NEW YORK, March 2, 2017 /PRNewswire/ -- Entercom
Communications Corp. (NYSE: ETM) and CBS Radio Inc. ("CBS Radio")
today announced that CBS Radio has established pricing for a
seven-year, $500 million senior
secured term loan B to be issued in connection with their
previously announced merger. The loan will have an interest rate of
LIBOR plus 2.75%, with no LIBOR floor, and will be issued at
par.
The new term loan will be issued to refinance Entercom's capital
structure, with proceeds used to repay its existing term loan and
redeem its preferred stock, as well as pay transaction fees and
expenses. CBS Radio's credit facility is being amended to include
the new term loan, which is expected to be funded at the closing of
the merger. That transaction is expected to close during the second
half of 2017, subject to the approval of Entercom shareholders,
certain regulatory approvals, and other customary closing
conditions.
Forward-Looking Statements
This press release contains
certain statements about Entercom Communications ("Entercom") and
CBS Radio Inc. ("CBS Radio"), a wholly owned subsidiary of CBS
Corporation ("CBS"), that are "forward-looking statements" within
the meaning of Section 27A of the United States Securities Act of
1933, as amended, and Section 21E of the United States Securities
Exchange Act of 1934, as amended. These matters involve risks and
uncertainties as discussed in Entercom's and CBS's respective
periodic reports on Form 10-K and Form 10-Q and current
reports on Form 8-K, filed from time to time with the
Securities and Exchange Commission ("SEC"). The forward-looking
statements contained in this press release may include statements
about the expected effects on Entercom, CBS and CBS Radio of the
proposed separation of CBS's radio business and merger of CBS Radio
with an Entercom subsidiary (collectively, the "Transaction"); the
anticipated timing and benefits of the Transaction and Entercom's,
CBS's and CBS Radio's anticipated financial results; and also
include all other statements in this press release that are not
historical facts. Without limitation, any statements preceded or
followed by or that include the words "targets," "plans,"
"believes," "expects," "intends," "will," "likely," "may,"
"anticipates," "estimates," "projects," "should," "would," "could,"
"positioned," "strategy," "future," or words, phrases, or terms of
similar substance or the negative thereof, are forward-looking
statements. These statements are based on the current expectations
of the management of Entercom, CBS and CBS Radio, (as the case may
be) and are subject to uncertainty and to changes in circumstances
and involve risks and uncertainties that could cause actual results
to differ materially from those expressed or implied in such
forward-looking statements. In addition, these statements are based
on a number of assumptions that are subject to change. Such risks,
uncertainties and assumptions include: the satisfaction of the
conditions to the Transaction and other risks related to the
completion of the Transaction and actions related thereto;
Entercom's and CBS's ability to complete the Transaction on the
anticipated terms and schedule, including the ability to obtain
shareholder and regulatory approvals and the anticipated tax
treatment of the Transaction and related transactions; the ability
to obtain financing or refinancing related to the Transaction upon
acceptable terms or at all; risks relating to any unforeseen
liabilities, future capital expenditures, revenues, expenses,
earnings, synergies, economic performance, indebtedness, financial
condition, losses, and future prospects; business and management
strategies and the expansion and growth of Entercom's operations;
volatile price or trading volume of Entercom's common stock;
failure to pay dividends to holders of Entercom's common stock;
impairment charges for FCC licenses and goodwill; Entercom's
ability to integrate CBS's radio business successfully after the
closing of the Transaction and to achieve anticipated synergies;
and the risk that disruptions from the Transaction will harm
Entercom's or CBS's businesses. However, it is not possible to
predict or identify all such factors. Consequently, while the list
of factors presented here is considered representative, no such
list should be considered to be a complete statement of all
potential risks and uncertainties. Unlisted factors may present
significant additional obstacles to the realization of
forward-looking statements. Forward-looking statements included
herein are made as of the date hereof, and neither Entercom nor CBS
undertakes any obligation to update publicly such statements to
reflect subsequent events or circumstances.
Additional Information and Where to Find It
This press
release does not constitute an offer to buy, or solicitation of an
offer to sell, any securities of Entercom, CBS or CBS
Radio. In connection with the Transaction, Entercom will file
with the SEC a registration statement on Form S-4 that will
include a proxy statement and prospectus of Entercom relating to
the Transaction; CBS will file with the SEC a Schedule TO with
respect to the proposed exchange offer; and CBS Radio will file
with the SEC a registration statement on Form S-1, Form S-4 and/or
Form 10 that will include a prospectus of CBS Radio relating to the
proposed exchange offer. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THESE DOCUMENTS, AND ANY OTHER RELEVANT DOCUMENTS,
WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT ENTERCOM, CBS, CBS RADIO, AND THE TRANSACTION.
Investors and security holders will be able to obtain these
materials (when they are available) and other documents filed with
the SEC free of charge at the SEC's website, www.sec.gov. In
addition, copies of these materials (when they become available)
may be obtained free of charge by accessing CBS's website at
www.cbscorporation.com, or from Entercom by accessing Entercom's
website at www.entercom.com. Shareholders may also read and copy
any reports, statements and other information filed by Entercom or
CBS with the SEC, at the SEC public reference room at 100 F Street,
N.E., Washington D.C. 20549.
Please call the SEC at 1-800-SEC-0330 or visit the SEC's website
for further information on its public reference room.
Participants in the Solicitation
Entercom, CBS and
certain of their respective directors, executive officers and other
members of management and employees may be deemed to be
participants in the solicitation of proxies from shareholders in
respect of the Transaction under the rules of the SEC.
Information regarding Entercom's directors and executive officers
is available in its Annual Report on Form 10-K filed with the
SEC on February 28, 2017, and in its definitive proxy
statement filed with the SEC on March 18, 2016, in connection
with its 2016 annual meeting of stockholders. Information regarding
CBS's directors and executive officers is available in its Annual
Report on Form 10-K filed with the SEC on February 17,
2017, and in its definitive proxy statement filed with the SEC on
April 15, 2016, in connection with its 2016 annual meeting of
stockholders. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the registration statement and proxy statement/prospectus and other
relevant materials to be filed with the SEC when they become
available.
About Entercom Communications Corp.
Entercom
Communications Corp. (NYSE: ETM) is the fourth-largest radio
broadcasting company in the U.S., reaching and engaging more than
40 million people a week through its portfolio of highly rated
stations in top markets across the country. Entercom is a
purpose-driven company, deeply committed to entertaining and
informing its listeners with the best locally curated music, news,
sports, and talk content, driven by compelling local
personalities. Entercom delivers superior ROI by connecting
its customers and audiences through its leading local brands and
unparalleled local marketing solutions, which include over 4,000
events each year, and its SmartReach Digital product suite.
Learn more about Philadelphia-based Entercom at
www.Entercom.com, Facebook and Twitter (@Entercom).
About CBS Radio
CBS RADIO is one of the largest
major-market broadcast media operators in the United States and the undisputed leader in
news and sports radio. CBS RADIO produces original audio and
video content, live events and exclusive programming distributed
on-air, online and on mobile platforms. A division of CBS
Corporation, CBS RADIO owns 117 radio stations in 26 markets –
including all of the top 10 radio markets as ranked by Nielsen
Audio – as well as an extensive array of digital assets. CBS RADIO
distributes its programming via AM, FM and HD Radio stations,
Radio.com and CBS Local Digital Media apps, making engaging with
audiences easier than ever before. For more information on CBS
RADIO, please visit www.cbsradio.com.
About CBS Corporation
CBS Corporation (NYSE: CBS.A and
CBS) is a mass media company that creates and distributes
industry-leading content across a variety of platforms to audiences
around the world. The Company has businesses with origins that date
back to the dawn of the broadcasting age as well as new ventures
that operate on the leading edge of media. CBS owns the
most-watched television network in the U.S. and one of the world's
largest libraries of entertainment content, making its brand — "the
Eye" — one of the most recognized in business. The Company's
operations span virtually every field of media and entertainment,
including cable, publishing, radio, local TV, film, and interactive
and socially responsible media. CBS's businesses include CBS
Television Network, The CW (a joint venture between CBS Corporation
and Warner Bros. Entertainment), CBS Television Studios, CBS
Studios International, CBS Television Distribution, CBS Consumer
Products, CBS Home Entertainment, CBS Interactive, CBS Films,
Showtime Networks, CBS Sports Network, Pop (a joint venture between
CBS Corporation and Lionsgate), Smithsonian Networks, Simon &
Schuster, CBS Television Stations, CBS Radio and CBS EcoMedia. For
more information, go to www.cbscorporation.com
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SOURCE CBS Corporation