SAGA COMMUNICATIONS, INC. (NYSEMKT:SGA) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets.

Effective September 1, 2017, Saga Broadcasting, LLC, a wholly-owned subsidiary of Saga Communications, Inc. and a Delaware limited liability company (“Saga Broadcasting”), Saga Quad States Communications, LLC, a wholly-owned subsidiary of Saga Communications, Inc. and a Delaware limited liability company (“Saga Quad States,” and together with Saga Broadcasting, “Seller”), completed the disposition of Seller’s television segment to QueenB Television of Texas, LLC, a Texas limited liability company (“QueenB Texas”), and QueenB Television of Kansas/Missouri, LLC, a Kansas limited liability company (“QueenB Kansas/Missouri, and together with QueenB Texas, “Seller”), as assignees of Evening Telegram Company d/b/a Morgan Murphy Media, a Wisconsin corporation, upon the satisfaction of certain closing conditions described in the Asset Purchase Agreement dated May 9, 2017 (the “QueenB Agreement”) by and among Seller, Buyer, and, solely in its role as guarantor under the QueenB Agreement, Saga Communications, Inc., a Delaware corporation (“Saga”), as further described in the Form 8-K filed by Saga on May 10, 2017. The purchase price under the QueenB Agreement was $66,621,421.59, subject to certain purchase price adjustments, payable in cash.

Also effective September 1, 2017, Saga Quad States completed the acquisition from Apex Media Corporation, a South Carolina corporation (“AMC”), and Pearce Development, LLC f/k/a Apex Real Property, LLC, a South Carolina limited liability company (“ARP” and together with AMC, “Seller”), of substantially all of Seller’s assets related to the operation of certain radio and translator stations, upon the satisfaction of certain closing conditions described in the Asset Purchase Agreement dated May 9, 2017 (the “Apex Agreement”) by and among Seller, Saga Quad States, and, solely in his role as guarantor under the Apex Agreement, G. Dean Pearce, as further described in the Form 8-K filed by Saga on May 10, 2017. Mr. Pearce is President of AMC and ARP, and currently serves on the Board of Directors of Saga. The purchase price under the Apex Agreement was $23,000,000.00, subject to certain purchase price adjustments, payable in cash. The purchase price was determined through arm’s-length negotiations, and was approved by the Saga Board, and Finance and Audit Committee, in accordance with the requirements of Saga’s Corporate Governance Guidelines for the review of related party transactions.

The foregoing does not constitute a complete summary of the QueenB Agreement or the Apex Agreement. Reference is made to the QueenB Agreement and the Apex Agreement, each of which were attached as exhibits to the Form 8-K filed by Saga on May 9, 2017 and incorporated by reference herein, and to the press release attached as Exhibit 99.2 to this report and incorporated by reference herein.

The unaudited pro forma consolidated balance sheet of Saga as of June 30, 2017, and the unaudited pro forma consolidated statements of income of Saga for the years ended December 31, 2016, 2015 and 2014 are included as Exhibit 99.1 to this report and are incorporated into this Item 9.01 by reference. As our Form 10-Q for the quarterly period ended June 30, 2017 reflected the television segment disposed of to the QueenB Agreement as discontinued operations in the consolidated statement of income, interim period pro forma consolidated statements of income are not included. The pro forma consolidated statement of income as of June 30, 2017 and December 31, 2016 included in the press release attached as Exhibit 99.2 is provided for informational purposes only and assumes the disposition of the television segment and the acquisition of the radio and translator stations to the Apex Agreement as of January 1, 2016.

The following exhibits are filed with this Form 8-K:

SAGA COMMUNICATIONS INC Exhibit
EX-99.1 2 v474722_ex99-1.htm EXHIBIT 99.1   Exhibit 99.1    Saga Communications,…
To view the full exhibit click here

About SAGA COMMUNICATIONS, INC. (NYSEMKT:SGA)

Saga Communications, Inc. is a broadcast company primarily engaged in acquiring, developing and operating broadcast properties. The Company owns and/or operates over four television stations and over five low-power television stations serving approximately two markets, and over 67 frequency modulation (FM) and 32 amplitude modulation (AM) radio stations serving approximately 20 markets, including Bellingham, Washington; Columbus, Ohio; Norfolk, Virginia; Milwaukee, Wisconsin; Manchester, New Hampshire; Des Moines, Iowa, and Joplin, Missouri. The Company operates in two segments: Radio and Television. The Radio segment includes over 23 markets, which includes approximately 100 of its radio stations. The Television segment includes over two markets and consists of approximately four television stations and over five low power television (LPTV) stations. The radio stations that the Company owns and/or operates employ various programming formats, including Classic Hits and Country.

SAGA COMMUNICATIONS, INC. (NYSEMKT:SGA) Recent Trading Information

SAGA COMMUNICATIONS, INC. (NYSEMKT:SGA) closed its last trading session up +0.70 at 42.25 with 1,967 shares trading hands.