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By SCOTT FYBUSH

CBS Radio’s planned IPO isn’t happening, and now we know why – early Thursday morning, CBS announced it’s spinning off its radio stations in a Reverse Morris Trust that will find them merging with Entercom.

“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,” explained CBS in its announcement of the deal.

The combination of CBS Radio and Entercom will create a 244-station group, bringing Entercom into many more top-10 markets than it’s previously occupied. That includes its home base of Philadelphia, where Entercom will instantly become a major player with the CBS cluster of all-news KYW (1060), talk WPHT (1210), country WXTU (92.5), sports WIP (94.1), AC WTDY (96.5) and classic hits WOGL (98.1). It includes the dominant CBS Radio cluster in New York – all-news WCBS (880) and WINS (1010), sports WFAN (660)/WFAN-FM (101.9), top-40 WBMP (92.3), classic hits WCBS-FM (101.1) and AC WNEW (102.7).

Entercom will enter Pittsburgh with the CBS cluster of news-talk KDKA (1020), sports KDKA-FM (93.7), hot AC WBZZ (100.7) and country WDSY (107.9), and it will enter Hartford with news-talk WTIC (1080), rhythmic WZMX (93.7), hot AC WTIC-FM (96.5) and AC WRCH (100.5).

They’ll join Entercom’s existing smaller markets in the region, including important clusters in Wilkes-Barre/Scranton, Rochester and Buffalo. (Ironically, Rochester and Buffalo were two of the smaller markets that CBS Radio made a point of exiting more than a decade ago; in Rochester, Entercom ended up with two of the FMs CBS Radio spun off, WPXY and WCMF.)

And then there’s Boston…where our analysis for subscribers continues:

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