false
0001494582
0001494582
2024-02-14
2024-02-14
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 16, 2024 (February 14, 2024)
|
BOSTON OMAHA CORPORATION
|
|
(Exact name of registrant as specified in its Charter)
|
|
|
|
Delaware
|
001-38113
|
27-0788438
|
|
(State or other jurisdiction of Incorporation)
|
(Commission File Number)
|
(IRS Employer Identification Number)
|
|
|
|
|
|
1601 Dodge Street, Suite 3300
Omaha, Nebraska 68102
(Address and telephone number of principal executive offices, including zip code)
|
|
(857) 256-0079
(Registrant's telephone number, including area code)
|
|
Not Applicable
(Former name or address, if changed since last report)
|
Securities registered under Section 12(b) of the Exchange Act:
|
Title of Class
|
Trading Symbol
|
Name of Exchange on Which Registered
|
|
Class A common stock,
$0.001 par value per share
|
BOC
|
The New York Stock Exchange
|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of Registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|
ITEM 1.01
|
ENTRY INTO A DEFINITIVE MATERIAL AGREEMENT
|
On February 14, 2024, Link Media Holdings, Inc. (“Link”), a wholly-owned subsidiary of Boston Omaha Corporation (“BOC”), which owns and operates BOC’s billboard businesses, entered into an Eighth Amendment to Credit Agreement (the “Eighth Amendment”) with First National Bank of Omaha (the “Lender”). On August 12, 2019, Link entered into a Credit Agreement, as amended (the “Credit Agreement”) with the Lender under which Link could borrow up to $30,000,000 in the aggregate under two term loans and $5,000,000 under a revolving line of credit, each guaranteed by Link’s subsidiaries. The Eighth Amendment modifies the Credit Agreement to provide additional flexibility for Link to issue dividends to BOC by modifying the definition of "Consolidated Fixed Charge Coverage Ratio" in calculating the ratio to exclude a $5,000,000 dividend previously paid by Link to BOC in August 2023. All other terms regarding the Credit Agreement are unchanged.
BOC does not provide any guaranty under the Credit Agreement. Each of Link's subsidiaries have guaranteed all obligations of Link under the Credit Agreement.
The foregoing summary of the Eighth Amendment and the transactions contemplated thereby contained in this Item 1.01 does not purport to be a complete description and is qualified in its entirety by reference to the terms and conditions of the Eighth Amendment, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference. Capitalized terms used in this Item 1.01 have the meaning given to such terms in the Eighth Amendment and Credit Agreement, as applicable.
|
ITEM 2.03
|
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The description contained in Item 1.01 is hereby incorporated by reference herein.
On On February 16, 2024, BOC announced that its Annual Meeting of Stockholders will be a virtual meeting which will be held on Wednesday, May 1, 2024 at 10:00 a.m. Central Time. Additional information regarding the Annual Meeting will be posted on the BOC website.
|
ITEM 9.01
|
FINANCIAL STATEMENTS AND EXHIBITS
|
|
(d)
|
Exhibits. The Exhibit Index set forth below is incorporated herein by reference.
|
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
BOSTON OMAHA CORPORATION
(Registrant)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Joshua P. Weisenburger
|
|
|
|
|
Joshua P. Weisenburger,
|
|
|
|
|
Chief Financial Officer |
|
Date: February 16, 2024