BeasleyBroadcast Group Inc. has agreed to acquire all outstanding sharesof Greater Media Inc.in a deal worth about $240 million.
Pursuant to the terms of the agreement, Stockholders ofGreater Media will get about $100 million in cash and $25 million in shares ofBeasley's class A common stock at $4.61 per share. Greater Media shareholdersalso will receive the net cash proceeds, amounting to about $20 million, fromthe sale of its tower assets. Beasley will refinance roughly $80 milliondebt of Greater Media.
In connection with the acquisition, Beasley will initiallypurchase 21 radio stations in seven markets including four new markets ––Detroit; Middlesex, N.J.; Monmouth, N.J.; and, Morristown, N.J. –– and threemarkets where the company has existing operations –– Philadelphia; Boston; andCharlotte, N.C.
Upon completion of the transaction, which is expected to bein the fourth quarter, Beasley and Greater Media shareholders will own about81% and 19%, respectively, of Beasley's outstanding shares, according to a July19 news release. Greater Media shareholders will have the right toname one member to the Beasley board, which will expand the board size to ninemembers.
Beasley plans to fund the transaction via borrowings under anew credit facility that it will enter, along with cash and cash equivalentsavailable to the company and the issuance of class A common stock.
The transaction is subject to FCC approval and otherregulatory approvals, including the termination or expiration of the applicableHart-Scott-Rodino waiting period.
RBC Capital Markets is acting as financial adviser toBeasley and Latham & Watkins LLP is acting as its legal counsel on thetransaction. Rockdale Partners is acting as financial adviser to Greater Mediaand Debevoise & Plimpton LLP is acting as its legal counsel.