Entercom and CBS Corp merging radio stations

Talk was in the air everywhere at

But in yet another turn for storied yet stagnant CBS Radio, CEO Leslie Moonves secured a merger with Entercom Communications (ETM) to create the second-largest radio station owner in the country by revenue. A new board, headed by Entercom president and CEO David Field, will comprise five Entercom representatives and four from CBS Radio.

Philadelphia-based Entercom said Thursday it is merging with CBS Radio, which is based in NY.

The tax-free transaction will create a combined entity with a portfolio of 244 radio stations across the US, including broadcasters in 23 out of the top 25 USA markets, in addition to digital and experiential marketing assets. Entercom's headquarters will stay in Philadelphia.

Pro forma revenue (trailing 12 months) was about $1.7B, which would track to the second-largest radio station owner, and EBITDA was nearly $500M when transaction synergies are included.

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The deal is expected to be completed in the second half of this year and expected to be tax-free for New York-based CBS and its shareholders.

The merger supersedes CBS Corp.'s previous plan to spin off CBS Radio as an independent company.

The tax-free merger was made possible through the Reverse Morris Trust transaction, where a parent company merges into a spin-off group.

The companies said they posted pro forma adjusted earnings before interest, taxes, depreciation and amortization, or Ebitda, of almost $500 million on roughly $1.7 billion in revenue over the past 12 months. In this deal, CBS shareholders will have the opportunity to exchange all, some, or none of their CBS shares for CBS Radio shares.

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