FCC approves CBS-Entercom Merger with conditions

The Federal Communications Commission's grant the Merger and Divestiture Applications subject to certain conditions, and also grant the associated waivers on a temporary basis. The proposed transaction encompasses all of Entercom’s 127 and CBS’s 117 radio stations. Pursuant to an Agreement and Plan of Merger: (1) CBS Radio (CBSR) will be separated from CBS pursuant to a Master Separations Agreement; and (2) a wholly owned subsidiary of Entercom (Constitution Merger Sub Corp.) will merge with CBSR, with the merged CBSR surviving as a wholly owned subsidiary of Entercom. Contemporaneously, Entercom will contribute all of the issued and outstanding equity interests of its direct subsidiary, Entercom Radio, LLC, to CBSR, resulting in a substantial change in control of Entercom from its current ownership. Entercom and CBSR are direct competitors in several markets.3 In order to comply with the local radio ownership rule, the Parties have filed seven Divestiture Applications seeking consent to the assignment of up to 19 full-power and six associated booster station licenses (Trust Stations) to the Entercom Divestiture Trust (EDT). On October 10, 2017, the Parties filed amendments (Divestiture Amendments) identifying the specific stations that would be assigned to EDT.  The transaction is structured to comply with the FCC’s ownership rules and policies except as follows: The Parties seek a temporary waiver of the radio-television cross-ownership rule in the San Francisco and Miami markets to permit Leslie Moonves and Joseph Ianniello (collectively, Temporary Directors) to serve as Entercom directors for no longer than six months following the close of the contemplated transactions. Entercom also seeks a waiver of the local radio ownership rule to maintain its current ownership interests in the Kansas City market. In addition, Entercom currently holds a grandfathered radio combination in the Wilkes-Barre/Scranton Pennsylvania Nielsen audio market. Because the proposed transaction would result in a substantial change of control in Entercom, the Parties propose to assign WGGI(FM), Benton, PA, to either the EDT or Educational Media Foundation (EMF).