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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)

10/26/2020 | 04:28pm EST

ITEM 7.01 REGULATION FD DISCLOSURE

On October 26, 2020, Boston Omaha Corporation ("Boston Omaha" or the "Company") issued a press release regarding the completion of an initial public offering ("IPO") of units of a special purpose acquisition company ("SPAC") named Yellowstone Acquisition Company ("Yellowstone"). BOC Yellowstone LLC, a subsidiary of Boston Omaha, served as the sponsor (the "Sponsor") for Yellowstone's IPO.

Yellowstone sold 12,500,000 units in the IPO at a price of $10.00 per unit, resulting in gross proceeds of $125,000,000. The units began trading on the NASDAQ Stock Market, LLC ("NASDAQ") under the ticker symbol "YSACU" on October 22, 2020. Each unit issued in the offering consists of one share of Yellowstone's Class A common stock and one-half of one warrant, each whole warrant entitling the holder thereof to purchase one share of Class A common stock at an exercise price of $11.50 per share. After the securities comprising the units begin separate trading, the shares of Class A common stock and warrants are expected to be listed on NASDAQ under the symbols "YSAC" and "YSACW," respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Yellowstone also granted Wells Fargo Securities, the sole manager of the IPO, with a 45-day option to purchase up to an additional 15% of the units in the proposed public offering.

The Sponsor has purchased an aggregate of 7,500,000 warrants (which can increase to 7,875,000 warrants if the underwriters' over-allotment option is exercised in full) at a price of $1.00 per whole warrant ($7,500,000 in the aggregate, or $7,875,000 if the underwriters' over-allotment option is exercised in full) in a private placement that closed simultaneously with the closing of the IPO (the "private placement warrants"). Each whole private placement warrant is exercisable to purchase one whole share of Yellowstone's Class A common stock at $11.50 per share. In addition, the sponsor acquired 3,593,750 shares of Yellowstone's Class B common stock (up to 468,750 shares of which are subject to forfeiture depending on the extent to which the underwriters' over-allotment option is exercised) for a purchase price of $25,000. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time, if any, when Yellowstone completes an initial business combination, on a one-for-one basis, subject to certain adjustments. In the event a business combination is not consummated within 15 months of the IPO, then $127,500,000 of the proceeds raised in the IPO and the sale of the private placement warrants will be paid to redeem the shares of Class A common stock sold to the public.

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


  ? Yellowstone has not selected any potential business combination target.


The purpose of the IPO 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. For further information regarding the terms of the IPO and the rights and obligations of the Sponsor, please refer to the Yellowstone Prospectus on file with the Securities and Exchange Commission ("SEC") at www.sec.gov.

Boston Omaha elected 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 public
    investors in the SPAC offering, Yellowstone has the ability 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.


The Yellowstone IPO offering is being made only by means of a prospectus. Copies of the prospectus may be obtained, when available, from Wells Fargo Securities, Attention: Equity Syndicate Department, 500 West 33rd Street, New York, New York, 10001, at (800) 326-5897 or email a request to cmclientsupport@wellsfargo.com. A registration statement relating to these securities has been filed with the SEC and became effective on October 21, 2020. The information contained in this filing and in the accompanying press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these 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.



99.1           Press release dated October 26, 2020, titled "Boston Omaha

Announces Closing of Yellowstone Acquisition Company $125 Million Initial Public Offering" 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 741 M 741 M -
Capi. / Sales 2020 16,0x
Capi. / Sales 2021 13,9x
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 27,21 $
Spread / Highest target 10,3%
Spread / Average Target 6,58%
Spread / Lowest Target 2,90%
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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