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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):  September 4, 2020 (August 31, 2020)
 
BOSTON OMAHA CORPORATION (formerly known as REO PLUS, INC.)
(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)
 
 
(Address and telephone number of principal executive offices, including zip code)
 
1411 Harney St., Suite 200
Omaha, Nebraska 68102
 
(857) 256-0079
___________________________________
(Former name or address, if changed since last report)
Not Applicable
 
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
BOMN
The Nasdaq Stock Market LLC
(NASDAQ Capital Market)
 
 
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. ☐
 
1
 
 
Item 2.03  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
 
On August 31, 2020, Link Media Holdings, Inc. (“Link”), a wholly-owned subsidiary of Boston Omaha Corporation (“BOC”), which owns and operates BOC’s billboard businesses, borrowed $5,500,000 in a term loan under its existing credit facility with First National Bank of Omaha (the “Lender”).     
 
On August 12, 2019, Link entered into a Credit Agreement (the “Credit Agreement”) with the Lender. Under the Credit Agreement, Link borrowed $18,060,000 under Term Loan 1. The Credit Agreement was filed with the Securities and Exchange Commission (the “Commission”) on a Form 8-K filed with the Commission on August 13, 2019. On October 25, 2019, Link entered into a First Amendment to Credit Agreement (the “First Amendment”) with the Lender, and filed the First Amendment with the Commission on a Form 8-K filed with the Commission on October 29, 2019. On June 25, 2020, Link entered into a Second Amendment to Credit Agreement (the “Second Amendment”) with the Lender, and filed the Second Amendment with the Commission on a Form 8-K filed with the Commission on June 25, 2020.
 
Link borrowed the funds through a Term Loan 2 Note dated August 31, 2020 (the “Term Loan 2 Note”), and the $5,500,000 amount represents the Term Loan 2 Commitment as set forth in the Second Amendment.
 
The foregoing summary of transactions contained in this Item 2.03 does not purport to be a complete description and is qualified in its entirety by reference to the terms and conditions of the Credit Agreement, the First Amendment, the Second Amendment and the Term Loan 2 Note, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference.  Capitalized terms used in this Item 2.03 have the meaning given to such terms in the Second Amendment and Credit Agreement, as applicable.
 
 
Item 9.01.                      FINANCIAL STATEMENTS AND EXHIBITS.
 
(d)                      Exhibits. The Exhibit Index set forth below is incorporated herein by reference.
 
EXHIBIT INDEX
 
Exhibit  
Number Exhibit Title
   
10.1 Term Loan 2 Note dated August 31, 2020.
   
104 Cover Page Interactive Data File (embedded within Inline XBRL document)
 
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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: September 4, 2020
 
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Exhibit 10.1

 

 

TERM LOAN 2 NOTE

 

$5,500,000.00 August 31, 2020
  Omaha, Nebraska

 

Link Media Holdings, LLC, a Delaware limited liability company (“Borrower”), for value received hereby promises to pay to the order of First National Bank of Omaha (“Lender”), at Omaha, Nebraska or via wire transfer, as applicable, in lawful money of the United States of America (A) the principal amount of FIVE MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($5,500,000.00) or, if less, the aggregate unpaid amount of Term Loan 2 as may be made to Borrower by Lender pursuant to the Credit Agreement referred to below, such amount to be payable in the amounts and on the dates set forth in the Credit Agreement, the terms of which are hereby incorporated herein by reference, and (B) interest from the date hereof on the principal amount from time to time outstanding on such Term Loan 2 at a fixed rate per annum equal to 3.375%, subject at all times to Section 1.06(d) of the Credit Agreement.

 

This Note is the Term Loan 2 Note under which Term Loan 2 may be made by Lender, but only in accordance with the terms and conditions of the Credit Agreement. This Note evidences borrowings under, is subject to, is secured in accordance with, and may be accelerated or matured under, the terms of the Credit Agreement which reference is hereby made. This Note is subject to optional prepayment as provided in the Credit Agreement.

 

This Note shall be interpreted and the rights of the parties hereunder shall be determined under the internal laws of, and enforceable in, the State of Nebraska.

 

This Note evidences indebtedness incurred under, and is subject to the terms and provisions of, the Credit Agreement, dated as of August 12, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and between Borrower and Lender, which Credit Agreement reference is hereby made for a statement of the terms and provisions under which this Note may or must be paid prior to its due date or its due date accelerated. Capitalized terms not otherwise defined herein are used herein as defined in the Credit Agreement.

 

At Lender’s election, all borrowings evidenced by this Note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrower under this Note.

 

Borrower hereby waives presentment for payment, demand, protest and notice of dishonor and nonpayment of this Note and agrees that no obligation hereunder shall be discharged by reason of any extension, indulgence, release, or forbearance granted by any holder of this Note to any party now or hereafter liable hereon.

 

 

[signature page follows]

 

 
 

 

Borrower is executing this Term Loan 2 Note as of the date first above written.

 

 

LINK MEDIA HOLDINGS, LLC

 

 

 

 

 

 

 

 

 

 

By:

/s/ Scott LaFoy

 

 

Name:

   Scott LaFoy

 

 

Title: 

President and Chief Executive Officer

 

 

 

 

 

 

 

 
 

 

LOANS AND PAYMENTS

SCHEDULE

 

 

 

Date

 

Amount of

Loan

 

Maturity

Date

 

Payments of

Principal/Interest

 

Principal

Balance of

Note

 

Name of

Person

Making the

Notation