Entercom Communications Corp. (NYSE: ETM) and CBS Corporation (NYSE: CBS.A and CBS) have 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.
The combination of CBS Corporation’s radio business with Entercom will be effected through a “Reverse Morris Trust” transaction, which is expected to be tax-free to CBS and its shareholders.
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.
The transaction is expected to close during the second half of 2017, subject to certain regulatory approvals and other customary closing conditions.
Morgan Stanley & Co. LLC and Centerview Partners are serving as financial advisors, and Latham & Watkins LLP is serving as legal counsel to Entercom.
Goldman, Sachs & Co. is serving as financial advisor, and Wachtell, Lipton, Rosen & Katz is serving as legal counsel to CBS Corporation.
Latham & Watkins LLP represents Entercom in the transaction with a corporate deal team led by Chicago partner Zachary Judd (picture), with associates Jonathan Schiller, Owen Alexander and Tessa White, and with assistance from partner Mark Gerstein. Advice was also provided on tax matters by Los Angeles partners Laurence Stein and Pardis Zomorodi, with associate William Kessler; on antitrust matters by Washington D.C. partners Marc Williamson and Amanda Reeves, with San Francisco associate Kelly Smith Fayne; on securities matters by Chicago partner Roderick Branch, with associates Nicholas Monsees, Patrick Foley and Paul Holmer; on finance matters by Chicago partners Brandon Anderson and Brad Kotler, with associate Joanna Bartold; on benefits and compensation matters by Chicago partner Robin Struve, with San Diego associate Michelle Khoury; on intellectual property matters by New York partner Jeffrey Tochner, with associate Tiana Hertel; on insurance matters by Los Angeles partner Peter Rosen and Washington D.C. partner David Barrett; on environmental matters by Chicago partner Karl Karg; and on litigation matters by Chicago partner Matthew Walch.
Involved fees earner: Zachary Judd – Latham & Watkins; Jonathan Schiller – Latham & Watkins; Owen Alexander – Latham & Watkins; Tessa White – Latham & Watkins; Mark Gerstein – Latham & Watkins; Laurence Stein – Latham & Watkins; Pardis Zomorodi – Latham & Watkins; William Kessler – Latham & Watkins; Marcellus Williamson – Latham & Watkins; Amanda Reeves – Latham & Watkins; Kelly Smith Fayne – Latham & Watkins; Brandon Anderson – Latham & Watkins; Brad Kotler – Latham & Watkins; Joanna Bartold – Latham & Watkins; Peter Rosen – Latham & Watkins; David Barrett – Latham & Watkins; Roderick Branch – Latham & Watkins; Nicholas Monsees – Latham & Watkins; Patrick Foley – Latham & Watkins; Paul Holmer – Latham & Watkins; Robin Struve – Latham & Watkins; Michelle Khoury – Latham & Watkins; Jeffrey Tochner – Latham & Watkins; Tiana Hertel – Latham & Watkins; Karl Karg – Latham & Watkins; Matthew Walch – Latham & Watkins;
Law Firms: Latham & Watkins;
Clients: Entercom Communications Corp.;