CBS Radio-Entercom Deal Has 'Drop Dead Date'

In an amendment filed with the SEC Wednesday, CBS and Entercom have agreed that if this nearly $3 Billion deal to merge the two companies does not take place by January 31, 2018, it can be called off.

According to RadioInk, the amendment also states that the time-frame for closing the deal can also be extended to May 2, 2018. Here is the exact wording of the amendment filed with the FCC…

“Amendment No. 2 provides that, among other things, the Merger Agreement can be terminated by either CBS or Entercom if the Merger has not been consummated as of January 31, 2018. Notwithstanding the foregoing, each of CBS and Entercom has the right to extend such date until May 2, 2018 if, by November 2, 2017, the approval of the Federal Communications Commission has not been obtained or if the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has not occurred, in each case only if the failure to consummate the Merger is not due to a party’s failure to perform its obligations under the Merger Agreement. However, if as of January 31, 2018, the conditions to the closing of the Merger concerning the expiration or termination of any applicable waiting period under the HSR Act, the approval of the FCC, the approval of Entercom’s shareholders and the absence of any law or order restraining, enjoining or prohibiting the consummation of the transaction have all been satisfied, CBS may not terminate the Merger Agreement due to the passing of the termination date of the Merger Agreement.”

Entercom CEO David Field has said he expects the deal to close in Q4 of this year. He has been consistent with that expectation.