Form 4: Boston Omaha Corp Co-CEO Alexander Rozek and Boulderado Group Sell Shares Back to Company for $19.1 Million

Alexander Rozek, Co-CEO of Boston Omaha Corp, and related entities Boulderado Partners, Boulderado Group, and Boulderado Capital, sold shares and warrants back to the company for a total of $19.1 million on May 9, 2024.

Summary

• On May 9, 2024, Alexander B. Rozek and Boulderado Partners, LLC (BP) sold shares of Boston Omaha Corp back to the company.
• Rozek sold 120,000 shares of Class B common stock for $0.
• BP sold 210,000 shares of Class A common stock, 527,780 shares of Class B common stock, and 51,994 warrants to purchase Class B common stock, all to the Issuer.
• The price for the Class A and Class B common stock and warrants was $15.63 per share.
• The aggregate purchase price payable to Mr. Rozek is $9,175,600 and the aggregate purchase price payable to BP is $9,951,113.62.
• Part of the consideration payable to Mr. Rozek for his shares of Class B Common Stock includes a blocking/control premium of $7,300,000 which was determined using a valuation provided by The Brattle Group.
• Following these transactions, neither Rozek, BP, Boulderado Capital, LLC (BC), nor Boulderado Group, LLC (BG) has any beneficial ownership of any securities of the Issuer.

Sentiment

Score: 5

Explanation: The sentiment is neutral as it primarily reports a transaction. The details of the transaction itself (e.g., the premium paid) could be interpreted differently by different investors.

Future Outlook

Not applicable.

Industry Context

This transaction reflects a significant change in ownership structure, with a key executive and related entities divesting their holdings in the company. Such transactions can influence investor sentiment and potentially lead to strategic shifts within the company.

Comparison to Industry Standards

• Share buybacks and insider sales are common corporate actions, but the size and circumstances of this transaction are notable.
• The $7.3 million blocking/control premium paid to Mr. Rozek suggests a significant perceived value associated with his influence or control over the company.
• Comparable transactions would involve analyzing similar buybacks or insider sales in companies with dual-class share structures and significant insider ownership, such as Berkshire Hathaway (although the scale is vastly different) or other family-controlled businesses.

Related Party Transactions

• The sale of shares by Alexander Rozek and Boulderado Partners to Boston Omaha Corp constitutes a related party transaction.

Stakeholder Impact

• Shareholders may react to the change in ownership structure and the implications for company strategy.
• Employees may be affected by any subsequent changes in company direction or management.
• The company's financial position is affected by the cash outflow for the share repurchase.

Key Dates