perform its obligations under the Merger Agreement.

“However,” the filing continues, “if as of January 31, 2018, the conditions to the closing of the Merger concerning the expiration or termination of any applicable waiting period under the HSR Act, the approval of the FCC, the approval of Entercom’s shareholders and the absence of any law or order restraining, enjoining or prohibiting the consummation of the transaction have all been satisfied, CBS may not terminate the Merger Agreement due to the passing of the termination date of the Merger Agreement.” That being said, however, CBS remains optimistic that the transaction will be completed during the fourth quarter of 2017.