Latham Advises Entercom in Merger with CBS Radio

Tax-free merger will be effected through a "Reverse Morris Trust" transaction.

February 2, 2017

Entercom Communications Corp. (NYSE: ETM) and CBS Corporation (NYSE: CBS.A and CBS) have announced that the companies have entered into an agreement by which Entercom will combine with CBS Radio in a tax-free merger. 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. The transaction is expected to close during the second half of 2017, subject to certain regulatory approvals and other customary closing conditions.

Latham & Watkins LLP represents Entercom in the transaction with a corporate deal team led by Chicago partner Zachary Judd, with associates Jonathan Schiller, Owen Alexander and Tessa White, and with assistance from partner Mark Gerstein. Advice was also provided on tax matters by Los Angeles partners Laurence Stein and Pardis Zomorodi, with associate William Kessler; on antitrust matters by Washington D.C. partners Marc Williamson and Amanda Reeves, with San Francisco associate Kelly Smith Fayne; on securities matters by Chicago partner Roderick Branch, with associates Nicholas Monsees, Patrick Foley and Paul Holmer; on finance matters by Chicago partners Brandon Anderson and Brad Kotler, with associate Joanna Bartold; on benefits and compensation matters by Chicago partner Robin Struve, with San Diego associate Michelle Khoury; on intellectual property matters by New York partner Jeffrey Tochner, with associate Tiana Hertel; on insurance matters by Los Angeles partner Peter Rosen and Washington D.C. partner David Barrett; on environmental matters by Chicago partner Karl Karg; and on litigation matters by Chicago partner Matthew Walch.

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