FCC Approves CBS Radio, Entercom Merger

Entercom Communications Corp. Thursday announced receipt of approval from the Federal Communications Commission to complete the proposed tax-free combination with CBS Radio.

The FCC’s order concluded that granting its approval to the merger and transfer applications related to the combination of Entercom and CBS Radio will serve the public interest, convenience and necessity.

Entercom expects its proposed combination with CBS Radio to close as early as November 17, 2017.

David Field

“We are energized and excited by today’s announcement from the FCC. The Commission’s approval marks a significant milestone on our path toward completing the transformational combination of Entercom and CBS Radio,” said David Field, President and Chief Executive Officer, Entercom.

“This brings Entercom an important step closer to our goal of delivering greater value for our listeners, customers and shareholders as a leading media and entertainment company with national scale and the No. 1 creator of live, original and local audio content.”

As previously announced, CBS Corporation launched an exchange offer for the separation of its radio business as part of the agreement to combine CBS Radio and Entercom, which is scheduled to expire at 11:59 p.m., New York City time, on November 16, 2017, unless the exchange offer is extended or terminated.

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, and the unrivaled leader in news and sports radio.

The deal’s approval, the Commission says, is “subject to certain conditions.” With that, the FCC also granted associated waivers on a temporary basis of six months.

Specifically, CBS and Entercom sought a temporary waiver of the radio-television cross-ownership rule in the San Francisco-Oakland-San Jose and Miami-Fort Lauderdale markets to permit CBS executives Leslie Moonves and Joseph Ianniello (Temporary Directors) to serve as Entercom directors for no longer than six months following the close of the transactions.

Entercom also sought a waiver of the local radio ownership rule to maintain its current ownership interests in the Kansas City market. In addition, Entercom currently holds a grandfathered radio combination in the Scranton-Wilkes Barre, Pa., Nielsen audio market.

All were granted, with the San Francisco and Miami waivers expiring in six months.