DOJ 'Second Request' Could Delay Entercom-CBS Radio Merger
April 21, 2017 at 4:11 AM (PT)
The DEPARTMENT OF JUSTICE has served ENTERCOM and CBS a “request for additional information," which may slow down the mega merger of ENTERCOM with CBS RADIO.
In a form 8-K filing with THE SECURITIES AND EXCHANGE COMMISSION, ENTERCOM wrote, "On APRIL 19, 2017, ENTERCOM COMMUNICATIONS CORP. received a request for additional information and documentary material, often referred to as a 'second request,' from the UNITED STATES DEPARTMENT OF JUSTICE (the “DOJ”) in connection with the Company’s previously announced Agreement and Plan of Merger (the 'Merger Agreement') entered into with CONSTITUTION MERGER SUB CORP., a DELAWARE corporation and wholly owned subsidiary of the Company, CBS CORPORATION, a DELAWARE corporation ('CBS'), and CBS RADIO INC., a DELAWARE corporation and an indirect wholly owned subsidiary of CBS ('CBS RADIO'), to combine with CBS’s radio business in a two-step all stock 'Reverse Morris Trust' transaction."
ENTERCOM explained, "The second request was issued under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). CBS received an identical request for additional information and documentary material from the DOJ in connection with the Transactions. Consummation of the Transactions is conditioned on expiration of the waiting period applicable under the HSR Act, among other conditions.
"Issuance of the second request extends the waiting period under the HSR Act until 30 days after all parties to the Merger Agreement have substantially complied with the second request, unless the waiting period is terminated earlier by the DOJ or the parties voluntarily extend the time for closing. The Company continues to anticipate that the Transactions will be completed in the second half of 2017."