SCHEDULE: Reservoir Media Receives $10.50/Share Go-Private Bid

Wesbild and Richmond Hill propose to acquire all outstanding shares of Reservoir Media not already owned by them for $10.50 per share in cash, aiming to take the company private.

Summary

• Wesbild, Inc. and Richmond Hill Investment Co., LP (the "Investors") have jointly submitted a preliminary non-binding proposal to acquire all outstanding shares of Reservoir Media, Inc. not already owned by them.
• The proposed purchase price is $10.50 per share in cash.
• This offer represents an approximately 39% premium over the closing price on February 25, 2026, and approximately 41% over the 90-day volume-weighted average trading price through February 25, 2026.
• The transaction aims to take Reservoir Media private, which would result in its common stock being delisted from The Nasdaq Stock Market LLC and termination of its SEC registration.
• The proposal is not subject to a financing condition or contingency, as Richmond Hill intends to obtain the requisite financing.
• The Investors expect the Board of Directors to form a Special Committee of independent directors to review the proposal, and they will not proceed without the Special Committee's approval.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this proposal positively for public shareholders due to the significant cash premium offered and the stated certainty of financing, which de-risks the investment for those not part of the acquiring group.

Positives

• The cash purchase price of $10.50 per share offers a significant premium of approximately 39% over the closing price on February 25, 2026, and 41% over the 90-day volume-weighted average trading price.
• The proposal is not subject to a financing condition or contingency, providing greater certainty of funding for the transaction.
• The implied enterprise value to EBITDA multiple of approximately 15.6x (based on the midpoint of fiscal year 2026 guidance) is a material premium to the trading multiple of comparable companies, offering an attractive valuation.
• The transaction provides an attractive liquidity option and certainty of full and fair value for public stockholders.

Negatives

• The proposal is preliminary and non-binding, meaning there is no assurance that a definitive agreement will be reached or that the transaction will be consummated.
• If the transaction is completed, Reservoir Media's common stock would be delisted from Nasdaq, and its SEC registration would be terminated, removing public trading access.
• The Investors reserve the right to withdraw or modify the proposal at any time until definitive agreements are entered into.

Risks

• There is no assurance that discussions between the Investors and Reservoir Media will result in a definitive agreement or consummation of the proposed transaction.
• The transaction is subject to various contingencies beyond the Investors' control, including approval by the Board and a Special Committee, and satisfaction of regulatory approvals.
• The Investors may terminate discussions at any time without prior notice.
• The Reporting Persons may, at any time, formulate other plans or proposals regarding the Issuer, or dispose of all or part of their investments.

Future Outlook

The Investors intend to take Reservoir Media private through a merger, which would lead to the delisting of its common stock from Nasdaq and termination of its SEC registration. The process is expected to involve the formation of a Special Committee of independent directors to review the non-binding proposal, with no assurance of a definitive agreement or consummation.

Management Comments

• "Our proposal offers the Company's stockholders that are not the Investors or certain of their affiliates an opportunity to derisk their investment at a compelling valuation, providing an attractive liquidity option and certainty of full and fair value."
• "At the proposed purchase price, the implied enterprise value to EBITDA multiple (based upon the midpoint of the Company's publicly disclosed guidance for the fiscal year ending 2026) is approximately 15.6x, a material premium to the trading multiple of comparable companies."
• "We are highly confident that certain other significant stockholders of the Company will be supportive of the transaction."
• "Richmond Hill intends to obtain the requisite financing with respect to the transaction and, based on feedback received from premier institutional investors, we expect that such financing can be obtained promptly. The proposed transaction would not be subject to any financing contingency or condition."
• "The Investors will not move forward with the Proposal unless it is approved by such a Special Committee."
• "At this time, neither Richmond Hill nor Wesbild is interested in selling shares in the Company to a third party."

Industry Context

StockSavvy.ai notes this proposal reflects ongoing consolidation and valuation trends within the music rights and broader media content industry. Companies with valuable intellectual property portfolios, like Reservoir Media, continue to attract strategic buyers seeking long-term asset appreciation and stable revenue streams, often at significant premiums to public market valuations.

Comparison to Industry Standards

• The implied enterprise value to EBITDA multiple of approximately 15.6x is stated to be a material premium to the trading multiple of comparable companies, indicating a strong valuation for Reservoir Media's assets and future prospects within the music rights sector.

Corporate Governance

Related Party Transactions

• Wesbild, Inc. and Hassan Khosrowshahi are existing significant beneficial owners of Reservoir Media's common stock, holding approximately 43.6% and 44.6% respectively.
• Wesbild has pledged 28,226,573 shares of common stock as collateral for a C$60,000,000 line of credit for Wesbild Holdings Ltd., an affiliate of Wesbild. No amounts are currently outstanding under this line of credit.
• The proposal involves Wesbild and Richmond Hill acquiring shares not already owned by them, effectively taking the company private with existing major shareholders.

Stakeholder Impact

• Shareholders not affiliated with the Investors stand to receive a significant cash premium for their shares, offering an attractive exit and liquidity.
• If the company goes private, public shareholders will lose the ability to trade Reservoir Media stock on a public exchange.
• Employees, customers, and suppliers may experience changes in corporate strategy and operations under private ownership, though specific impacts are not detailed in the filing.

Next Steps

• The Board of Directors is expected to form a Special Committee of independent and disinterested directors.
• The Special Committee is expected to select and engage independent legal and financial advisors.
• The Special Committee will review and evaluate the Proposal, or any other proposals.
• Negotiations may occur between the Investors and the Special Committee regarding the terms of a definitive agreement.
• If a definitive agreement is reached, the transaction will be subject to regulatory approvals and other customary closing conditions.

Key Dates

Recommendation

The proposed cash offer of $10.50 per share represents a substantial premium (39-41%) over recent trading prices and is explicitly stated not to be subject to a financing contingency. This offers a compelling and relatively certain exit for current public shareholders at an attractive valuation, making it a strong buy for investors seeking to capitalize on the acquisition premium.

Keywords

Reservoir Media, Going Private, Acquisition Proposal, Wesbild, Richmond Hill, Music Rights, Media Company, Schedule 13D, Tender Offer