ENTERCOM COMMUNICATIONS CORP. (NYSE:ETM) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On July10, 2017, Entercom Communications Corp. (the “Company”), Constitution Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), CBS Corporation, a Delaware corporation (“CBS”) and CBS Radio Inc., a Delaware corporation and an indirect wholly owned subsidiary of CBS (“CBS Radio”), 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, Merger Sub, CBS, and CBS Radio.
The Amendment provides that, among other things, immediately following the consummation of the transactions contemplated by the Merger Agreement, the Company’s board of directors will be comprised of ten members, and that the ten members will be made up of all six directors from the Company’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 the Company’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 the Company 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 No. |
Title |
| 2.1 | Amendment No.1, dated as of July10, 2017, to the Agreement and Plan of Merger, dated as of February2, 2017, by and among CBS Corporation, CBS Radio Inc., Entercom Communications Corp. and Constitution Merger Sub Corp. |
ENTERCOM COMMUNICATIONS CORP ExhibitEX-2.1 2 d407496dex21.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 ENTERCOM COMMUNICATIONS CORP. (NYSE:ETM)
Entercom Communications Corp. is a radio broadcasting company. The Company has a portfolio of approximately 130 radio stations in over 30 markets across the United States. The Company operates through the radio broadcasting segment. The Company sells advertising time to local, regional and national advertisers and national network advertisers, engaged in purchasing spot commercials in varying lengths. The Company has both frequency modulation (FM) and amplitude modulation (AM) radio stations. The Company focuses on station-related digital platforms, which allow for audience interaction and participation, and integrated digital advertising solutions. The Company’s stations are typically classified by their format, such as news, sports, talk, classic rock, adult contemporary, alternative and country. The Company’s radio stations include KSWD FM, KOSI FM, KYGO FM, KEPN AM, KKFN FM, KQKS FM, KRWZ AM, WSTR FM, WQXI AM, WLYF FM, WMXJ FM, KBZT FM and KIFM FM.
