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Entercom To Combine With CBS Corp.'s Radio Business - Quick Facts

Entercom Communications Corp. (ETM) and CBS Corp. (CBS.A,CBS) announced they have entered into an agreement by which Entercom will combine with CBS Radio in a tax-free merger. The combination will be effected through a "Reverse Morris Trust" transaction. After completion of the merger, CBS Radio shareholders will receive approximately 105 million Entercom shares, or 72% of all outstanding shares of the combined company on a fully diluted basis. Existing Entercom shareholders will own 28% of the combined company on a fully diluted basis.The transaction is expected to close during the second half of 2017.

The deal will create a radio platform, with a nationwide footprint of 244 stations. The combined companies' pro forma revenue on a trailing 12 months basis was approximately $1.7 billion and adjusted EBITDA was nearly $500 million, including expected transaction synergies. The merger will create a company with a market cap of over $2 billion.

The combined company will be known as Entercom. Upon closing, the company's Board of Directors will consist of nine members: five current Entercom directors, including David Field as Chairman of the Board, and four directors nominated by CBS Radio.

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