CBS Corp.'s CBS Radio Inc on May 30 filed a registration statement for the exchange offer related to its proposed merger with Entercom Communications Corp.
CBS Corp. is offering all shares of CBS Radio common stock for outstanding shares of class B common stock of CBS Corp. that are validly tendered and not properly withdrawn.
In the exchange offer, CBS is offering 101,407,494 shares of Radio common stock, which will immediately be exchanged for shares of Entercom Class A common stock, par value $0.01, upon merger.
The number of shares of CBS class B common stock that will be accepted if the exchange offer is completed will depend on the final exchange ratio and the number of shares of CBS class B common stock tendered.
If all shares of Radio common stock owned by CBS are not exchanged, the remaining shares of Radio common stock owned by CBS will be distributed in a spin-off on a pro rata basis to holders of CBS class B common stock and CBS class A common stock, par value $0.001 per share.
Entercom and CBS Radio in February agreed to combine in a tax-free merger. The transaction will create a radio platform, with a nationwide footprint of 244 stations, including 23 of the top 25 U.S. markets.