Entercom Communications (Philadelphia) and CBS Corporation’s have announced a merger—pending approval by Entercom shareholders, expected to close during the second half of 2017—by which Entercom will combine with CBS Radio to create a radio platform with a nationwide footprint of 244 stations, including 23 of the top 25 U.S. markets, as well as digital capabilities and 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.”

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 local media and entertainment company with strong, complementary assets on a national scale, including:

• A sports platform with the rights to broadcast 45 pro sports teams, and 100+ popular local sports talk shows, as well as the CBS Sports Radio Network, which is made up of 300 affiliated radio stations across the country
• News and news/talk format, with some of the most-listened-to news and talk radio stations nationwide
• Music and entertainment formats with popular personalities who are leading influencers of custom curated music and entertainment experiences that drive music discovery
• Creator of more than 4,500 live original events per year, including music festivals and large shows
• Digital content that expands local on-air talent
• Monetization of intellectual property for dozens of major-market radio shows
• Legendary local stations

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 United States – and adjusted EBITDA was nearly $500 million, including expected transaction synergies. The merger will create a well-capitalized company with a market cap of over $2 billion.

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. 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.

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.

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.

Entercom is the fourth-largest radio broadcasting company in the United States, reaching and engaging more than 40 million people a week through its 127 highly rated stations in 27 top markets across the country. Entercom delivers superior ROI by connecting its customers and audiences through its leading local brands and local marketing solutions, which include over 4,000 events each year, and its SmartReach Digital product suite.

Pictured (L-R): Alex Smith (courtesy of artist), Rachael Turner (photo: Erik Xydis).

MusicRow, Nashville’s leading music industry publication, is proud to reveal rising country newcomers Rachael Turner (Rustic Records) and Alex Smith (Lila Records) as performers for the 2017 MusicRow Country Radio Meet & Greet and CountryBreakout Awards.

The invitation-only event will be held in February for subscribed members of MusicRow magazine, affiliates and country radio broadcasters just shortly ahead of the 2017 Country Radio Seminar.

“The MusicRow reporting panel represents some of the best stations in secondary markets and it is a privilege to shine a spotlight on the most-played artists from the CountryBreakout chart for the previous year, in addition to honoring an exemplary MusicRow chart reporter and giving nods to the songwriter with the most No. 1s,” says MusicRow Owner/Publisher Sherod Robertson. “We are excited to showcase two performances at the meet & greet with new artists also making waves on our chart, Alex Smith and Rachael Turner.”

The gathering will also reveal the winners of 2017 CountryBreakout Awards, tallied from their chart performances on the MusicRow chart in 2016. Those categories include Male Artist of the Year, Female Artist of the Year, Group/Duo of the Year, Breakout Artist of the Year, Independent Artist of the Year, Label of the Year, Songwriter of the Year, and the selected Reporter of the Year honor.

In addition to exclusive editorial, each winner will be profiled in MusicRow‘s Country Radio print issue, which will debut at the Meet & Greet and CountryBreakout Awards. Complementary issues of MusicRow‘s Country Radio issue will be available at the CountryBreakout event and throughout the Country Radio Seminar. Subscribers will receive their print copies by mail. Additional issues will be available for purchase at musicrow.com or at the publication’s 17th Avenue headquarters in Nashville.

To receive your invite to the 2017 MusicRow Country Radio Meet & Greet and CountryBreakout Awards, subscribe today at musicrow.com.

About the 2017 MusicRow Country Radio Meet & Greet And CountryBreakout Performers:

Rachael Turner (Rustic Records): Rachael Turner’s vocals and unique spin on traditional and modern country have brought a breath of fresh air to the genre. Originally from Sugar Land, Texas, Rachael now resides in Nashville and is signed to long-standing independent record label, Rustic Records. Her first two singles peaked at No. 22 on the MusicRow CountryBreakout chart, including Turner’s “Aftershock,” which showcases her ability to blend classic country with modern influences. No stranger to the stage, Turner has almost 15 years of singing experience since her first solo performance at the ripe age of 11. As a performer throughout her teen years, Turner decided to take her experience and talents to Belmont University. It was there that she harnessed her skills with degrees in vocal performance and music business, and made the decision to pursue not only music, but country music. Turner’s passion for country music bloomed after falling in love with artists such as Martina McBride, Shania Twain, Jo Dee Messina and Faith Hill. Turner kicks off the New Year with the mid-tempo story-like song “Hurts Don’t It.” The new and current release showcases Turner’s range and flexibility while capturing the emotional turmoil involved in finding the strength to leave a toxic romance. For more information, contact Rustic Records, Inc. at rusticrecordsinc@aol.com.

Alex Smith (Lila Records): A baseball pitcher during high school in Alexandria, Louisiana, Alex Smith decided to pursue hits of a different kind after graduation. The personable 23-year-old commands attention, whether on stage, in music videos or on social media. Smith’s live-for-the-moment first single, “Load It Up,” has even climbed to No. 32 on the MusicRow CountryBreakout chart. Smith comes from two generations of musicians, with his father and grandfather’s influence. It wasn’t until his early teens that Smith decided to follow the same path his father had as a working musician. After playing the video game Guitar Hero, the youngster—who later regretted quitting piano lessons—became self-taught on the Taylor guitar his father gave him by watching YouTube instructional videos. While still in college in Lafayette, Louisiana, Smith took note of friends making good money from just a few hours of “work” while performing music around town. Smith landed a one-hour gig at a local daiquiri shop, which eventually led to playing enough venues to pay his way through school. The singer-songwriter began making trips to Nashville, and has since opened shows for Brett Eldredge and Uncle Kracker. He starts touring extensively in 2017 with his new band of Nashville musicians. Smith recorded his debut EP, Fear of Missing Out, at Blackbird Studios with producer Ryan Sutton. The project is available on his website and iTunes.

Click here or above to access MusicRow‘s weekly CountryBreakout Report.