Entercom Charlotte Honors WBT 1110 AM’s 95th Anniversary

WBT Announces Induction of On Air Personality John Hancock into the WBT Hall of Fame

CHARLOTTE, NC – APRIL 10, 2017 – Today, Entercom Charlotte celebrated the 95th anniversary of WBT 1110 AM.  The anniversary commemorated the station’s long history as Charlotte’s leading news talk destination and included the induction announcement of Ray Gooding, Henry Boggan and John Hancock into the WBT Hall of Fame. The station also aired special programming highlighting key moments in WBT 1110 AM’s 95 year history.

WBT Hall of Fame inductee, John Hancock, joined WBT 1110 AM in 1990 as ‘Charlotte’s Most Beloved’.  Hancock is a passionate community leader and raises awareness and funds for community issues through his annual Pancake Breakfast and Bike Drive events as well as his continued partnership with the Kid’s First Charity.  He is well known for his annual Father’s Day program and is a celebrated member of the Charlotte community and one of the most respected on air personalities in the city.  Hancock is currently on air weekdays from 3 p.m. to 6 p.m. on WBT 1110 AM.  His reaction to the induction announcement was captured live on air today during his show’s special one hour segment focused on the history of the WBT Hall of Fame with Bo Thompson, Scott Fitzgerald and Mark Garrison.

Another WBT Hall of Fame inductee, Ray Gooding, was one of the first African American on air personalities in Charlotte.  He began his career in 1960 and joined WBT 1110 AM in 1971 as the host of the “The Sunday Night Hall of Fame”.  In addition to hosting the Sunday night music show for 24 years, Gooding also served as WBT’s director of public affairs for over 10 years.  His “Penny Pitch” charity raised funds for underprivileged children in the Charlotte area.  Gooding passed away in 2007 leaving behind a legacy in the world of Charlotte radio.

Henry Boggan, the third WBT Hall of Fame inductee announced, joined WBT 1110 AM in 1979 as the host of the nighttime talk show “Hello Henry”.  Boggan featured celebrities and special guests as well as listeners from the local community and became a staple in the city of Charlotte.  His program was on air for 17 years until Boggan’s retirement in 1996.  He is a celebrated figure in Charlotte radio and a beloved member of the community.

The WBT Hall of Fame was inaugurated in 1997 at the mark of WBT 1110 AM’s 75th anniversary with the induction of Charles Crutchfield, the stations’ general manager, program director and on-air talent who is also recognized for setting a standard in early American radio.  Since 1997, the WBT Hall of Fame inducts new members every 5 years, including legendary radio recording artist Loonis McGlohon and radio pioneer Grady Cole in 2002, nationally recognized musicians “The Briarhoppers”, morning show on air veteran Ty Boyd, and extraordinary guitarist Arthur Smith in 2007, and longtime midday on air host H.A. Thompson in 2012. The WBT Hall of Fame induction ceremony will be held on Wednesday, June 28, 2017 at the Foundation for the Carolinas in Uptown Charlotte.

The station commemorated the 95th year anniversary with a day-long programming special that included on air vignettes playing throwback audio clips, guest appearances from former on air personalities and community influencers, and live call-ins from listeners sharing their personal experiences and memories with WBT 1110AM.  The anniversary programming also included a special one-hour commercial free segment hosted by John Hancock, Bo Thompson, Scott Fitzgerald and Mark Garrison focused on the history of the WBT Hall of Fame and the announcement of this year’s inductees Gooding, Boggan and Hancock.

The City of Charlotte honored the 95 year heritage and contributions of WBT 1110 AM by changing the lights of the Wells Fargo Duke Energy Center to blue, red and white in commemoration of the WBT station logo.

Listeners can share their WBT memories via social media using the hashtag #WBT95.

CONTACT:
Esther-Mireya Tejeda
Entercom Communications Corp.
610.822.0861
Esther-Mireya.Tejeda@entercom.com
@EntercomPR

About Entercom Communications Corp.
Entercom Communications Corp. (NYSE: ETM) is the fourth-largest radio broadcasting company in the U.S., reaching and engaging more than 40 million people a week through its portfolio of highly rated stations in top markets across the country. Entercom is a purpose-driven company, deeply committed to entertaining and informing its listeners with the best locally curated music, news, sports, and talk content, driven by compelling local personalities.  Entercom delivers superior ROI by connecting its customers and audiences through its leading local brands and unparalleled local marketing solutions, which include over 4,000 events each year, and its SmartReach Digital product suite.  Learn more about Philadelphia-based Entercom at www.Entercom.com, Facebook and Twitter (@Entercom).

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Entercom Names Richard J. Schmaeling as Chief Financial Officer

BALA CYNWYD, PA – March 22, 2017 – Entercom Communications Corp. (NYSE: ETM) today announced that it has appointed Richard J. Schmaeling as Executive Vice President and Chief Financial Officer, effective April 18, 2017. Mr. Schmaeling will report to David J. Field, Entercom President and Chief Executive Officer, and will succeed Steve Fisher, who will step down on April 30, 2017, as previously announced. Mr. Fisher will continue to assist with the CBS Radio integration through January 2018.

Mr. Schmaeling brings deep media expertise and more than 30 years of finance and leadership experience to Entercom. Within the media industry, Mr. Schmaeling held the role of CFO at LIN Media (NYSE: LIN), a local TV and digital media provider serving 23 markets and approximately 10% of U.S. households, from 2008 until its acquisition by Media General in December 2014. Prior to joining LIN Media, Mr. Schmaeling served as Vice President, Finance at Dow Jones, where he oversaw nine business units and held key operational finance responsibilities. Most recently, Mr. Schmaeling served as CFO at Travel Leaders Group, the largest travel agency company in the United States, with over $20 billion of annual gross billings and more than 40,000 travel agents globally.

“Rich is a proven leader with an excellent track record and outstanding reputation as a public company CFO,” said Mr. Field. “His breadth of experience and hands-on leadership of successful integrations for the LIN Media/Media General and News Corp/Dow Jones mergers make him an ideal choice as we join forces with CBS Radio and position ourselves for a dynamic future. I am thrilled to welcome Rich to Entercom.”

Mr. Field continued, “I also want to reiterate my thanks and appreciation to Steve Fisher for his dedication to Entercom over the past 18 years and the outstanding role he has played in our growth and success. We are grateful for all of his contributions.”

Mr. Schmaeling commented, “I am excited to join Entercom at this pivotal time in the Company’s history and to help drive the next era of Entercom’s growth. I look forward to working with David and the team as we complete and realize the full benefits of the CBS Radio transaction and position Entercom to better serve listeners and advertisers while creating significant value for shareholders.”

Mr. Schmaeling began his career at Arthur Andersen in the audit and business advisory practice. He received a Bachelor of Science degree in Accounting from Rutgers University and is a Certified Public Accountant.

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 (as defined below); 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 Entercom Communications Corp. (“Entercom”) and CBS Corporation (“CBS”) (to the extent they relate to CBS Radio Inc. and its relevant subsidiaries (“CBS Radio”)). 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 Will be Filed with the SEC

Entercom will file with the SEC a registration statement on Form S-4 that will constitute a prospectus of Entercom as well as a proxy statement of Entercom (the “proxy statement/prospectus”), CBS will file with the SEC a Schedule TO with respect to the proposed exchange offer and CBS Radio will file with the SEC a registration statement on Form S-1, Form S-4 and/or Form 10 that will include 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 Entercom’s website at www.entercom.com (for documents filed with the SEC by Entercom) or on CBS’s 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 Entercom’s and CBS’s directors and executive officers is contained in Entercom’s and CBS’s 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 15, 2016, respectively, which have been filed with the SEC and can be obtained free of charge from the sources indicated above.

Media and Investor Contact:
Liz Zale
Sard Verbinnen & Co.
(212) 687-8080
lzale@sardverb.com

About Entercom Communications Corp.
Entercom Communications Corp. (NYSE: ETM) is the fourth-largest radio broadcasting company in the United States, reaching and engaging more than 40 million people a week through its portfolio of highly rated stations in top markets across the country. Entercom is a purpose-driven company, deeply committed to entertaining and informing its listeners with the best locally curated music, news, sports, and talk content, driven by compelling local personalities. Entercom delivers superior ROI by connecting its customers and audiences through its leading local brands and unparalleled local marketing solutions, which include over 4,000 events each year, and its SmartReach Digital product suite. Learn more about Philadelphia-based Entercom at www.Entercom.com, Facebook and Twitter (@Entercom).

Entercom Debuts HOT 103.7 FM, New R&B Station in New Orleans

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Station Launches with “Big Abe in the Morning” Show

NEW ORLEANS, LA – MARCH 10, 2017 – Entercom today announced the launch of Hot 103.7 FM, a new R&B station in New Orleans airing the hottest R&B hits from the 1990’s, the 2000’s and today.  The station will join Entercom New Orleans’s robust roster of stations, including WWL 870 AM/ 105.3 FM, B97 FM, Magic 101.9 FM and Bayou 95.7 FM.  Following Entercom’s strategy of delivering best in class locally curated content, Hot 103.7 FM will be the only R&B station in New Orleans to host live and local programming in morning drive.

“We are focused on delivering the content and music that we know listeners in New Orleans are looking for,” said Chris Claus, vice president and market manager, Entercom New Orleans.  “The combination of well-known and live local talent and the R&B hits that fans want to hear on 103.7 FM is a magical one that has not been on the dial in New Orleans.”

The station debuts with the kickoff of “Big Abe in the Morning”, hosted by Abraham “Big Abe” Johnson.  Johnson is an on-air veteran in New Orleans and has previously worked as a producer and assistant program director in the market.  In afternoon drive, Hot 103.7 FM will air Terrence “Terry Bello” Burton.  Burton is a recognized on-air personality and hosted the nationally syndicated “Soul Lounge”.  He will also serve as the station’s assistant program director and music director.  Tom “Jammer” Naylor will serve as the program director for Hot 103.7 FM and will continue his role as the program director for B97 FM. Jay Dixon, urban radio veteran, will serve as a consultant to the station.

Hot 103.7 FM is currently on-air.  For more information, visit hot1037nola.com. Follow the conversation on Facebook, Twitter and Instagram.

CONTACT:
Esther-Mireya Tejeda
Entercom Communications Corp.
610.822.0861
Esther-Mireya.Tejeda@entercom.com
@EntercomPR

 About Entercom Communications Corp.
Entercom Communications Corp. (NYSE: ETM) is the fourth-largest radio broadcasting company in the U.S., reaching and engaging more than 40 million people a week through its portfolio of highly rated stations in top markets across the country. Entercom is a purpose-driven company, deeply committed to entertaining and informing its listeners with the best locally curated music, news, sports, and talk content, driven by compelling local personalities.  Entercom delivers superior ROI by connecting its customers and audiences through its leading local brands and unparalleled local marketing solutions, which include over 4,000 events each year, and its SmartReach Digital product suite.  Learn more about Philadelphia-based Entercom at www.Entercom.com, Facebook and Twitter (@Entercom).

Entercom Communications and CBS Radio Announce Pricing of Term Loan in Connection with Merger

Click here for a PDF version of the release

Entercom Communications Corp. (NYSE: ETM) and CBS Radio Inc. (“CBS Radio”) today announced that CBS Radio has established pricing for a seven-year, $500 million senior secured term loan B to be issued in connection with their previously announced merger. The loan will have an interest rate of LIBOR plus 2.75%, with no LIBOR floor, and will be issued at par.

The new term loan will be issued to refinance Entercom’s capital structure, with proceeds used to repay its existing term loan and redeem its preferred stock, as well as pay transaction fees and expenses. CBS Radio’s credit facility is being amended to include the new term loan, which is expected to be funded at the closing of the merger. That transaction is expected to close during the second half of 2017, subject to the approval of Entercom shareholders, certain regulatory approvals, and other customary closing conditions.

Forward-Looking Statements
This press release contains certain statements about Entercom Communications (“Entercom”) and CBS Radio Inc. (“CBS Radio”), a wholly owned subsidiary of CBS Corporation (“CBS”), 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 Securities and Exchange Commission (“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 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; volatile 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.

Additional Information and Where to Find It
This press release does not constitute an offer to buy, or solicitation of an offer to sell, any securities of Entercom, CBS or CBS Radio. In connection with the Transaction, Entercom will file with the SEC a registration statement on Form S-4 that will include a proxy statement and prospectus of Entercom relating to the Transaction; CBS will file with the SEC a Schedule TO with respect to the proposed exchange offer; and CBS Radio will file with the SEC a registration statement on Form S-1, Form S-4 and/or Form 10 that will include a prospectus of CBS Radio relating to the proposed exchange offer. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE DOCUMENTS, AND ANY OTHER RELEVANT DOCUMENTS, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ENTERCOM, CBS, CBS RADIO, AND THE TRANSACTION. Investors and security holders will be able to obtain these materials (when they are available) and other documents filed with the SEC free of charge at the SEC’s website, www.sec.gov. In addition, copies of these materials (when they become available) may be obtained free of charge by accessing CBS’s website at www.cbscorporation.com, or from Entercom by accessing Entercom’s website at www.entercom.com. Shareholders may also read and copy any reports, statements and other information filed by Entercom or CBS with the SEC, at the SEC public reference room at 100 F Street, N.E., Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.

Participants in the Solicitation
Entercom, CBS and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from shareholders in respect of the Transaction under the rules of the SEC. Information regarding Entercom’s directors and executive officers is available in its Annual Report on Form 10-K filed with the SEC on February 28, 2017, and in its definitive proxy statement filed with the SEC on March 18, 2016, in connection with its 2016 annual meeting of stockholders. Information regarding CBS’s directors and executive officers is available in its Annual Report on Form 10-K filed with the SEC on February 17, 2017, and in its definitive proxy statement filed with the SEC on April 15, 2016, in connection with its 2016 annual meeting of stockholders. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the registration statement and proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

About Entercom Communications Corp.
Entercom Communications Corp. (NYSE: ETM) is the fourth-largest radio broadcasting company in the U.S., reaching and engaging more than 40 million people a week through its portfolio of highly rated stations in top markets across the country. Entercom is a purpose-driven company, deeply committed to entertaining and informing its listeners with the best locally curated music, news, sports, and talk content, driven by compelling local personalities. Entercom delivers superior ROI by connecting its customers and audiences through its leading local brands and unparalleled local marketing solutions, which include over 4,000 events each year, and its SmartReach Digital product suite. Learn more about Philadelphia-based Entercom at www.Entercom.com, Facebook and Twitter (@Entercom).

About CBS Radio
CBS RADIO is one of the largest major-market broadcast media operators in the United States and the undisputed leader in news and sports radio. CBS RADIO produces original audio and video content, live events and exclusive programming distributed on-air, online and on mobile platforms. A division of CBS Corporation, CBS RADIO owns 117 radio stations in 26 markets – including all of the top 10 radio markets as ranked by Nielsen Audio – as well as an extensive array of digital assets. CBS RADIO distributes its programming via AM, FM and HD Radio stations, Radio.com and CBS Local Digital Media apps, making engaging with audiences easier than ever before. For more information on CBS RADIO, please visit www.cbsradio.com.

About CBS Corporation
CBS Corporation (NYSE: CBS.A and CBS) is a mass media company that creates and distributes industry-leading content across a variety of platforms to audiences around the world. The Company has businesses with origins that date back to the dawn of the broadcasting age as well as new ventures that operate on the leading edge of media. CBS owns the most-watched television network in the U.S. and one of the world’s largest libraries of entertainment content, making its brand — “the Eye” — one of the most recognized in business. The Company’s operations span virtually every field of media and entertainment, including cable, publishing, radio, local TV, film, and interactive and socially responsible media. CBS’s businesses include CBS Television Network, The CW (a joint venture between CBS Corporation and Warner Bros. Entertainment), CBS Television Studios, CBS Studios International, CBS Television Distribution, CBS Consumer Products, CBS Home Entertainment, CBS Interactive, CBS Films, Showtime Networks, CBS Sports Network, Pop (a joint venture between CBS Corporation and Lionsgate), Smithsonian Networks, Simon & Schuster, CBS Television Stations, CBS Radio and CBS EcoMedia. For more information, go to www.cbscorporation.com

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ENTERCOM CONTACT

Steve Fisher
Executive Vice President and CFO
(610) 660-5647
sfisher@entercom.com

CBS CONTACTS

Press:
Dana McClintock
CBS Corporation
(212) 975-1077
dlmcclintock@cbs.com

Jaime Saberito
CBS Radio
(212) 649-9639
jaime.saberito@cbsradio.com

Investors:
Adam Townsend
CBS Investor Relations
(212) 975-5292
adam.townsend@cbs.com

David Bank
CBS Investor Relations
(212) 975-6106
david.bank@cbs.com

 

 

Entercom Partners with Ed Sheeran to Kick Off “Across The Great Divide” Contest

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Entercom to Fly a Lucky Fan to Ed Sheeran’s Concert in Amsterdam

NEW YORK – FEBRUARY 27, 2017 – Entercom is giving a lucky fan and a guest the opportunity to attend global superstar Ed Sheeran’s concert in Amsterdam on Monday, April 3rd. The contest kicks off on Monday, February 27, when fans can tune into their local Entercom station and listen for the code word for a chance to win a trip to Amsterdam and tickets to the concert.

Entercom radio stations in 22 cities across the U.S. will reveal the code word at 7 a.m., 11 a.m., 2 p.m. and 5 p.m. local time. Fans who enter the code word on their station’s website within 15 minutes will be entered for a chance to win. The contest ends on Friday, March 10th, and the lucky winner will be announced on Monday, March 13. The prize includes round trip airfare to Amsterdam, Netherlands, hotel accommodations for 3 nights and tickets to Ed Sheeran’s concert for the winner and a guest.

For the last two weeks, Entercom has been publishing exclusive Ed Sheeran interviews across all participating stations’ platforms. Ed Sheeran’s anticipated new album “÷” (pronounced divide) will be available everywhere on March 3rd. For more information and a list of participating Entercom stations, visit www.entercom.com/edsheeran.

CONTACT:
Natasha Pinero
Entercom Communications Corp.
610.822.0849
Natasha.pinero@entercom.com
@EntercomPR

About Entercom Communications Corp.
Entercom Communications Corp. (NYSE: ETM) is the fourth-largest radio broadcasting company in the U.S., reaching and engaging more than 40 million people a week through its portfolio of highly rated stations in top markets across the country. Entercom is a purpose-driven company, deeply committed to entertaining and informing its listeners with the best locally curated music, news, sports, and talk content, driven by compelling local personalities.  Entercom delivers superior ROI by connecting its customers and audiences through its leading local brands and unparalleled local marketing solutions, which include over 4,000 events each year, and its SmartReach Digital product suite.  Learn more about Philadelphia-based Entercom at www.Entercom.com, Facebook and Twitter (@Entercom).

Entercom Communications Reports Fourth Quarter and Annual Results

Click here to read the entire release

Fourth Quarter Revenues Increased 5% and
Station Operating Income Increased 3%

Bala Cynwyd, PA—Entercom Communications (NYSE:ETM) today reported financial results for the quarter ended December 31, 2016.

Fourth Quarter Highlights

  • Net revenues for the quarter increased 5% to $123.2 million
  • Station expenses increased 6% to $81.1 million
  • Station operating income increased 3% to $42.1 million
  • Adjusted EBITDA was flat at $35.2 million
  • Adjusted net income per share was $0.34, down $0.02

Full Year Highlights

  • Net revenues for the year increased 12% to $460.2 million
  • Station expenses increased 11% to $317.4 million
  • Station operating income increased 14% to $142.9 million
  • Adjusted EBITDA increased 12% to $114.7 million
  • Adjusted net income per share increased 13% to $0.98

David J. Field, President and Chief Executive Officer, stated: “Entercom posted another solid quarter of organic growth, completing an excellent year during which same-station revenues increased 4%, adjusted net income grew 13% and free cash flow improved 16%.   And since the start of Q4, we have acquired a great new cluster of stations in Charlotte and successfully refinanced our credit facility to drive our interest expense down by roughly $10 million annually.  Of course, our biggest news is our recently announced plan to merge with CBS Radio, a transformational event that will create scale-driven opportunities to compete more effectively with other media to accelerate growth.  The combined company will be exceedingly well positioned to serve its listeners, advertisers, communities, shareholders, and employees and we are very excited about the opportunities that lie ahead.”

Additional Information

On February 2, 2017, the Company announced an agreement to combine with CBS Radio in a tax-free, all stock Reverse Morris Trust transaction. The merger will make Entercom a leading local media and entertainment company with a nationwide footprint of stations including positions in all of the top 10 markets and 23 of the top 25 markets. Based on Entercom’s current stock price, the combined company will have a pro forma equity value of approximately $2 billion and the strongest balance sheet of any of the major radio groups. Upon closing of the transaction, the combined company will be led by David J. Field, Entercom’s President and Chief Executive Officer.

On January 6, 2017, the Company completed an acquisition of four stations in Charlotte, NC from Beasley Broadcast Group, Inc. (“Beasley”) for $24 million in cash. The Company commenced operations for three of the stations, The Link (WLNK-FM) and news/talk leader WBT AM/FM, on November 1, 2016 under a time brokerage agreement (“TBA”) and the fourth station, The Fan (WFNZ-AM), upon closing. Operating results for the three stations operated under the TBA from November 1, 2016 through year end were included in the Company’s fourth quarter results as well as a $0.4 million TBA fee that the Company paid to Beasley.

In November, the Company entered into a new $540 million credit facility, including a $60 million revolver and $480 million term loan. The proceeds of the refinancing were used to repay the Company’s prior credit facility and to call its $220 million of outstanding 10.5% Senior Notes. The refinancing will generate approximately $10 million in pro forma annual interest expense savings.

The Company’s interest expense for the quarter was $9.1 million and first quarter 2017 interest expense is expected to be approximately $6 million, reflecting the savings from the new financing.  The interest expense for the fourth quarter included interest on both the Senior Notes and the new term loan for a period of time.

Fourth quarter results include a $10.9 million loss on extinguishment of debt which includes the call premium paid to retire the Senior Notes and the write-off of deferred financing costs.  In addition, the Company incurred $0.6 million in other expenses related to the refinancing.

As of December 31, 2016 the Company had outstanding $480.1 million of senior debt and capital leases and $27.7 million in perpetual cumulative convertible preferred stock. In addition the Company had $46.5 million in cash on hand.

In the fourth quarter, the Company recorded a one-time $4.7 million income tax benefit which lowered income tax expense for the quarter. The Company simplified its corporate organizational structure during the quarter, allowing it to better utilize its existing state net operating loss carry-forwards. As a result, the Company reduced the valuation allowance it had previously established for these state tax assets and this adjustment decreased its income tax expense by $4.7 million.

Earnings Conference Call and Company Information

Entercom will hold a conference call regarding the quarterly earnings release on Wednesday February 22, 2017 at 10:30AM Eastern Time. Investors will have the opportunity to submit questions to the Company regarding the earnings release by emailing their inquiries to questions@entercom.com. Questions should be sent at least 10 minutes prior to the call. The Company will only discuss inquiries made by email prior to the conference call. The public may access the conference call by dialing 888-889-0278 (passcode: Entercom).  A replay of the conference call will be available and can be accessed either by dialing 866-435-1326 or by visiting the Company’s website: www.entercom.com. Additional information and reconciliation of same station results are available on the Company’s website at www.entercom.com.

Certain Definitions

All references to per share data, unless stated otherwise, are presented as per diluted share. All references to shares outstanding, unless stated otherwise, are presented to exclude unvested restricted stock units. All references to net debt are outstanding debt net of cash on hand.

Station expenses consist of station operating expenses excluding non-cash compensation expense.

Corporate expenses consist of corporate general and administrative expenses excluding non-cash compensation expense.

Station Operating Income consists of operating income (loss) before: depreciation and amortization; time brokerage agreement fees (income); corporate general and administrative expenses; non-cash compensation expense (which is otherwise included in station operating expenses); impairment loss; merger and acquisition costs, other expenses related to the refinancing and restructuring charges; and gain or loss on sale or disposition of assets.

 Adjusted EBITDA consists of net income (loss) available to common shareholders, adjusted to exclude: income taxes (benefit); total other expense; depreciation and amortization; time brokerage agreement fees (income); non-cash compensation expense (which is otherwise included in station operating expenses and corporate G&A expenses); impairment loss; merger and acquisition costs, preferred stock dividends and restructuring charges; and gain or loss on sale or disposition of assets.

Free Cash Flow consists of operating income (loss): (i) plus depreciation and amortization, net (gain) loss on sale or disposal of assets; non-cash compensation expense (which is otherwise included in station operating expenses and corporate general and administrative expenses), impairment loss; merger and acquisition costs, other expenses related to the refinancing, loss on extinguishment of debt, other income and restructuring charges; and (ii) less net interest expense (excluding amortization of deferred financing costs), preferred stock dividends, taxes paid and capital expenditures.

Adjusted Net Income (Loss) consists of net income (loss) available to common shareholders adjusted to exclude: (i) income taxes (benefit) as reported; (ii) gain/loss on sale of assets, derivative instruments and investments; (iii) non-cash compensation expense; (iv) other income; (v) impairment loss; (vi) merger and acquisition costs, other expenses related to the refinancing, loss on extinguishment of debt and restructuring charges; and (vii) gain/loss on early extinguishment of debt.  For purposes of comparability, income taxes are reflected at the expected statutory federal and state income tax rate of 40% without discrete items of tax.

Adjusted Net Income Per Share includes any dilutive equivalent shares when not anti-dilutive. Convertible Preferred Stock treated as if never converted for the purposes of Adjusted Net Income Per Share.

Non-GAAP Financial Measures

It is important to note that station operating income, station expense, corporate expense, same station net revenues, same station expenses, same station operating income, Adjusted EBITDA, Adjusted Net Income, Adjusted Net Income Per Share and Free Cash Flow are not measures of performance or liquidity calculated in accordance with generally accepted accounting principles (“GAAP”).  Management believes that these measures are useful as a way to evaluate the Company and the means for management to evaluate our radio stations’ performance and operations.  Management believes that these measures are useful to an investor in evaluating our performance because they are widely used in the broadcast industry as a measure of a radio company’s operating performance.

Certain adjusted non-GAAP financial measures are presented in this release (e.g., Adjusted Net Income and Adjusted Net Income Per Share). The adjustments exclude gain/loss on sale of assets, derivative instruments, and investments; non-cash compensation expense, other income, impairment loss and gain/loss on early extinguishment of debt. Management believes these adjusted non-GAAP measures provide useful information to Management and investors by excluding certain income, expenses and gains and losses that may not be indicative of the Company’s core operating and financial results.  Similarly, Management believes these adjusted measures are a useful performance measure because certain items included in the calculation of net income (loss) may either mask or exaggerate trends in the Company’s ongoing operating performance. Further, the reconciliations corresponding to these adjusted measures, by identifying the individual adjustments, provide a useful mechanism for investors to consider these adjusted measures with some or all of the identified adjustments.

Management uses these non-GAAP financial measures on an ongoing basis to help track and assess the Company’s financial performance. You, however, should not consider non-GAAP measures in isolation or as substitutes for net income (loss), operating income, or any other measure for determining our operating performance that is calculated in accordance with generally accepted accounting principles.  These non-GAAP measures are not necessarily comparable to similarly titled measures employed by other companies.  The accompanying financial tables provide reconciliations to the nearest GAAP measure of all non-GAAP measures provided in this release.

Note Regarding Forward-Looking Statements

The information in this news release is being widely disseminated in accordance with the Securities and Exchange Commission’s Regulation FD.

This news announcement contains certain forward-looking statements that are based upon current expectations and certain unaudited pro forma information that is presented for illustrative purposes only and involves certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Additional information and key risks are described in the Company’s filings on Forms 8-K, 10-Q and 10-K with the Securities and Exchange Commission. Readers should note that these statements might be impacted by several factors including changes in the economic and regulatory climate and the business of radio broadcasting, in general. The unaudited pro forma information and same station operating data reflect adjustments and are presented for comparative purposes only and do not purport to be indicative of what has occurred or indicative of future operating results or financial position.  Accordingly, the Company’s actual performance may differ materially from those stated or implied herein.  The Company assumes no obligation to publicly update or revise any unaudited pro forma or forward-looking statements.

Contact:
Steve Fisher
Executive Vice President and CFO
(610) 660-5647

About Entercom Communications Corp.

Entercom Communications Corp. (NYSE: ETM) is the fourth-largest radio broadcasting company in the U.S., reaching and engaging more than 40 million people a week through its 126 highly rated stations in 28 top markets across the country. Entercom is a purpose-driven company, deeply committed to entertaining and informing its listeners with the best locally curated music, news, sports, and talk content, driven by compelling local personalities.  Entercom delivers superior ROI by connecting its customers and audiences through its leading local brands and unparalleled local marketing solutions, which include over 4,000 events each year, and its SmartReach Digital product suite.  Learn more about Philadelphia-based Entercom at www.Entercom.com, Facebook and Twitter (@Entercom).

Entercom Communications Schedules Fourth Quarter 2016 Earnings Release and Announces Quarterly Dividend

(Bala Cynwyd, PA)— Entercom Communications (NYSE:  ETM) announced today that it will release fourth quarter 2016 financial results before the market opens on Wednesday, February 22, 2017.

Entercom will hold a conference call regarding the quarterly earnings release on Wednesday, February 22nd at 10:30 a.m. Eastern Time. The public may access the conference call by dialing 888-889-0278 (passcode: Entercom).

Investors will have the opportunity to submit questions to the Company regarding the earnings release by emailing their inquiries to questions@Entercom.com. Questions should be sent by 10 minutes prior to the call.

A replay of the conference call will be available for one week by dialing 866-435-1326. A webcast of the conference call will be available beginning six hours after the call on the Company’s website for a period of two weeks.  Entercom Communications’ website is located at www.entercom.com.

In addition, the Company announced today that its Board of Directors has approved a quarterly dividend on the Company’s stock of $0.075 per share. The dividend is payable on March 15, 2017 to shareholders of record as of the close of business on February 28, 2017.

Contact:          Steve Fisher
                        Executive VP and CFO
                        Entercom Communications Corp.
                        610-660-5647 

About Entercom

Entercom Communications Corp. (NYSE: ETM) is the fourth-largest radio broadcasting company in the U.S., reaching and engaging more than 40 million people a week through its 127 highly rated stations in 27 top markets across the country. Entercom is a purpose-driven company, deeply committed to entertaining and informing its listeners with the best locally curated music, news, sports, and talk content, driven by compelling local personalities.  Entercom delivers superior ROI by connecting its customers and audiences through its leading local brands and unparalleled local marketing solutions, which include over 4,000 events each year, and its SmartReach Digital product suite.  Learn more about Philadelphia-based Entercom at www.Entercom.com, Facebook and Twitter (@Entercom).

CBS Corporation and Entercom Announce Merger of CBS Radio with Entercom to Create Preeminent Radio Platform

Deal Creates Scale and Reach Across the U.S., with a Nationwide Footprint of 244 Stations, Including 23 of the Top 25 Markets

New York, NY and Bala Cynwyd, PA—Entercom Communications Corp. (NYSE: ETM) and CBS Corporation (NYSE: CBS.A and CBS) today announced that the companies have entered into an agreement by which Entercom will combine with CBS Radio in a tax-free merger. The transaction will create a preeminent radio platform, with a nationwide footprint of 244 stations, including 23 of the top 25 U.S. markets, as well as robust digital capabilities and a growing events platform.

“This agreement is great for shareholders and achieves our previously stated objectives by separating our radio business in the best possible way,” said Leslie Moonves, Chairman and Chief Executive Officer, CBS Corporation. “Entercom is a superbly run company, and together with CBS Radio’s powerful brands and remarkable people, we are creating an organization that will be even better positioned to succeed in this rapidly evolving media landscape.”

David J. Field, President and CEO of Entercom, who will lead the combined company, said, “These two great companies, with their impressive histories, complementary assets, and premier content and brands, are a perfect strategic and cultural fit, enabling us to deliver local connection on a national scale and drive accelerated growth. We look forward to welcoming our talented new colleagues at CBS Radio, and we have the utmost respect for their significant contributions to the industry.”

Mr. Field continued, “Radio reaches more Americans than any other medium, and offers advertisers outstanding ROI and local activation. This transformational transaction creates scale-driven efficiencies and opportunities to compete more effectively with other media to better serve our listeners and our advertisers. The combination of a compelling strategic fit, an excellent balance sheet, and robust free cash flow generation, position us to create significant shareholder value for our investors.”

Andre Fernandez, who will continue as President and CEO of CBS Radio through the closing of the transaction, said, “I couldn’t be more proud of the CBS Radio team and all of the exciting breaking news, live events, and business initiatives happening every day across the country. Today marks the beginning of a new chapter for us as we join with an organization with an equally deep tradition in radio broadcasting. The opportunities for the new company are enormous – thanks to our combined collection of industry-leading stations and brands.”

The merger will create a leading local media and entertainment company with strong, complementary assets on a national scale, including:

  • A leading sports platform with the rights to broadcast 45 pro sports teams, including the New York Yankees, the Boston Red Sox, the Chicago Cubs, the New England Patriots, the Atlanta Falcons, and the Golden State Warriors, and 100+ popular local sports talk shows, including the most-listened-to sports talk station in the country, as well as the CBS Sports Radio Network, which is made up of 300 affiliated radio stations across the country
  • Leadership in news and news/talk format, with some of the most-listened-to news and talk radio stations nationwide, including 1010 WINS in NY, KNX in LA, and WBBM in Chicago
  • A diverse array of music and entertainment formats with popular personalities who are leading influencers of custom curated music and entertainment experiences that drive music discovery
  • A leading creator of more than 4,500 live original events per year, from music festivals and large shows to intimate performances with big-name artists
  • A growing portfolio of digital content that expands reach and engagement by local on-air talent through original programming and social media
  • The ability to monetize the intellectual property of dozens of major-market radio shows across multiple emerging platforms
  • Legendary local stations with rich heritage and well-known call letters, which will remain after the transaction

Transaction Details

The combined companies’ pro forma revenue on a trailing 12 months basis was approximately $1.7 billion – which would make it the second-largest radio station owner in the U.S. – and adjusted EBITDA was nearly $500 million, including expected transaction synergies. With pro forma leverage of approximately 4.0x net debt/Adjusted EBITDA, the merger will create a well-capitalized company with a market cap of over $2 billion, a strong balance sheet, significant free cash flow generation, and an attractive dividend, positioned to drive shareholder value.

The combination of CBS Corporation’s radio business with Entercom will be effected through a “Reverse Morris Trust” transaction, which is expected to be tax-free to CBS and its shareholders. As part of the transaction, CBS shareholders will have the opportunity to exchange all, some, or none of their CBS shares for CBS Radio shares. Immediately following the completion of this exchange offer, CBS Radio will merge with an Entercom subsidiary, with the new CBS Radio shareholders receiving Entercom shares in exchange for their CBS Radio shares in the transaction. After completion of the merger, CBS Radio shareholders will receive approximately 105 million Entercom shares, or 72% of all outstanding shares of the combined company on a fully diluted basis. Existing Entercom shareholders will own 28% of the combined company on a fully diluted basis.

The transaction is subject to approval by Entercom shareholders. Entercom Chairman Joseph M. Field, a controlling shareholder of Entercom, has agreed to vote in favor of the transaction.

The transaction is expected to close during the second half of 2017, subject to certain regulatory approvals and other customary closing conditions.

Governance & Structure

The combined company will be known as Entercom and will be headquartered in Philadelphia, with a significant ongoing presence in New York. Upon closing, the company’s Board of Directors will consist of nine members: five current Entercom directors, including David Field as Chairman of the Board, and four directors nominated by CBS Radio.

Conference Call

Entercom will host a conference call at 8:30 AM ET today. Following the prepared remarks, the call will include a question-and-answer session with the investment community. Domestic and international participants may access the conference call toll-free by dialing 888-889-0278 and 312-470-7046, respectively, and using the pass code “Entercom.” A replay of the conference call will be available and can be accessed either by dialing 866-451-8996 (domestic) or 203-369-1206 (international) or on Entercom’s website at www.entercom.com under the investor tab.

A copy of the investor presentation will be made available on Entercom’s investor relations page at www.entercom.com.

Advisors

Morgan Stanley & Co. LLC and Centerview Partners are serving as financial advisors, and Latham & Watkins LLP is serving as legal counsel to Entercom. Goldman, Sachs & Co. is serving as financial advisor, and Wachtell, Lipton, Rosen & Katz is serving as legal counsel to CBS Corporation.

Forward-Looking Statements

This press release contains certain statements about Entercom Communications (“Entercom”), CBS Corporation (“CBS”) and CBS Radio Inc. (“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 Securities and Exchange Commission (“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 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; volatile 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.

Additional Information and Where to Find It

This press release does not constitute an offer to buy, or solicitation of an offer to sell, any securities of Entercom, CBS or CBS Radio. In connection with the Transaction, Entercom will file with the SEC a registration statement on Form S-4 that will include a proxy statement and prospectus of Entercom relating to the Transaction; CBS will file with the SEC a Schedule TO with respect to the proposed exchange offer; and CBS Radio will file with the SEC a registration statement on Form S-1, Form S-4 and/or Form 10 that will include a prospectus of CBS Radio relating to the proposed exchange offer.  INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE DOCUMENTS, AND ANY OTHER RELEVANT DOCUMENTS, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ENTERCOM, CBS, CBS RADIO, AND THE TRANSACTION. Investors and security holders will be able to obtain these materials (when they are available) and other documents filed with the SEC free of charge at the SEC’s website, www.sec.gov. In addition, copies of these materials (when they become available) may be obtained free of charge by accessing CBS’s website at www.cbscorporation.com, or from Entercom by accessing Entercom’s website at www.entercom.com. Shareholders may also read and copy any reports, statements and other information filed by Entercom or CBS with the SEC, at the SEC public reference room at 100 F Street, N.E., Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.

Participants in the Solicitation

Entercom, CBS and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from shareholders in respect of the Transaction under the rules of the SEC. Information regarding Entercom’s directors and executive officers is available in its Annual Report on Form 10-K filed with the SEC on February 26, 2016, and in its definitive proxy statement filed with the SEC on March 18, 2016, in connection with its 2016 annual meeting of stockholders. Information regarding CBS’s directors and executive officers is available in its Annual Report on Form 10-K filed with the SEC on February 16, 2016, and in its definitive proxy statement filed with the SEC on April 15, 2016, in connection with its 2016 annual meeting of stockholders. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the registration statement and proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

About CBS Corporation

CBS Corporation (NYSE: CBS.A and CBS) is a mass media company that creates and distributes industry-leading content across a variety of platforms to audiences around the world. CBS has businesses with origins that date back to the dawn of the broadcasting age as well as new ventures that operate on the leading edge of media. CBS owns the most-watched television network in the U.S. and one of the world’s largest libraries of entertainment content, making its brand — “the Eye” — one of the most recognized in business. CBS’s operations span virtually every field of media and entertainment, including cable, publishing, radio, local TV, film, and interactive and socially responsible media. CBS’s businesses include CBS Television Network, The CW (a joint venture between CBS Corporation and Warner Bros. Entertainment), CBS Television Studios, CBS Studios International, CBS Television Distribution, CBS Consumer Products, CBS Home Entertainment, CBS Interactive, CBS Films, Showtime Networks, CBS Sports Network, Pop (a joint venture between CBS Corporation and Lionsgate), Smithsonian Networks, Simon & Schuster, CBS Television Stations, CBS Radio and CBS EcoMedia. For more information, go to www.cbscorporation.com.

About CBS Radio

CBS RADIO is one of the largest major-market broadcast media operators in the United States and the undisputed leader in news and sports radio.  CBS RADIO produces original audio and video content, live events and exclusive programming distributed on-air, online and on mobile platforms. A division of CBS Corporation, CBS RADIO owns 117 radio stations in 26 markets – including all of the top 10 radio markets as ranked by Nielsen Audio – as well as an extensive array of digital assets. CBS RADIO distributes its programming via AM, FM and HD Radio stations, Radio.com and CBS Local Digital Media apps, making engaging with audiences easier than ever before. For more information on CBS RADIO, please visit www.cbsradio.com.

About Entercom Communications Corp.

Entercom Communications Corp. (NYSE: ETM) is the fourth-largest radio broadcasting company in the U.S., reaching and engaging more than 40 million people a week through its 127 highly rated stations in 27 top markets across the country. Entercom is a purpose-driven company, deeply committed to entertaining and informing its listeners with the best locally curated music, news, sports, and talk content, driven by compelling local personalities.  Entercom delivers superior ROI by connecting its customers and audiences through its leading local brands and unparalleled local marketing solutions, which include over 4,000 events each year, and its SmartReach Digital product suite.  Learn more about Philadelphia-based Entercom at www.Entercom.com, Facebook and Twitter (@Entercom).

*   *   *

ENTERCOM CONTACTS

Press:

Bryan Locke/Jenny Gore/Jacob Crows
Sard Verbinnen & Co.
(312) 895-4700

Esther-Mireya Tejeda
Entercom
(610) 822-0861
Esther-Mireya.Tejeda@entercom.com

Investors:

Steve Fisher
Executive Vice President and CFO
(610) 660-5647
sfisher@entercom.com

CBS CONTACTS

Press:

Dana McClintock
CBS Corporation
(212) 975-1077
dlmcclintock@cbs.com

Jaime Saberito
CBS Radio
(212) 649-9639
jaime.saberito@cbsradio.com

Investors:

Adam Townsend
CBS Investor Relations
(212) 975-5292
adam.townsend@cbs.com

David Bank
CBS Investor Relations
(212) 975-6106
david.bank@cbs.com