SAGA COMMUNICATIONS, INC. (NYSEMKT:SGA) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

On May 9, 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), and solely in its role
as Guarantor under the Morgan Murphy Agreement (as defined
below), Saga Communications, Inc., a Delaware corporation (Saga),
entered into an Asset Purchase Agreement (the Morgan Murphy
Agreement) with Evening Telegram Company d/b/a Morgan Murphy
Media, a Wisconsin corporation (Buyer) to sell Sellers television
segment for an aggregate purchase price of $66,621,421.59,
subject to certain purchase price adjustments. The assets to be
sold under the Morgan Murphy Agreement include all of the assets
of Seller related to the operation of the following television
broadcast stations: KAVU-TV in Victoria, Texas, KMOL-LD, KQZY-LP,
KUNU-LP, KVTX-LP, KXTS-LD in Victoria, Texas, KVCT-TV in
Victoria, Texas (KVCT), KOAM-TV in Pittsburg, Kansas, and KFJX-TV
in Pittsburg, Kansas (KFJX). The Morgan Murphy Agreement provides
for $3,500,000.00 of the purchase price to be held in escrow to
the terms of a Deposit Escrow Agreement entered into on May 9,
2017 by and among Seller, Buyer and First Business Trust
Investments, as the escrow agent. Saga expects the proposed
transaction to close in the third quarter of fiscal year 2017,
upon fulfillment of certain conditions precedent to closing,
including, without limitation, receipt of United States Federal
Communications Commission (FCC) consent to the assignment of the
FCC licenses to be sold to Buyer, as contemplated by the Morgan
Murphy Agreement.

The Morgan Murphy Agreement contains representations and
warranties of Seller and Buyer that are customary for this type
of transaction, which survive for eighteen months after the
closing date of the transaction, except for certain fundamental
representations and warranties, which survive the closing date
indefinitely. Certain of the representation and warranties in the
Morgan Murphy Agreement are qualified by disclosure schedules
that may contain nonpublic information. These disclosure
schedules and the exhibits to the Morgan Murphy Agreement (which
include forms of a bill of sale and assignment agreements) are
not material under federal securities law. The Morgan Murphy
Agreement also contains customary covenants and agreements by and
among the parties, as well as customary mutual indemnification
obligations.

Surtsey Media, LLC, a Michigan limited liability company
(Surtsey), holds the FCC licenses and certain other assets
related to the operation of KVCT and KFJX (the Surtsey Assets).
As previously disclosed by Saga in prior securities filings,
Seller owns certain options to purchase substantially all of the
assets of KVCT and KFJX from Surtsey (the Options), which Options
are freely assignable by Seller without Surtseys consent.
Simultaneously with the execution of the Morgan Murphy Agreement,
Seller and SagamoreHill Midwest, LLC, a Delaware limited
liability company (Assignee), entered into an agreement for the
Assignment of Options, to which Seller assigned the Options to
Assignee.

On May 9, 2017, Saga Quad States entered into an Asset Purchase
Agreement (the Apex Agreement) with Apex Media Corporation, a
South Carolina corporation (AMC), Pearce Development, LLC f/k/a
Apex Real Property, LLC, a South Carolina limited liability
company (ARP and together with AMC, Sellers), and, solely in his
role as guarantor under the Apex Agreement, G. Dean Pearce, to
purchase for a price of $23,000,000.00 (subject to certain
purchase price adjustments) plus the right to air certain radio
commercials, substantially all of the assets related to the
operation of the following radio or translator stations:
WCKN(FM), Moncks Corner, South Carolina; WMXZ(FM), Isle of Palms,
South Carolina; WXST(FM), Hollywood, South Carolina; WAVF(FM),
Hanahan, South Carolina; WSPO(AM), Charleston, South Carolina;
W261DG, Charleston, South Carolina; W257BQ, Charleston, South
Carolina; WVSC(FM), Port Royal, South Carolina; WLHH(FM),
Ridgeland, South Carolina; WALI(FM), Walterboro, South Carolina;
W256CB, Beaufort, South Carolina; and W293BZ, Hilton Head, South
Carolina. Mr. Pearce is President of AMC and ARP, and currently
serves on the Board of Directors of Saga. Upon execution of the
Apex Agreement and to an Escrow Agreement among Saga Quad States,
Sellers, and Smithwick Belendiuk, P.C. and Putbrese, Hunsaker
Trent, PC, Saga Quad States paid a deposit in the amount of
$1,150,000.00 to be applied toward the purchase price at the
closing of the transaction (or otherwise disbursed under the
terms of the Apex Agreement). Saga expects this transaction to
close in the third quarter of fiscal year 2017, simultaneously
with the closing under the Morgan Murphy Agreement, upon
fulfillment of certain conditions precedent to closing,
including, without limitation, receipt of FCC consent to the
assignment of the FCC licenses to be sold to Saga Quad States, as
contemplated by the Apex Agreement.

The Apex Agreement contains representations and warranties of
Saga Quad States and Sellers that are customary for this type of
transaction. Sellers representations and warranties survive for
eighteen months after the closing date of the transaction, except
for certain representations and warranties related to financial
statements and tax matters, which survive for six months
following the expiration of the relevant statute of limitations,
and certain fundamental representations and warranties, which
survive indefinitely. Saga Quad States representations and
warranties survive indefinitely. Certain of the representation
and warranties in the Apex Agreement are qualified by disclosure
schedules that may contain nonpublic information. These
disclosure schedules and the exhibits to the Apex Agreement are
not material under federal securities law. The Apex Agreement
also contains customary covenants and agreements by and among the
parties, as well as customary mutual indemnification obligations.

The preceding description does not constitute a complete summary
of the terms and conditions of the Morgan Murphy Agreement or the
Apex Agreement. Reference is made to the Morgan Murphy Agreement,
the Apex Agreement, and the press release, attached hereto as
Exhibits 10.1, 10.2, and 99.1, respectively, and incorporated
herein by reference.

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

to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

INDEX OF EXHIBITS

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 down -0.15 at 50.15 with 4,555 shares trading hands.