Here are the details on the blockbuster deal announced Tuesday night between Greater Media and Beasley. Beasley will pick up Greater Media’s 21 stations in seven markets. Greater Media shareholders are expected to receive $100 million in cash and $25 million in shares of the Company’s Class A common stock (at a fixed value of $4.61 per share).
In addition, the shareholders of Greater Media will receive the net cash proceeds from the sale of its tower assets, estimated to be approximately $20 million. Beasley will refinance approximately $80 million of debt of Greater Media.
Beasley intends to fund the acquisition through borrowings under a new credit facility that Beasley expects to enter into in connection with the closing of the acquisition, together with cash and cash equivalents available to the company and the issuance of Class A common stock as described above. RBC Capital Markets and U.S. Bank have provided committed financing in support of the acquisition.
The transaction has already been approved by the boards of directors of both Beasley and Greater Media. It is, of course, subject to FCC approval and other regulatory approvals (including the termination or expiration of the applicable Hart-Scott-Rodino waiting period) and other customary closing conditions.
Upon completion of the transaction, expected in the fourth quarter of 2016, Beasley shareholders and Greater Media shareholders will hold approximately 81% and 19%, respectively, of Beasley’s outstanding shares. In addition, Greater Media shareholders will have the right to appoint one member to the Beasley Board of Directors which will expand the size of the board to nine members.
Beasley picks up the 21 stations in seven markets: Detroit, MI; Middlesex, NJ; Monmouth, NJ; and, Morristown, NJ. In three of those markets Beasley has existing operations: Philadelphia, PA; Boston, MA; and, Charlotte, NC.
Upon closing, Beasley’s portfolio of stations that it owns and operates is expected to expand to 73 stations (52 FM and 21 AM) in 16 markets. However, Beasley must divest two FM stations in Charlotte to stay under the cap.