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

Reservoir Media, Inc. has received a non-binding proposal from Wesbild, Inc. and Richmond Hill Investment Co., LP to acquire all outstanding shares not already owned by them for $10.50 per share in cash.

Summary

• Wesbild, Inc. and Richmond Hill Investment Co., LP (the "Investors") have submitted a preliminary non-binding proposal to acquire all outstanding shares of Reservoir Media, Inc. not already owned by them or their affiliates.
• The proposed cash purchase price is $10.50 per share.
• 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 implied enterprise value to EBITDA multiple at the proposed price is approximately 15.6x, based on the midpoint of the company's publicly disclosed guidance for the fiscal year ending 2026.
• Richmond Hill intends to secure the necessary financing, and the transaction would not be subject to a financing condition.
• The Investors expect the Board to form a special committee of independent directors to review the proposal, and they will not proceed without its approval.
• If completed, the transaction would result in Reservoir Media, Inc. becoming a privately held company, delisted from The Nasdaq Stock Market LLC, and its SEC registration terminated.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a highly positive development for current shareholders due to the substantial cash premium offered and the stated confidence in securing financing without contingency, providing a clear path to liquidity at an attractive valuation.

Positives

• The proposal 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 offer provides an attractive liquidity option and certainty of full and fair value for public shareholders.
• The proposed transaction would not be subject to any financing contingency or condition, indicating a high degree of confidence in securing funds.
• The implied enterprise value to EBITDA multiple of approximately 15.6x is a material premium to comparable companies' trading multiples.

Negatives

• The proposal is preliminary and non-binding, with no assurance that discussions will lead to a definitive agreement or consummation of a transaction.
• The Investors are only interested in acquiring shares they do not already own and are not interested in selling their existing stake to a third party, potentially limiting other bids.
• The company would be delisted from Nasdaq and its SEC registration terminated if the transaction is completed, removing public trading access.
• The Reporting Persons explicitly disclaim that they have agreed to act as a group, which could introduce complexities or changes in their collective stance.

Risks

• There is no assurance that any discussions between the Investors and the Issuer will result in a definitive agreement concerning a transaction.
• Discussions regarding the transaction may be terminated at any time and without prior notice.
• The consummation of the Proposed Transaction is subject to various contingencies beyond the control of the Investors, including Board and Special Committee approval and regulatory approvals.
• The Reporting Persons may, at any time, formulate other purposes, plans, or proposals regarding the Issuer, including additional purchases, sales, or derivative transactions.
• The Reporting Persons do not affirm the existence of a group, despite jointly filing, which could imply a lack of formal alignment among all parties.

Future Outlook

The Investors propose a going-private transaction for Reservoir Media, Inc., which, if successful, would result in the company's common stock being delisted from The Nasdaq Stock Market LLC and its registration terminated under the Exchange Act. The process is expected to involve the formation of a special committee and subsequent negotiations, with no guarantee of a definitive agreement.

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.
• 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.
• We are interested only in acquiring the outstanding common stock of the Company that the Investors or certain of their affiliates do not already own. 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 that the music rights and content acquisition sector has seen significant investor interest, with private capital increasingly seeking to consolidate assets. A go-private transaction for Reservoir Media, Inc. would align with this trend, allowing the acquiring parties to potentially optimize operations and asset monetization away from public market scrutiny. The proposed premium reflects the perceived value of Reservoir's catalog and future revenue streams in a competitive landscape where intellectual property assets are highly sought after.

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." While specific comparable companies are not named in the filing, this multiple suggests a strong valuation relative to public peers in the music publishing and recorded music industry, which often trade at lower multiples depending on growth prospects and catalog maturity.
• The 39-41% premium offered is substantial, often exceeding typical premiums seen in public-to-private transactions across various industries, indicating the strategic value the acquirers place on Reservoir Media's assets.

Corporate Governance

Related Party Transactions

• The proposal is from Wesbild, Inc. and Richmond Hill Investment Co., LP, who are already significant shareholders of Reservoir Media, Inc. Wesbild beneficially owns approximately 44% of the outstanding shares.
• Ryan P. Taylor, a Reporting Person, is a non-employee director of the Issuer and has been awarded Deferred Stock Units (DSUs) and Restricted Stock Units (RSUs) as compensation. He has directed the Issuer to transfer Common Stock issued upon settlement of these units into the account of ER Reservoir LLC, another Reporting Person.
• The "Investors" (Richmond Hill and Wesbild) are interested only in acquiring shares not already owned by them or their affiliates, and are not interested in selling their existing shares to a third party.
• A preliminary summary of terms between Richmond Hill and Wesbild outlines the formation of a new entity (Newco) for the merger, financing structure, expense sharing, governance control, sale rights, and protective provisions for Richmond Hill.

Stakeholder Impact

• Shareholders: Public shareholders would receive a significant cash premium for their shares, providing liquidity and certainty of value. Existing major shareholders (Wesbild and Richmond Hill) would transition their equity into the new private entity.
• Employees: No direct impact on employees is mentioned, but a change to a privately held company could lead to future operational or structural changes.
• Customers/Suppliers: No direct impact on customers or suppliers is mentioned in the filing.
• Creditors: The filing mentions that Newco may withhold distributions if required by its credit agreement, indicating potential impact on creditors' terms or covenants.

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.
• Discussions and negotiations will occur between the Investors and the Special Committee regarding the Proposal.
• If approved, a definitive agreement concerning the transaction would be entered into.
• The transaction would be subject to the satisfaction of conditions, including necessary regulatory approvals.
• The Reporting Persons may continue to review and assess their investment, potentially making additional purchases or dispositions of Common Stock.
• The Investors intend to engage in due diligence activities and communications with various stakeholders and regulatory authorities.

Key Dates

Recommendation

The filing presents a compelling 'strong buy' opportunity for investors seeking to capitalize on the proposed $10.50 per share cash acquisition of Reservoir Media, Inc. The offer represents a substantial premium of approximately 39% over the recent closing price and 41% over the 90-day VWAP. The fact that the transaction is not subject to a financing condition significantly de-risks the proposal, making it highly probable for completion, assuming Special Committee and regulatory approvals. While non-binding, the clear intent from major shareholders to take the company private at a premium valuation suggests a strong likelihood of the deal closing, offering a near-term arbitrage opportunity.

Keywords

Reservoir Media, Going Private, Take-Private, Schedule 13D, Merger Proposal, Private Equity, Music Rights, Content Acquisition, Shareholder Value, Premium Offer