October 16, 2017 MERGER PROPOSED—YOUR VOTE IS IMPORTANT You Are Cordially Invited to Attend a Special Meeting of Shareholders
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October 16, 2017 MERGER PROPOSED—YOUR VOTE IS IMPORTANT You are cordially invited to attend a special meeting of shareholders (the “Special Meeting”) of Entercom Communications Corp. (“Entercom”) at 10:00 a.m., local time, on November 15, 2017, which will be held at Hotel Sofitel Philadelphia, 120 S. 17th Street, Philadelphia, PA 19103. A notice of the Special Meeting and the proxy statement follow. At the Special Meeting, you will be asked to (i) approve the issuance of shares (the “Share Issuance”) of Entercom Class A common stock, par value $0.01 per share (the “Entercom Class A Common Stock”) in connection with the Merger and (ii) approve an amendment and restatement of Entercom’s Amended and Restated Articles of Incorporation (the “Existing Entercom Articles”), which will (a) provide that the Entercom board of directors will be classified (the “Classified Board Amendment”) in connection with the merger (the “Merger”) of Constitution Merger Sub Corp. (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of Entercom, with and into CBS Radio Inc. (“CBS Radio”), a Delaware corporation and wholly owned subsidiary of CBS Corporation (“CBS”), 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, and (b) permit the Entercom board of directors to (A) require certain information from shareholders and (B) take certain actions in order to continue to comply with federal communications laws (the “FCC Amendment”). You will also be asked to approve (i) on a non-binding, advisory basis, certain compensation arrangements for Entercom’s named executive officers in connection with the Merger (the “Executive Compensation Proposal”) and (ii) adjournments or postponements of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Share Issuance or the Classified Board Amendment (the “Adjournment Proposal”). If either the proposal to approve the Share Issuance or the Classified Board Amendment is not approved, the Merger cannot be completed. The consummation of the Merger is not conditioned upon the approval of the FCC Amendment, the Executive Compensation Proposal or the Adjournment Proposal. As more fully described in the accompanying proxy statement, prior to the Merger, CBS and its subsidiaries will complete an internal reorganization such that the radio business and operations of CBS will all be held under CBS Radio as a direct wholly owned subsidiary of CBS. Prior to the Merger, CBS will offer (the “exchange offer”) the holders of its Class B common stock, par value $0.001 per share (the “CBS Class B Common Stock”), the option to exchange their shares of CBS Class B Common Stock for shares of CBS Radio common stock, par value $0.01 per share (the “Radio Common Stock”), in an exchange offer (the “split-off”). If the exchange offer is undertaken and consummated but the exchange offer is not fully subscribed because less than all shares of Radio Common Stock owned by CBS are exchanged, or if the exchange offer is consummated but not all of the shares of Radio Common Stock owned by CBS are exchanged due to the upper limit being in effect, the remaining shares of Radio Common Stock owned by CBS will be distributed in a spin-off on a pro rata basis to holders of CBS Class B Common Stock and CBS Class A common stock, par value $0.001 per share (the “CBS Class A Common Stock” and, together with the CBS Class B Common Stock, the “CBS Common Stock”), whose shares of CBS Common Stock remain outstanding after consummation of the exchange offer (the “Spin-Off” and, together with the exchange offer, the “Final Distribution”), based on the relative economic interest of each such holder in the number of total outstanding shares of CBS Common Stock, excluding those shares of CBS Class B Common Stock that have been validly tendered and not withdrawn in the exchange offer. In the Merger, shares of Radio Common Stock will be immediately converted into shares of Entercom Class A Common Stock. Entercom’s board of directors has unanimously approved the Merger, the Merger Agreement, the Separation Agreement and the Ancillary Agreements (each as defined in the proxy statement), and has determined that the Merger, the Share Issuance, the Classified Board Amendment, the FCC Amendment, the Executive Compensation Proposal and the Adjournment Proposal are advisable and in the best interests of Entercom and its shareholders. As a result, Entercom’s board of directors unanimously recommends that Entercom’s shareholders vote “FOR” the proposal to approve the Share Issuance, “FOR” the Classified Board Amendment, “FOR” the FCC Amendment, “FOR” the Executive Compensation Proposal, and “FOR” the Adjournment Proposal. If you were a shareholder of record of Entercom Class A Common Stock or our Class B common stock, par value $0.01 per share (the “Entercom Class B Common Stock” and, together with the Entercom Class A Common Stock, the “Entercom Common Stock”), at the close of business on October 12, 2017, you may vote at the Special Meeting. Your vote is important. Please vote by completing, signing and dating the enclosed proxy card for the Special Meeting and mailing the proxy card to us, whether or not you plan to attend the Special Meeting. If you sign, date and mail your proxy card without indicating how you want to vote, your proxy will be counted as a vote “FOR” each of the proposals presented at the Special Meeting. In addition, you may vote by proxy by calling the toll-free telephone number or by using the Internet as described in the instructions included with the enclosed proxy card. If you do not return your card, vote by telephone or by using the Internet, or if you do not specifically instruct your bank, broker or other nominee how to vote any shares held for you in “street name,” your shares will not be voted at the Special Meeting. This document is a proxy statement of Entercom for its use in soliciting proxies for the Special Meeting. This document answers questions about the proposed Merger, the related transactions and the Special Meeting, and includes a summary description of the Merger and the related transactions. We urge you to review this entire document carefully. In particular, you should consider the matters discussed under “Risk Factors” beginning on page 27. We thank you for your consideration and continued support. Sincerely, Andrew P. Sutor, IV Senior Vice President, General Counsel & Secretary This document is dated October 16, 2017 and is first being mailed to Entercom shareholders on or about October 16, 2017. ENTERCOM COMMUNICATIONS CORP. 401 E. City Avenue, Suite 809 Bala Cynwyd, Pennsylvania 19004 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS To our Shareholders: NOTICE IS HEREBY GIVEN that a Special Meeting of shareholders of Entercom will be held at Hotel Sofitel Philadelphia, 120 S. 17th Street, Philadelphia, PA 19103 on November 15, 2017 at 10:00 a.m., local time, for the following purposes: 1. To approve the Share Issuance of Entercom Class A Common Stock in the Merger; 2. To approve the Classified Board Amendment to the Existing Entercom Articles to classify the Entercom board of directors following the Merger; 3. To approve the FCC Amendment to the Existing Entercom Articles to permit the board of directors to (i) require certain information from shareholders and (ii) take certain actions in order to continue to comply with federal communications laws; 4. To approve, on a non-binding, advisory basis, the Executive Compensation Proposal relating to certain compensation arrangements for Entercom’s named executive officers in connection with the Merger; 5. To approve the Adjournment Proposal to adjourn or postpone the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Share Issuance or the Classified Board Amendment; and 6. To transact such other business that may properly come before the Special Meeting or any adjournment or postponement thereof. Entercom’s board of directors has unanimously approved the Merger, the Merger Agreement, the Separation Agreement and the Ancillary Agreements (each as defined in the proxy statement), and has determined that the Merger, the Share Issuance, the Classified Board Amendment and the FCC Amendment are advisable and in the best interests of Entercom and its shareholders. As a result, Entercom’s board of directors unanimously recommends that shareholders vote “FOR” the proposal to approve the Share Issuance, “FOR” the Classified Board Amendment, “FOR” the FCC Amendment, “FOR” the Executive Compensation Proposal, and “FOR” the Adjournment Proposal. If you were a shareholder of record of Entercom Class A Common Stock or Entercom Class B Common Stock at the close of business on October 12, 2017, you may vote at the Special Meeting. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR VOTE YOUR SHARES BY CALLING THE TOLL-FREE TELEPHONE NUMBER OR BY USING THE INTERNET AS DESCRIBED IN THE INSTRUCTIONS INCLUDED WITH YOUR PROXY CARD AT YOUR EARLIEST CONVENIENCE. By Order of the Board of Directors, Andrew P. Sutor, IV Secretary Bala Cynwyd, Pennsylvania October 16, 2017 [THIS PAGE INTENTIONALLY LEFT BLANK] TABLE OF CONTENTS Page References to Additional Information