Share Exchange Ratio Affirmed For CBS Radio/Entercom Deal


CBS Corp. has set the final exchange ratio in connection with its offer to shareholders to exchange their shares of CBS Class B common stock for shares of CBS Radio common stock.

It’s one of the final moves tied to the split-off of CBS Radio, and the combination of the AM and FM radio assets with Entercom Communications through the tax-advantageous Reverse Morris Trust process.

For each share of CBS Class B common stock that is validly tendered and accepted for exchange, CBS will deliver approximately 5.6796 shares of CBS Radio common stock (subject to receipt of cash in lieu of fractional shares).

The shares are to 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—expected to occur as soon as Friday (11/17).

CBS will accept 17,854,689 shares of its Class B common stock for exchange if the exchange offer is fully subscribed, based on the final exchange ratio.

The exchange offer will be subject to proration if it is oversubscribed, and the number of shares accepted in the exchange offer may be fewer than the number of shares tendered.

The exchange offer is scheduled to expire at 11:59pm Eastern on Thursday night.

In connection with the transactions, Goldman Sachs & Co. is acting as financial advisor and Wachtell, Lipton, Rosen & Katz is acting as legal advisor to CBS.

Meanwhile, Entercom shareholders are in Philadelphia’s Hotel Sofitel today (11/15) to vote on the CBS Radio merger. Entercom’s board of directors has unanimously approved the merger, and today’s gathering is largely seen as a formality.