More Merger Details
ENTERCOM has filed a Schedule 14A form with the SECURITIES AND EXCHANGE COMMISSION setting the date for a shareholder meeting, and laying out more details about its acquisition of CBS RADIO.
The company wrote, “This proxy statement relates to a special meeting of shareholders of ENTERCOM COMMUNICATIONS CORP., a PENNSYLVANIA corporation, to approve the issuance of shares of ENTERCOM Class A common stock, par value $0.01 per share in connection with the merger of CONSTITUTION MERGER SUB CORP., a DELAWARE corporation and wholly owned subsidiary of ENTERCOM, with and into CBS RADIO INC.”
ENTERCOM explains, “CBS RADIO, a DELAWARE corporation and wholly owned subsidiary of CBS CORPORATION, a DELAWARE corporation, whereby the separate corporate existence of MERGER SUB will cease and CBS RADIO will continue as the surviving company and a wholly owned subsidiary of ENTERCOM.” ENTERCOM also asks shareholders to, “approve, on a non-binding, advisory basis, certain compensation arrangements for ENTERCOM’s named executive officers in connection with the Merger.”
ENTERCOM provided this chart in the filing to explain the current and future structure of the company.
Post merger, the filing explains, “Immediately after consummation of the Merger, approximately 72% of the outstanding shares of ENTERCOM Common Stock are expected to be held by pre-Merger holders of CBS Common Stock, including CBS employees who held certain CBS stock-based compensation rights that will be converted into the right to receive ENTERCOM Class A Common Stock, on a fully diluted basis in the aggregate, and approximately 28% of the outstanding shares of ENTERCOM Common Stock are expected to be held by pre-Merger holders of ENTERCOM Common Stock, including ENTERCOM employees who held ENTERCOM stock-based compensation rights.”
As for compensation, CEO DAVID FIELD could receive a golden parachute of $21.8 million, based on three times his annual base salary plus bonus, equaling $7.5 million in “cash severance payments.” There’s also another $14,252,300 in equity, plus about $50,500 in perks, for a total of $21,802,790. CFO RICHARD SCHMAELING could receive $875,000 in cash severance plus $758,000 in equity.
However, as outlined in ENTERCOM’s SEC filings, CEO DAVID FIELD and CFO RICHARD SCHMAELING will not receive any ‘golden parachute’ compensation in connection with the CBS RADIO merger unless a ‘double-trigger’ occurs: the transaction is completed and the executive is terminated within a specified time period. Neither executive will receive this ‘golden parachute’ compensation solely upon completion of the merger. ENTERCOM and CBS RADIO remain on track to close the transaction later this year.
This Article Was Originally Posted at www.allaccess.com