Entercom Communications Corp. (NYSE:ETM) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

This filing contains certain statements about Entercom, CBS and CBS Radio 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 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 or consummate 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; 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.

ENTERCOM COMMUNICATIONS CORP Exhibit
EX-2.1 2 d455765dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 EXECUTION VERSION AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”) is dated as of September 13,…
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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.

Entercom Communications Corp. (NYSE:ETM) Recent Trading Information

Entercom Communications Corp. (NYSE:ETM) closed its last trading session up +0.10 at 10.45 with 299,784 shares trading hands.