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MarketScreener Homepage  >  Equities  >  Nasdaq  >  Boston Omaha Corporation    BOMN

BOSTON OMAHA CORPORATION

(BOMN)
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BOSTON OMAHA CORP : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

09/25/2020 | 11:24am EST

ITEM 7.01 REGULATION FD DISCLOSURE

On September 25, 2020, Boston Omaha Corporation filed a Registration Statement on Form S-1 with the Securities and Exchange Commission for a proposed initial public offering of units of a special purpose acquisition company ("SPAC") named "Yellowstone Acquisition Company" ("Yellowstone").

  ? BOC Yellowstone LLC, a wholly-owned subsidiary of Boston Omaha, shall serve as
    the sponsor of Yellowstone and shall own the shares of common stock and
    warrants purchased by BOC Yellowstone LLC as sponsor in the potential public
    offering.


  ? No officer or director of Boston Omaha shall receive any equity issued to the
    sponsor.


  ? Yellowstone has not selected any potential business combination target.


Yellowstone is seeking to raise $200,000,000 in the proposed public offering through the sale of units consisting of common stock and warrants to purchase common stock. Yellowstone also expects to grant the underwriter an option to purchase up to an additional 15% of the units in the proposed public offering. Under the terms of the proposed public offering, Boston Omaha, though its subsidiary acting as sponsor of the SPAC, would own approximately 20% of the issued and outstanding common stock and units sold in the offering.

The purpose of the offering is to pursue a business combination in an industry other than the three industries in which Boston Omaha currently owns and operates businesses: outdoor advertising, surety insurance and broadband services businesses.

Boston Omaha is seeking to proceed with a SPAC public offering for the following reasons:

? Boston Omaha intends to use its existing capital for the three traditional

business lines Boston Omaha currently operates in outdoor advertising, surety

insurance and fiber-to-the-home broadband services as well as other future

potential acquisitions and investments. By teaming with other investors in

the potential SPAC offering, the sponsor would be able to pursue business

combinations with larger companies than Boston Omaha could pursue currently on

a stand-alone basis.

? There are many owner-operated businesses interested in minority owners for

growth capital. Boston Omaha has invested in a number of these types of

businesses. However, Boston Omaha's ability to acquire a significant equity

stake in a larger business through a business combination is limited by the

Investment Company Act of 1940, which requires a company which holds more than

40% of its assets in minority investments in other businesses to register

under the Investment Company Act. This requirement prevents Boston Omaha on a

stand-alone basis from consummating larger deals in which it would own a

minority interest in a business, thus currently preventing or otherwise

significantly limiting its ability to engage in larger business combinations.

? Acquiring a large percentage of equity in certain businesses, such as

regulated financial institutions, would require Boston Omaha to comply with

very burdensome and expensive regulations which would both limit its overall

business operations due to capital and other financial testing covenants and

adversely impact its ability to acquire other businesses which would not

otherwise be subject to these regulations.

A registration statement on Form S-1 relating to the securities being sold in the SPAC and accompanying preliminary prospectus relating to the offering are available on the SEC website at www.sec.gov. This filing shall not constitute an offer to sell or a solicitation of an offer to buy any securities of Yellowstone nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The information in this Item 7.01 of this Current Report on Form 8-K shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, or incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS




(d) Exhibits. None




104          Cover Page Interactive Data File (embedded within the Inline XBRL
document)

© Edgar Online, source Glimpses

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Financials (USD)
Sales 2020 46,3 M - -
Net income 2020 -2,76 M - -
Net Debt 2020 - - -
P/E ratio 2020 -
Yield 2020 -
Capitalization 718 M 718 M -
Capi. / Sales 2020 15,5x
Capi. / Sales 2021 13,4x
Nbr of Employees 135
Free-Float 91,4%
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Mean consensus BUY
Number of Analysts 2
Average target price 29,00 $
Last Close Price 26,36 $
Spread / Highest target 13,8%
Spread / Average Target 10,0%
Spread / Lowest Target 6,22%
Managers and Directors
NameTitle
Alexander B. Rozek Co-Chairman, Co-President & Co-CEO
Adam Kenneth Peterson Co-Chairman, Co-President & Co-CEO
Joshua P. Weisenburger Chief Financial Officer, Secretary & Treasurer
Bradford Blaise Briner Independent Director
Brendan J. Keating Independent Director
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