Boston Omaha Corporation Announces Private Placement of Up to $150 Million of Class A Common Stock
February 22 2018 - 8:32PM
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.
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version on businesswire.com: http://www.businesswire.com/news/home/20180222006687/en/
Boston Omaha CorporationCatherine Vaughan,
617-875-8911cathy@bostonomaha.com
Boston Omaha (NASDAQ:BOMN)
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