Time will tell whether CBS investors were making a vote in favor of radio or simply looking for a quick way to liquidate some of their holdings. But CBS says demand for an offer for shareholders to swap their CBS stock for more than five shares of CBS Radio—which were quickly converted to Entercom stock—was stronger than expected.
The exchange offer was oversubscribed according to a preliminary tally released as the mega-merger closed. CBS said 165.7 million shares of its Class B common stock were tendered during the exchange offer. That’s well above the 17.9 million shares that were accepted and converted into 101.4 million shares of CBS Radio stock. Those shares were then converted into shares of Entercom’s common stock as the historical radio deal closed on Friday.
Because the exchange offer was oversubscribed—meaning more CBS shareholders wanted to tender their shares than what was needed—CBS was forced to accept tendered shares on a pro rata basis for many of its biggest stock holders. It also meant that some of tendered shares were actually returned. But smaller shareholders—those with fewer than 100 shares—didn’t face the same proration.
The complex three-step merger has given CBS shareholders a 72% initial stake in the combined company with Entercom shareholders owning the other 28%. How long those CBS shareholders remain is the unanswered question. The goal of a road show by Entercom CEO David Field in recent weeks has been partly to convince investors who are converting from CBS to Entercom shareholders to stick with him. The theme of what amounted to a sales pitch to investors was “Delivering Local Connection on National Scale” that focused on the reach of the post-merger Entercom with a weekly audience of more than 100 million delivered via radio, digital platforms and live events and nearly 90% reach of persons 12+ in the top 50 markets.
Buckle In—Volatility Ahead
Wells Fargo media analyst Marci Ryvicker thinks “trading volatility” is likely in the coming days and weeks for Entercom’s stock. “There is always an arbitrage trade in these types of transactions, although this one is tricky given Entercom’s small market cap coupled with a historical lack of interest in radio stocks,” she wrote in a note to clients earlier this month.
Shares of Entercom opened up 6% after the deal was finalized on Friday, but fell back as trading continued and closed up 2% at day’s end. (See where things stand so far today HERE) While there wasn’t an immediate run for the exit by investors, analysts say it may be a quarter or two before the true impact is known. One hurdle will come on Nov. 27—the cutoff date for shareholders to receive the company’s next dividend payout.
Field has projected $100 million worth of cost cutting savings will be found. That’s four-times as much as first forecast. The company also announced that it will boost the size of its dividend by 20% and its board has authorized a $100 million stock buyback program which will include an expected $30 million in share repurchases in 2018. The combination of those factors could help soften the deal’s landing according to Ryvicker. “We don’t expect as much post-deal selling activity as some investors have feared,” she said.