Entercom Reaches Deal With US DoJ To Approve Lincoln Financial Media Acquisition

(RTTNews) - Entercom Communications Corp. (ETM) announced that it has entered into an exchange agreement with Bonneville International Corporation under which Entercom will exchange four stations in Denver for Classic Rock station The Sound in Los Angeles and $5 million in additional consideration. The stations Entercom will exchange with Bonneville are: KOSI-FM, KYGO-FM, KKFN-FM and KEPN-AM. Entercom owns KOSI-FM, while the remaining stations are being acquired through the acquisition of Lincoln Financial Media acquisition or LFM.

Entercom and Bonneville will begin operating the exchanged stations under Time brokerage agreements or TBAs once the LFM transaction is completed. Closing of the Bonneville-Entercom exchange is subject to FCC approval and other customary closing conditions. Entercom expects the Bonneville transaction to close by the fourth quarter of this year.

Entercom also announced that it has reached a settlement with the U.S. Department of Justice or DOJ regarding the Company's acquisition of LFM which was announced in December 2014. The DOJ initiated its Hart Scott Rodino review of the acquisition with a focus on the impact of the transaction on concentration in the Denver radio market. As a result of the exchange agreement with Bonneville, the DOJ has agreed to approve the Company's acquisition of LFM. The Company has received FCC approval for the LFM acquisition and will close the transaction after DOJ terminates the Hart-Scott-Rodino waiting period.

Closing of the LFM acquisition and the commencement of the related Bonneville-Entercom time brokerage agreements are expected to take place within a few business days.

The purchase price for the LFM acquisition is $105 million which will be paid with $77.5 million in cash and $27.5 million in newly issued Series A Perpetual Convertible Preferred Stock which will be held by Lincoln Financial Group. Entercom will fund the cash portion of the purchase price using cash on hand and by drawing on a portion of its existing $50 million revolving credit facility.

As a result of the LFM acquisition and the Bonneville exchange, Entercom will enter four new top 20 markets, Atlanta, Los Angeles, Miami and San Diego, and will add the certain stations.