Saga Communications, Inc. has announced the declaration of a quarterly and special cash dividend, a new variable dividend policy, changes to leadership on the Board of Directors, and an update on the Company’s strategic initiatives.
The Company announced that its Board of Directors has declared a quarterly cash dividend of $0.25 per share and a special cash dividend of $2.00 per share on its Class A common stock. The dividend will be paid on January 13, 2023, to shareholders of record on December 21, 2022. The aggregate amount of the payment to be made in connection with the combined quarterly and special dividends will be approximately $13.6 million. The quarterly and special cash dividends will be funded by cash on the Company’s balance sheet. Including this dividend, the Company will have paid over $106.6 million in dividends to shareholders since the first special dividend was paid in 2012.
In addition, the Board of Directors adopted a new variable dividend policy for the allocation of cash flows aligned with the Company’s goals of maintaining a strong balance sheet, increasing cash returns to shareholders, and continuing to grow the Company through strategic acquisitions. declaration.
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| Chris Forgy |
The Company also announced that Warren S. Lada has been elected as the Chairman of the Company’s Board of Directors. Lada has been a member of the Board of Directors since May 2018, after serving as Chief Operating Officer of the Company from March 2016 to June 2018 and, more recently, as Interim President and Chief Executive Officer of the Company from August 21, 2022 to December 6, 2022, Lada will replace Gary G. Stevens, who has been serving as Interim Chairman of the Board since August 24, 2022. Mr. Stevens will continue to serve as a member of the Board of Directors.
In addition, the Company announced that Chris Forgy, the Company’s President and Chief Executive Officer, has been appointed as a director of the Company to fill the Board vacancy created by the passing of Edward K. Christian.
“On behalf of Saga, I would like to thank Warren and Gary for their hard work and faithful service in their respective interim roles,” said Forgy. “Ed’s passing left a hole in our leadership ranks, and Warren and Gary admirably stepped up at a pivotal time when we needed them most. The entire Board and executive management team are truly grateful for all they have done to lead us over the past months.”
Update on Saga’s Strategic Initiatives
Saga remains committed to acquiring, developing, and operating its broad portfolio of broadcast properties. Consistent with this mission, over the past several months the Board and management team of the Company, assisted by legal and financial advisors, have been exploring new initiatives to create and enhance shareholder value. In the midst of these recent discussions, the Board received and ultimately rejected a confidential, unsolicited, and non-binding conditional indication of interest to acquire the Company under two potential transaction structures.
The first structure was a cash buyout offer in the range of $30 to $33 per share for all outstanding shares of Saga common stock on a fully diluted basis. The second structure was a merger with the offeror a Jeff Warshaw-Led Group providing the indication of interest in which Saga shareholders would receive $12.47 per share in cash at closing and would own 83.1% of the new combined entity, which would then assume the offeror’s existing debt. In the Board’s judgment, the offeror did not provide sufficient evidence of ability to obtain the required financing under either structure. In either case, based on the structure and highly conditional nature of the offer, the result would have been a takeover of the Company by a smaller broadcaster, to be soon followed by a significant leveraging of the Company’s (or its successor’s) cash and other assets to finance the transaction through borrowing and issuing preferred equity.
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