DOJ Clears CBS Radio-Entercom Deal, Entercom Swaps Assets

Entercom Communications Corp. today announced a series of agreements in connection with its pending merger with CBS Radio Inc., including:

• A settlement with the Antitrust Division of the U.S. Department of Justice that will allow Entercom and CBS Radio to move forward with the proposed combination
• Asset exchange agreements with iHeartMedia, Inc. and Beasley Broadcast Group, Inc.in Boston, Seattle, Richmond and Chattanooga
• Local Marketing Agreements with Bonneville International Corporation in San Francisco and Sacramento.

In connection with these agreements, Entercom now expects its proposed combination with CBS Radio to close as early as November 17, pending approval from the Federal Communications Commission.

“Today’s announcements mark a significant milestone as we work to complete the transformational combination of Entercom and CBS Radio,” said David Field, President and Chief Executive Officer, Entercom. “While it is necessary to divest certain stations in order to secure regulatory approval, it is difficult to part ways with so many strong brands and, most importantly, their talented people. However, we are excited by the terrific new additions to our lineup that will bolster our position in Boston and expand our footprint in the Southeast. We look forward to unlocking the potential of the combined company to deliver value for our listeners, customers and shareholders.”

Including the previously announced agreement by Entercom to divest three stations to Educational Media Foundation (EMF), Entercom and CBS Radio have agreed to divest a total of 19 radio stations in the markets of Boston, Los Angeles, Sacramento, San Diego, San Francisco, Seattle and Wilkes-Barre. Collectively, Entercom will receive 11 stations in the Boston, Chattanooga and Richmond markets.

iHeartMedia Asset Exchange Agreement

Under the terms of the asset exchange agreement, iHeartMedia will receive four stations in Boston and three stations in Seattle. Entercom will receive six stations in Richmond and four stations in Chattanooga. As a result of the agreement, Entercom will enter two new markets in Richmond and Chattanooga. The iHeartMedia transaction is expected to close in the first quarter of 2018. The complete list of stations in the asset exchange agreement include:

"We're excited to add these stations to iHeartMedia across broadcast, digital, mobile, social and our spectrum of iHeartRadio-branded live events," said iHeartMedia Chairman/CEO Bob Pittman. "This exchange is an opportunity for us to expand our presence and further strengthen our position in two markets-Seattle and Boston-even though we have to give up two smaller markets that have been an important part of this company. This was a difficult decision for us, but we think we arrived at the best decision for our company, and we are pleased that we'll continue to have a presence in the Richmond and Chattanooga markets through the iHeartRadio platform, Premiere Networks, the Total Traffic and Weather Network and the Virginia News Network."

Pittman added, "These markets are two of the few where we did not have a full complement of stations; now we will have a full complement in Boston and a full complement of FM stations in Seattle."


Beasley Asset Exchange Agreement

Under the terms of the asset exchange agreement, Beasley will receive one station in Boston. Entercom will receive WMJX-FM, one of Boston’s leading heritage stations, and $12 million in cash consideration. The Beasley transaction is expected to close in the first quarter of 2018.

Beasley CEO Caroline Beasley said, "Throughout Beasley Broadcast Group's 56 year history, we have actively managed our station portfolio with the goal of serving the communities where we operate with the best local programming and brands, diversifying our operations, managing risk and improving financial results. The agreement to add WBZ-FM to our portfolio addresses all of these strategic objectives as, upon completion, we will complement our already strong Boston market presence and content with the market's best and most listened-to professional sports programming."

She continued, "Boston fans love their strong local teams and 98.5 The Sports Hub was the first Boston FM Sports Talk Radio Station to address this interest. Not only is The Sports Hub the flagship station for the New England Patriots, the Boston Bruins, the Boston Celtics and the New England Revolution, but it also features an outstanding line-up of on-air talent to keep Boston sports fans on top of all of their favorite teams every day, at any time and on any device."

The complete list of stations in the asset exchange agreement include:

Bonneville Local Marketing Agreement

Under the terms of the LMA, Bonneville will program four stations in San Francisco and four stations in Sacramento. The LMA will become effective upon the closing of the Entercom and CBS Radio merger. The complete list of stations in the LMA include:

Regulatory Update

In connection with the settlement with the DOJ, the agreements with iHeartMedia, Beasley and Bonneville announced today will clear the way for the Entercom and CBS Radio merger to move forward, pending FCC approval.

On February 2, 2017, Entercom announced an agreement to combine with CBS Radio in an all-stock transaction which is expected to be tax-free to CBS and its shareholders. The merger will make Entercom a leading local media and entertainment company with a nationwide footprint of 235 stations, with coverage of close to 90% of persons 12+ in the top 50 markets, as well as robust digital capabilities and a growing events platform.