Saga Communications has announced the election of Warren Lada to Chairman of its Board of Directors, a dividend for shareholders, and that it has rejected a takeover bid.

Lada, who had been serving as Interim President/CEO since the August death of Ed Christian, will become Chairman of the company’s Board of Directors. Lada will replace Gary Stevens, who has been holding that position since Christian’s death. Lada previously served as COO of the company from March 2016 to June 2018 and has been a board member since then.

Chris Forgy, who was promoted to President/CEO, will also join the board to fill Christian’s spot.

In the announcement, Saga stated that it rejected a confidential, unsolicited, and non-binding conditional indication of interest to acquire the company. Two offers were made. 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 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. Saga’s board rejected the proposed offers stating that the offeror did not provide sufficient evidence of ability to obtain the required financing under either structure. Based on the structure and conditional nature of the offer, it 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.

The company also declared a quarterly cash dividend of 25 cents per share and a special cash dividend of $2 per share on its Class A common stock.

Saga Communications, Inc. (Nasdaq – SGA) (the “Company,” “Saga,” “us,” or “our”) today 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.

Dividend Announcements

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. Under the new policy, in addition to any quarterly and special dividends paid, the Company will declare an additional dividend in the second quarter of each year of 70% of the preceding year’s annual Free Cash Flow, as reported in the Company’s fourth quarter earnings release, net of acquisitions, special and quarterly dividends, debt paydowns and debt issuance costs, and stock buybacks.

“We are very pleased that our strong capital position and operating performance allowed us to declare another regular quarterly cash dividend and a special cash dividend,” said Christopher Forgy, President and Chief Executive Officer of Saga. “We are excited to continue our commitment to provide a meaningful cash return to our shareholders through the declarations of these dividends. In addition, we have made tremendous progress during what has been a period of transition for our Board of Directors and executive management team. Our sustained financial strength has put us in a position to meet operational goals and to support efforts to return value to our shareholders. The cash dividends announced today, along with the new variable dividend policy, express the confidence of our Board of Directors and executive management team in Saga’s future.”

The Company currently intends to declare regular quarterly cash dividends, special dividends, variable dividends, and stock buybacks in the future consistent with its goals as previously stated. The declaration and payment of any future dividend, whether fixed, special, or based upon the variable policy, will remain at the full discretion of the Company’s Board of Directors and will depend upon the Company’s financial results, cash requirements, future expectations, and other factors that the Company’s Board of Directors finds relevant at the time of considering any potential dividend declaration.

Changes to Saga’s Board Leadership

The Company also announced that Warren S. Lada has been elected as the Chairman of the Company’s Board of Directors. Mr. 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. Mr. 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 Mr. 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. Mr. Forgy is not expected to be named to any committees of the Board.

“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 Mr. 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 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.

The Board did not believe this indication of interest was acceptable given the Board’s view of the fundamental value of the Company and its assets, the assumptions and significant financial contingencies underlying the offer, the longstanding mission of the Company to develop and operate broadcast properties, and the Board’s confidence that the Company can ultimately create more value for shareholders in comparison to the highly conditional offer. In conjunction with the Company’s consultants and legal and financial advisors, the Board will continue to formally review and evaluate all opportunities to enhance shareholder value, including through the new variable dividend policy as well as future acquisitions of additional broadcast properties.