Transaction Expected to be Accretive to Beasley’s Free Cash Flow
NAPLES, Florida, July 19, 2018 – Beasley Broadcast Group, Inc. (Nasdaq: BBGI) (“Beasley” or “the Company”), a large- and mid-size market radio broadcaster, announced today that it entered into a definitive agreement to acquire WXTU-FM in Philadelphia, PA from Entercom Communications Corp. (NYSE: ETM) (“Entercom”) for $38.0 million in cash. Excluding one-time transaction costs, the acquisition of WXTU-FM is expected to be immediately accretive to Beasley’s free cash flow without materially altering the Company’s leverage. Beasley intends to fund the acquisition through borrowings under its credit facility and cash generated from operations.
The acquisition of WXTU-FM highlights Beasley’s focus on premium local programming and content and is complementary to the Company’s six other radio stations and digital operations in the Philadelphia market, the ninth largest designated marketing area in the country.
Commenting on the proposed transaction, Caroline Beasley, Chief Executive Officer said, “Our acquisition of WXTU-FM represents a strategically and financially compelling growth opportunity for our shareholders and further enhances our revenue and competitive position with a strong cluster of five FM and two AM stations in a key, top-ten market. Importantly, the addition of WXTU-FM is consistent with Beasley’s disciplined approach to growing our platform by executing accretive transactions that deliver valuable synergies and the potential for SOI margin improvement, all with a limited impact to our leverage.
“As the former owner of WXTU-FM, Beasley originally launched the station’s country music format in 1983 against the advice of a number of industry pundits who believed it wouldn’t succeed in the Philadelphia market. Instead, the station thrived and resulted in our successful exchange of WXTU-FM in 2014, as part of a larger asset exchange agreement with CBS Radio. Today, WXTU-FM remains one of the best and most listened-to country music stations in America. We are proud of this heritage and confident in our ability to continue the growth and success of WXTU-FM as part of the Beasley family of stations.
“Throughout Beasley Broadcast Group’s 56 year history, we have actively managed our station portfolio with the goal of serving the communities where we operate with the best local programming and brands, diversifying our operations, managing risk and improving financial results. This focus continues to be an essential component of our long-term growth and success. We look forward to realizing the strategic benefits of this transaction in the coming quarters as we leverage our legacy ownership and knowledge of the Philadelphia market to deliver great local programming to listeners while creating an even stronger marketing platform for local area businesses.”
Beasley will begin operating the station under a local marketing agreement on July 23, 2018. The transaction, expected to close during the late third quarter or fourth quarter of 2018, is subject to Federal Communications Commission approval and other customary closing conditions.
About Beasley Broadcast Group
Celebrating its 57th anniversary this year, Beasley Broadcast Group, Inc., (www.bbgi.com) was founded in 1961 by George G. Beasley who remains the Company’s Chairman of the Board. Following the acquisition of WXTU, Beasley Broadcast Group will own and operate 64 stations (46 FM and 18 AM) in 15 large- and mid-size markets in the United States. Beasley radio stations reach over 19.0 million unique consumers weekly over-the-air, online and on smartphones and tablets, and millions regularly engage with the Company’s brands and personalities through digital platforms such as Facebook, Twitter, text, apps and email. For more information, please visit www.bbgi.com.
Note Regarding Forward-Looking Statements:
Statements in this release that are “forward-looking statements” are based upon current expectations and assumptions, and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words or expressions such as “believe,” “intends,” “expects,” “expected,” “anticipates” or variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about expected impact of the acquisition. Key risks are described in our reports filed with the SEC including in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Readers should note that forward-looking statements are subject to change and to inherent risks and uncertainties and may be impacted by several factors, including, but not limited to: our ability to complete the acquisition and achieve the expected benefits of the acquisition; external economic forces that could have a material adverse impact on our advertising revenues and results of operations; the ability of our radio stations to compete effectively in their respective markets for advertising revenues; our ability to respond to changes in technology, standards and services that affect the radio industry; audience acceptance of our content, particularly our radio programs; our substantial debt levels and the potential effect of restrictive debt covenants on our operational flexibility and ability to pay dividends; our dependence on federally issued licenses subject to extensive federal regulation; the risk that our FCC broadcasting licenses and/or goodwill could become impaired; the failure or destruction of the internet, satellite systems and transmitter facilities that we depend upon to distribute programming; disruptions or security breaches of our information technology infrastructure; actions by the FCC or new legislation affecting the radio industry; the loss of key personnel; the fact that we are controlled by the Beasley family, which creates difficulties for any attempt to gain control of us; the effect of future sales of Class A common stock by the Beasley family or the former stockholders of Greater Media; and other economic, business, competitive, and regulatory factors affecting our businesses.
Our actual performance and results could differ materially because of these factors and other factors discussed in the “Management’s Discussion and Analysis of Results of Operations and Financial Condition” in our SEC filings, including but not limited to our Annual Report on Form 10-K or Quarterly Reports on Form 10-Q, copies of which can be obtained from the SEC, www.sec.gov, or our website, www.bbgi.com. All information in this release is as of the date of this press release, and we undertake no obligation to update the information contained herein to actual results or changes to our expectations.
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