Landmark Communications, CoolSavings Inc.’s largest shareholder, is taking CoolSavings private. It will pay 80 cents a share--$16.7 million--for all outstanding shares that it does not own.
Landmark is CoolSavings’ largest stockholder with beneficial ownership of approximately 83% of CoolSavings' common stock, if Landmark converted all of its Series B convertible preferred stock into common.
Under its agreement with the selling stockholders, Landmark will acquire 8.7 million shares of common stock and 12.1 million shares of Series C convertible preferred stock. After the sale, Landmark will hold 66.5% of common stock, 100% of Series B convertible preferred stock and 95% of Series C convertible preferred stock. Landmark says it intends to exercise its right to convert all of its outstanding shares of Series B convertible preferred stock to common stock, increasing Landmark's ownership of CoolSavings’ common stock to 91.7%. At that point, Landmark will own more than 90% of each class of outstanding stock of CoolSavings.
Landmark expects to complete the transaction in the fourth quarter.
Landmark is a privately-held media company which owns The Weather Channel, weather.com and The Virginian-Pilot.
Back...
