OMAHA, Neb.--(BUSINESS WIRE)--Today Boston
Omaha Corporation (NASDAQ:BOMN) (the “Company”) signed a definitive
agreement for the sale of up to $150,000,000 of unregistered Class A
Common Stock. All shares are being sold at $23.30, a slight premium to
the closing price of $23.29 as reported by NASDAQ on February 22, 2018.
3,300,000 shares are to be issued in the initial closing expected to
close in the next 10-15 days, subject to certain customary closing
conditions, and the remaining 3,137,768 shares are expected to be issued
following expiration of any regulatory waiting periods and the
authorization by Company shareholders at a special meeting of
shareholders scheduled to be held on May 4, 2018 at which the Company
will propose to increase the Company’s authorized shares of Class A
Common Stock from 18,838,884 to 38,838,884 shares.
Assuming all of 6,437,768 shares are sold at the initial closing and the
subsequent closing, the shares acquired by the investors in this
financing will represent approximately 32.6% of our outstanding Class A
Common Stock.
The investment is being made by three limited partnerships, two of which
are managed by The Magnolia Group, LLC as their general partner.
Boulderado Group, LLC serves as the general partner of the third
partnership. The shares being purchased under this private placement are
in addition to both shares of Class A Common Stock and Class B Common
Stock owned by different investment partnerships managed by Magnolia
Group, LLC and Boulderado Group, LLC, which share ownership remains
unchanged. The transaction was approved by a special committee of the
Company’s Board of Directors with the advice of independent legal
counsel and an independent investment banking firm which provided a
fairness opinion to the special committee.
The Company has granted the investors registration rights commencing
three years after the closing as well as customary piggyback
registration rights.
The Company expects to use the proceeds of the stock sale for further
acquisition of businesses to be owned by its wholly-owned subsidiaries, Link
Media Outdoor and General
Indemnity Group. In addition, the company may expand its investment
in certain currently existing minority holdings in Logic Commercial Real
Estate and Dream Finders Homes, as well as potential new acquisitions
and other investment opportunities.
The subsequent closing contemplated by the agreement is subject to
customary closing conditions, including antitrust approval, and is
expected to close in May 2018.
Additional information relating to this investment may be found in the
Form 8-K that will be filed by the Company with the U.S. Securities and
Exchange Commission.
The Company’s Class A Common Stock sold in this offering has not been
registered under the Securities Act of 1933, as amended (the “Securities
Act"). Accordingly, these securities may not be offered or sold in the
United States except pursuant to an effective registration statement or
an applicable exemption from the registration requirements of the
Securities Act. This press release shall not constitute an offer to sell
or the solicitation of an offer to buy the Company’s Class A Common
Stock.
About Boston Omaha Corporation
Boston Omaha Corporation is a public company primarily engaged in
several lines of business, including outdoor advertising and surety
insurance, and also maintains investments in commercial real estate and
residential homebuilding businesses.
Forward-Looking Statements
Any statements in this press release about the Company’s future
expectations, plans and prospects, including statements about our
financing strategy, future operations, future financial position and
results, market growth, total revenue, as well as other statements
containing the words “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,”
“predict,” “project,” “should,” “target,” “will,” or “would” and similar
expressions, constitute forward-looking statements within the meaning of
the safe harbor provisions of The Private Securities Litigation Reform
Act of 1995. The Company may not actually achieve the plans, intentions
or expectations disclosed in the Company’s forward-looking statements,
and you should not place undue reliance on the Company’s forward-looking
statements. Actual results or events could differ materially from the
plans, intentions and expectations disclosed in the forward-looking
statements the Company make as a result of a variety of risks and
uncertainties, including risks related to the Company’s estimates
regarding the potential market opportunity for the Company’s current and
future products and services, the Company’s expectations regarding the
Company’s sales, expenses, gross margins and other results of
operations, and the other risks and uncertainties described in the “Risk
Factors” sections of the Company’s public filings with the Securities
and Exchange Commission. In addition, the forward-looking statements
included in this press release represent the Company’s views as of the
date hereof. The Company anticipates that subsequent events and
developments may cause the Company’s views to change. However, while the
Company may elect to update these forward-looking statements at some
point in the future, the Company specifically disclaim any obligation to
do so. These forward-looking statements should not be relied upon as
representing the Company’s views as of any date subsequent to the date
hereof.