Entercom Tells SEC It'll Expand Board To 10 Members After CBS Radio Deal Closes; CBS Details Merger Procedure

Bigger Board

ENTERCOM and CBS RADIO have amended their merger agreement to structure the merged company's Board of Directors.

The new board, according to an SEC filing, will consist of 10 members. The six current ENTERCOM board members will be joined by four from CBS -- STEFAN M. SELIG, SEAN CREAMER, CBS Chairman/President/CEO LESLIE MOONVES, and CBS COO JOSEPH R. IANNIELLO. MOONVES and IANNIELLO have agreed to submit their resignations effective upon the earlier of 6 months after closing or the day before the first post-merger annual meeting.

CBS Filing Spells Out Stock Maneuvers For Merger

CBS RADIO INC. has also filed the SEC registration for the exchange offer as part of the merger.  Under the offer, CBS RADIO will merge into CONSTITUTION MERGER SUB CORP., a wholly-owned ENTERCOM subsidiary, and will then emerge as CBS RADIO, a wholly-owned subsidiary of CBS CORPORATION.  CBS RADIO will then complete a stock split by offering CBS CORP. Class B common stock holders the option to exchange their shares for ENTERCOM Class A common stock.  The exchange offer will have CBS offering all 101,407,494 shares of CBS RADIO Common Stock; shares of Radio Common Stock that are not exchanged will be distributed in a spin-off on a pro rata basis to CBS Class A and B Common Stock holders except for validly tendered shares of CBS Class B Common Stock (the spin-off will only occur if not all shares are validly tendered).  The CBS Radio Common Stock will then be immediately converted into shares of Entercom Class A Common Stock upon consummation of the merger.   About 72% of ENTERCOM's post-merger shares are expected to be held by pre-merger holders of CBS Common Stock; 28% will held by ENTERCOM pre-merger stock holders.

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