Beasley Broadcast Group, Inc. a large- and mid-size market radio broadcaster, announced that it entered into a definitive agreement to sell two FM and two AM radio stations in Charlotte to Entercom Communications Corp. (NYSE: ETM) (“Entercom”) for $24 million in cash following the completion of, and contingent upon, the Company’s previously announced acquisition of all of the outstanding stock of Greater Media, Inc. (“Greater Media”).
The planned divestiture of the four Charlotte stations reflects Beasley’s previously stated intention to divest certain radio stations in order to comply with FCC ownership regulations. Beasley intends to use the net proceeds from the sale of the four stations to reduce the borrowings required to complete the Greater Media transaction.
Pursuant to the terms of the agreement, Entercom will acquire WBT-FM, WLNK-FM and WBT-AM, all of which are currently owned by Greater Media and held in trust pending the completion of Beasley’s acquisition of Greater Media. Entercom will also acquire Beasley’s WFNZ-AM in Charlotte and an FM translator. In addition, Entercom will begin operating WBT-FM, WLNK-FM and WBT-AM upon the closing of Beasley’s acquisition of Greater Media pursuant to a time brokerage agreement.
The sale of the four Charlotte stations, expected to be completed later in 2016, is subject to FCC approval and other regulatory approvals, the closing of Beasley’s acquisition of Greater Media and other customary closing conditions. Michael J. Bergner of Bergner & Co. served as the broker in the transaction.
On July 19, 2016, Beasley and Greater Media entered into a definitive merger agreement whereby Beasley will acquire all of the outstanding stock of Greater Media for an aggregate consideration of approximately $240 million, subject to adjustments. Under the terms of the agreement, Greater Media shareholders are expected to receive approximately $100 million in cash and approximately $25 million in shares of the Company’s Class A common stock (at a fixed value of $4.61 per share). In addition, 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 repay approximately $82 million of debt of Greater Media. Excluding transaction costs, Beasley’s acquisition of Greater Media is expected to be accretive to Beasley’s operating results (inclusive of expected financial and operating synergies and the divestiture of the Charlotte stations described above) following the expected closing later this year.