SALEM MEDIA GROUP, INC. (NASDAQ:SALM) Files An 8-K Entry into a Material Definitive AgreementITEM 1.01
KTRB(AM) Asset Purchase Agreement
On July 10, 2018, New Inspiration Broadcasting Company, Inc., a subsidiary of Salem Media Group, Inc. (the “Company”) entered into a related party asset purchase agreement (“APA”) with East Bay Broadcasting, LLC, a California limited liability company owned by Edward G. Atsinger III, Chief Executive Officer of the Company, and Stuart W. Epperson, Chairman of the Board of the Company (the “Transaction”). The APA is for the purchase of radio station KTRB(AM) (the “Station”) in the San Francisco, CA market. The Company has been operating the Station to a Local Marketing Agreement (“LMA”) since December 15, 2016 which will be terminated upon the consummation of the Transaction. As part of the Transaction, the Company will assume a Diplex Agreement to use certain real property located at 3636 Enterprise Ave., Hayward, California 94545 on a nonexclusive basis as the transmitter site for the Station (the “Real Property”) in which Salem Broadcasting Company, a company owned by Messrs. Atsinger and Epperson, are the lessors.
The Nominating and Corporate Governance Committee (the “Committee”) of the Company reviewed the Transaction, including an appraisal of the Station performed by a licensed broker and reports related to the financial performance of the Station during the LMA period, and determined that the terms of the Transaction were no less favorable to the Company than those that would be available in a comparable transaction in arm’s length dealings with an unrelated third party. The material terms of the APA are as follows:
| Date | Assets Acquired | Purchase Price |
| July 10, 2018 | All assets, except for the Real Property, used in the operation of radio station KTRB(AM) | Five Million One Hundred Twenty-Five Thousand Dollars ($5,125,000) |
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d)Exhibits. The following exhibits are furnished with this report on Form 8-K:
SALEM MEDIA GROUP, INC. /DE/ ExhibitEX-10.1 2 tv498514_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 FINAL ASSET PURCHASE AGREEMENT (KTRB(AM),…To view the full exhibit click here
About SALEM MEDIA GROUP, INC. (NASDAQ:SALM)
Salem Media Group, Inc., formerly Salem Communications Corporation, is a multi-media company specializing in Christian and Conservative content, with media properties consisting of radio broadcasting, digital media, and book, magazine and newsletter publishing. The Company operates through three segments: Broadcast, Digital Media and Publishing. The Company’s broadcasting segment is engaged in the ownership and operation of radio stations in metropolitan markets. The Company’s radio stations carry national and local programming content, as well as national and local advertisers. The Company’s Digital Media segment focuses on Web-based platform designed for audiences interested in Christian and family-themed content and conservative news. The Company’s publishing segment consists of Regnery Publishing, Xulon Press and Salem Publishing. The Company owns and operates approximately 116 radio stations in over 40 markets.
