After attempting to resolve the issues with Rocking M Media to close their acquisition, Allied Media Partners announced on Monday that they were ceasing operations and laying off all employees.

Allied CEO Matt Baty writes that Rocking M was unable to remove liens on some of the assets included in the sale. That included the lease of studio space from Envision, which previously owned 92.3 KKGQ until merging its operations with Rocking M as it purchased 97.1 KIBB and 100.5 KVWF in 2017. After Envision locked Allied out of their studios and offices last week, Rocking M turned off the transmitters to the stations.

The letter by Baty follows:

It is with a heavy heart that I have informed Allied Media Partners’ (AMP) staff that it is at an impasse with Rocking M Media. As a result, AMP will be closing its operations and terminating its staff effective immediately.

Since April 1, AMP has been operating the stations under a Local Marketing Agreement with the desire and intent to purchase Rocking M Media’s radio stations and assets. In just three months the FCC approved the transfer of the licenses. The only item standing in AMPs’ way was to close on the Purchase and Sale Agreement.

AMP was repeatedly told that Rocking M Media was having problems obtaining lien releases from its creditors. After countless delays, Rocking M Media was unable to provide documentation reflecting its ability to transfer its assets free and clear of liens. Although AMP continued to pursue acquisition, this last Monday it arrived at the studio to find that the landlord had locked the doors. It appears this stemmed from a dispute between Rocking M Media and its landlord. Rocking M Media responded by shutting down the transmissions from all stations effectively making the stations go dark. In AMPs’ opinion, that decision placed the value of the stations at risk and thus changed the dynamics of the transaction.

For the past week AMP has extended an olive branch with the hope that it could put its employees back to work. AMP required, however, that all assets be transferred free and clear of liens in connection with any payment. Rocking M Media refused.

Today was a tough conversation with our staff. AMP appreciates their support and understanding. It is unfortunate that these wonderful people were caught in the middle. Every single one of these individuals will have AMPs’ full support in finding future employment.

Original Report 9/24: The $6,188,645 sale of Rocking M Media’s six stations in and near Wichita KS to Tommy Castor and Matt Baty’s Allied Media Partners appears to be on life support as Rocking M has cancelled the LMA and taken the stations off the air.

The stations impacted are: Red Dirt Country “KS Country 92.3” KKGQ Newton, Rhythmic Hot AC “92.7 The Blast” KWME Wellington, Variety Hits “97.1 Bob-FM” KIBB Haven, AAA “Flight 100.5” KVWF Augusta, AC “100.3 The Wave” 1130 KLEY/100.3 K262CQ Wellington, and Talk 1550 KKLE Winfield.

Allied had begun to operate the stations via LMA on April 1 and the sale had been approved by the FCC on May 30, but has not yet closed. While Rocking M Media’s Monte Miller told RBR that he took the stations off the air on Monday and that the sale is off, Allied is telling listeners of each station that technical issues have caused the silence.

Allied Media Partners CEO Matt Baty released the following statement regarding the status of the deal.

Yesterday, Monte Miller made certain statements to Radio and Television Business Report in connection with the pending transaction between Rocking M Media (also, Rocking M Media Wichita) and Allied Media Partners LLC. Mr. Miller has not been involved in the day to day operations and discussions between Rocking M Media and Allied Media Partners. Allied Media Partners is looking into its legal rights insofar as statements made by Mr. Miller due to factual inaccuracies.

These parties entered into a Purchase and Sale Agreement several months ago. The closing was flexible and depending upon Rocking M Media satisfying all obligations to close including providing clear title to the assets. Rocking M Media repeatedly promised to close on the sale of the radio stations to Allied Media Partners. It is standard procedure in these types of transactions that seller be able to provide lien free title to the assets and to assign leases without defaults. At various times during the pending sale, Allied Media Partners understood that creditors of Rocking M Media were not satisfied with the business terms and thus were unwilling to release liens and claims as against the assets of Rocking M Media. Rocking M Media failed to produce all documents necessary to close on the transaction on any of the dates that it proposed to close the transaction. And, such documentation has still not been provided.

Allied Media Partners requested an extension to close after Rocking M Media once again requested a closing date and promised that all issues with creditors had been resolved and documents would be presented. The documents were never presented. In late August, Rocking M Media proposed a mutual extension of the closing date. Allied Media Partners agreed to such request and committed to a closing date. Rocking M Media failed to produce the promised extension even though it agreed to provide the extension within a few days. It subsequently changed the deal terms and requested Allied Media Partners agree to different terms. At that juncture, Allied Media Partners elected to simply move forward under the existing Purchase and Sale Agreement and Local Marketing Agreement to await the executed documents and releases required to be produced for closing and to close the transaction.

When Allied Media Partners arrived at the studio on Monday, September 23, 2019, there was a note posted on the door by the landlord of the facility stating: “This door is locked if you have questions call the landlord.” Rocking M Media’s landlord had declared a default mid-August. Rocking M Media never disclosed this default to Allied Media Partners. Allied Media Partner is not the tenant. But, in hopes of salvaging the transaction, it has reached out to Rocking M Media’s landlord. Allied Media Partners does not know of the current status of the default and discussions between Rocking M Media and its landlord. Allied Media Partners requested the right to communicate directly with all Rocking M Media creditors but such request was not approved.

Allied Media Partners has been committed to this transaction from inception in spite of the difficulties associated with Rocking M Media’s debt. It has incurred substantial costs while in a holding pattern waiting for Rocking M Media to be in a position to close and produce closing documents. Now, with the default by Rocking M Media, the closing appears to have been taken out of both parties’ control.