CBS CORPORATION (NYSE:CBS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On July 10, 2017, CBS Corporation (the “Company” or “CBS”), CBS Radio Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Company (“CBS Radio”), Entercom Communications Corp., a Pennsylvania corporation (“Entercom”), and Constitution Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Entercom (“Merger Sub”), entered into Amendment No.1 (the “Amendment”) to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of February2, 2017, by and among the Company, CBS Radio, Entercom and Merger Sub.
The Amendment provides that, among other things, immediately following the consummation of the transactions contemplated by the Merger Agreement, Entercom’s board of directors will be comprised of ten members, and that the ten members will be made up of all six directors from Entercom’s current board of directors (or their pre-merger replacements) and four new directors, who will be Stefan M. Selig, Sean Creamer, Leslie Moonves (Chairman of the Board, President and Chief Executive Officer of CBS) and Joseph R. Ianniello (Chief Operating Officer of CBS). In accordance with the Merger Agreement, Messrs. Moonves and Ianniello have agreed to execute and deliver an irrevocable letter of resignation from Entercom’s board of directors effective upon the earlier of (a)six months after the closing of the transactions contemplated by the Merger Agreement and (b)the day prior to the first annual meeting of Entercom following closing of the transactions contemplated by the Merger Agreement.
The above description is a summary that is qualified by the full text of the Amendment. A copy of the Amendment is attached as an exhibit and incorporated herein by reference.
| Item 1.01 | Financial Statements and Exhibits |
(d)Exhibits
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Exhibit Number |
Description of Exhibit |
| 2.1 | Amendment No.1, dated as of July 10, 2017, to the Agreement and Plan of Merger, dated as of February 2, 2017, by and among CBS Corporation, CBS Radio Inc., Entercom Communications Corp. and Constitution Merger Sub Corp. |
CBS CORP ExhibitEX-2.1 2 d362484dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”) is dated as of July 10,…To view the full exhibit click here
About CBS CORPORATION (NYSE:CBS)
CBS Corporation is a mass media company. The Company’s segments include Entertainment, Cable Networks, Publishing and Local Broadcasting. Its Entertainment segment is composed of the CBS Television Network; CBS Television Studios; CBS Global Distribution Group (composed of CBS Studios International and CBS Television Distribution); CBS Interactive, and CBS Films. The Company’s Cable Networks segment is composed of Showtime Networks; CBS Sports Network, and Smithsonian Networks. The Publishing segment is composed of Simon & Schuster, which publishes and distributes consumer books under imprints, such as Simon & Schuster, Pocket Books, Scribner, Gallery Books, Touchstone and Atria Books. The Local Broadcasting segment is composed of CBS Television Stations, its approximately 30 owned broadcast television stations, and CBS Radio, through which it owns and operates radio stations in the United States markets. It operates businesses, which span the media and entertainment industries.
