We are a leading American media and entertainment company, with a cume of 170 million people each month, with coverage of close to 90% of persons 12+ in the top 50 U.S. markets through our premier collection of highly-rated, award-winning radio stations, digital platforms and live events. We are the number one creator of live, original, local audio content and the nation's unrivaled leader in news and sports radio. We are home to seven of the eight most listened to all-news stations in the U.S., as well as more than 40 professional sports teams and dozens of top college programs. As one of the country's two largest radio broadcasters, we offer local and national advertisers integrated marketing solutions across audio, digital and event platforms to deliver the power of local connection on a national scale. We have a nationwide footprint of radio stations including positions in all of the top 16 markets and 22 of the top 25 markets. We were organized in 1968 as a Pennsylvania corporation.
On February 2, 2017, we and our wholly owned subsidiary ("Merger Sub") entered into an Agreement and Plan of Merger (the "CBS Radio Merger Agreement") with CBS Corporation ("CBS") and its wholly-owned subsidiary CBS Radio Inc. ("CBS Radio"). Pursuant to the CBS Radio Merger Agreement, Merger Sub merged with and into CBS Radio with CBS Radio surviving as our wholly-owned subsidiary (the "Merger"). The parties to the Merger believe that the Merger was tax-free to CBS and its shareholders. The Merger was effected through a stock for-stock Reverse Morris Trust transaction.
In connection with the Reverse Morris Trust transaction, CBS commenced an exchange offer for the separation of its radio business to allow for the combination of CBS Radio and Entercom. CBS, certain of its subsidiaries and CBS Radio completed the following distributions and stock split (together referred to as the "Radio Reorganization"). At the time of the signing of the CBS Radio Merger Agreement on February 2, 2017, CBS Radio had two classes of common stock, the Radio Series 1 Common Stock, par value $0.01 per share (the "Radio Series 1 Common Stock"), and the Radio Series 2 Common Stock, par value $0.01 per share (the "Radio Series 2 Common Stock" and, together with the Radio Series 1 Common Stock, the "Radio Existing Common Stock"). As of February 2, 2017, CBS directly owned 100% of the equity of Westinghouse CBS Holding Company, Inc., a Delaware corporation ("Westinghouse"), Westinghouse directly owned 100% of the equity of CBS Broadcasting Inc., a New York corporation ("CBS Broadcasting"), and CBS Broadcasting directly owned 100% of the Radio Existing Common Stock. Prior to the consummation of the Final Distribution (defined below), CBS Broadcasting distributed all of the outstanding equity of CBS Radio to Westinghouse, and Westinghouse distributed all of the outstanding equity of CBS Radio to CBS. These distributions are referred to as the "Internal Distributions."