CBS Begins Exchange Offer to Separate Radio Unit

RADIO ONLINE | Thursday, August 24, 2017

CBS Corp. has begun its separation from CBS Radio with an exchange offer that will ultimately allow the CBS radio group to become a major component in publicly traded Entercom Communications Corp. Under the exchange offer, holders will receive the right to exchange all or a portion of shares of outstanding CBS Class B common stock, par value $0.001, for shares of Radio Common Stock. In the Merger, each outstanding share of Radio Common Stock will be converted into the right to receive an equal number of shares of Entercom Class A common stock.

In a filing with the SEC, CBS said it had decided to pursue the exchange offer in order to facilitate the separation of CBS's radio business from CBS's other mass media businesses in a tax-efficient manner, that better positions CBS to focus on its core remaining businesses.

In the event that the exchange offer is consummated but is not fully subscribed, or the exchange offer is consummated but not all of the shares of Radio Common Stock owned by CBS are exchanged due to the upper limit being in effect, CBS will distribute the remaining outstanding shares of Radio Common Stock held by CBS in a spin off. Such remaining outstanding shares of Radio Common Stock will be distributed on a pro rata basis in the Spin-Off to holders of CBS Common Stock.