UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 20, 2017 (April 19, 2017)
ENTERCOM COMMUNICATIONS CORP.
(Exact Name of Registrant as Specified in Charter)
|
|
|
|
|
Pennsylvania
|
|
001-14461
|
|
23-1701044
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
|
|
401 E. City Avenue, Suite 809
Bala Cynwyd, Pennsylvania
|
|
19004
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Registrants telephone number, including area code:
(610) 660-5610
(Former Address of Principal Executive Offices)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2. below):
☒
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
|
☐
|
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
|
☐
|
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
|
On April 19, 2017, Entercom Communications Corp. (the
Company
)
received a request for additional information and documentary material, often referred to as a second request, from the United States Department of Justice (the
DOJ
) in connection with the Companys previously
announced Agreement and Plan of Merger (the
Merger Agreement
) entered into with Constitution Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of the Company, CBS Corporation, a Delaware corporation
(
CBS
), and CBS Radio Inc., a Delaware corporation and an indirect wholly owned subsidiary of CBS (
CBS Radio
), to combine with CBSs radio business in a
two-step
all stock Reverse Morris Trust transaction (the
Transactions
). The second request was issued under the
Hart-Scott-Rodino
Antitrust
Improvements Act of 1976, as amended (the
HSR Act
). CBS received an identical request for additional information and documentary material from the DOJ in connection with the Transactions. Consummation of the Transactions is
conditioned on expiration of the waiting period applicable under the HSR Act, among other conditions.
Issuance of the second request extends
the waiting period under the HSR Act until 30 days after all parties to the Merger Agreement have substantially complied with the second request, unless the waiting period is terminated earlier by the DOJ or the parties voluntarily extend the
time for closing. The Company continues to anticipate that the Transactions will be completed in the second half of 2017.
Forward-Looking Statements
Important Information for Investors and Securityholders
Forward-Looking Statements
This communication contains
forward-looking statements. All statements other than statements of historical fact contained in this report are forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended (the
Securities Act), and Section 21E of the United States Securities Exchange Act of 1934, as amended (the Exchange Act). Forward-looking statements usually relate to future events and anticipated revenues, earnings, cash flows
or other aspects of our operations or operating results. Forward-looking statements are often identified by the words believe, expect, anticipate, plan, intend, foresee,
should, would, could, may, estimate, outlook and similar expressions, including the negative thereof. The absence of these words, however, does not mean that the statements are
not forward-looking. These forward-looking statements are based on our current expectations, beliefs and assumptions concerning future developments and business conditions and their potential effect on us. While management believes that these
forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate.
Factors that could cause actual results to differ materially from those in the forward-looking statements include, among others, failure to obtain applicable
regulatory or stockholder approvals in a timely manner or otherwise; failure to satisfy other closing conditions to the proposed combination with CBS Radio; risks associated with tax liabilities, or changes in U.S. federal tax laws or
interpretations to which they are subject; risks that the new businesses will not be integrated successfully or that the combined companies will not realize estimated cost savings, value of certain tax assets, synergies and growth or that such
benefits may take longer to realize than expected; failure to realize anticipated benefits of the combined operations; risks relating to unanticipated costs of integration; the potential impact of announcement or consummation of the proposed
transaction on relationships with third parties, including advertiser clients, employees and competitors; a decline in advertising revenue and the seasonality of advertising revenue; intense competition in the broadcast radio and media distribution
industries; impact on advertising rates and revenues due to technological changes and failure to timely or appropriately respond to such changes; ability to attract new and retain existing advertiser clients in the manner anticipated; increases in
or new royalties; high fixed costs; ability to hire and retain key personnel; failure to protect our intellectual property; availability of sources of funding on favorable terms or at all; changes in legislation or governmental regulations affecting
the companies; economic, social or political conditions that could adversely affect the companies or their advertiser clients; conditions in the credit markets; and risks associated with assumptions the parties make in connection with the
parties critical accounting estimates and legal proceedings.
All of our forward-looking statements involve risks and uncertainties (some of which
are significant or beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. You should carefully consider the foregoing factors and the other
risks and uncertainties that affect the parties businesses, including those described in the Annual Reports on Form
10-K,
Quarterly Reports on Form
10-Q,
Current
Reports on Form
8-K
and other documents filed from time to time with the U.S. Securities and Exchange Commission (the SEC) by the Company and CBS (to the extent they relate to CBS Radio Inc. and
its relevant subsidiaries). We wish to caution you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any of our forward-looking statements
after the date they are made, whether as a result of new information, future events or otherwise, except to the extent required by law.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to
purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of
applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be
ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including
without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
Additional Information
Important Additional
Information has been and will be filed with the SEC
Entercom has filed with the SEC a registration statement on Form
S-4,
which will constitute a prospectus of Entercom, and a proxy statement relating to the special meeting of Entercom shareholders (together, the
proxy statement/prospectus
), CBS will file
with the SEC a Schedule TO with respect to the proposed exchange offer and CBS Radio has filed with the SEC a registration statement on Form
S-1
and Form
S-4
that will
constitute a prospectus of CBS Radio (together with the proxy statement/prospectus and the Schedule TO, the
Disclosure Documents
). INVESTORS AND SHAREHOLDERS ARE URGED TO CAREFULLY READ THE DISCLOSURE DOCUMENTS, AND OTHER RELEVANT
DOCUMENTS TO BE FILED WITH THE SEC, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ENTERCOM, CBS, CBS RADIO, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and shareholders will be
able to obtain free copies of the Disclosure Documents and other documents filed with the SEC by the parties through the website maintained by the SEC at www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of
the Disclosure Documents and other documents filed with the SEC on Entercoms website at www.entercom.com (for documents filed with the SEC by Entercom) or on CBSs website at www.cbs.com (for documents filed with the SEC by CBS).
Participants in the Solicitation
Entercom, CBS, CBS
Radio and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Entercom in respect of the proposed transactions contemplated by the definitive proxy
statement/prospectus. Information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the stockholders of Entercom in connection with the proposed transactions, including a description of their direct or
indirect interests, by security holdings or otherwise, will be set forth in the definitive proxy statement/prospectus filed with the SEC. Information regarding Entercoms and CBSs directors and executive officers is contained in
Entercoms and CBSs respective Annual Reports on Form
10-K
for the year ended December 31, 2016, and their Proxy Statements on Schedule 14A, filed on March 17, 2017 and April 7, 2017,
respectively, which have been filed with the SEC and can be obtained free of charge from the sources indicated above.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
|
|
Entercom Communications Corp.
|
|
|
By:
|
|
/s/ Andrew P. Sutor, IV
|
|
|
Andrew P. Sutor, IV
|
|
|
Senior Vice President
|
Dated: April 20, 2017
Entercom Communications (NYSE:ETM)
Historical Stock Chart
From Apr 2024 to May 2024
Entercom Communications (NYSE:ETM)
Historical Stock Chart
From May 2023 to May 2024