The entity that today holds a majority interest in Cox Media Group has filed paperwork with the FCC that confirms a change of sorts is underway.
In short, a successor corporation to Apollo Global Management is being formed, as the founding investors in AGM will relinquish their present control.
That’s an action being done through BRH Holdings GP Ltd. that codifies an AGM reorganization, with other documents and agreements not yet finalized.
What, exactly, does this mean for CMG-owned radio and TV properties, including WFTV-9 & WRDQ-27 in Orlando, WSB-AM & FM and WSB-2 in Atlanta, and WBLI-FM in Nassau-Suffolk, N.Y.?
Apollo Global Management’s 100% interest in the stations is being shifted to Tango Holdings Inc.
Both entities, however, share the same authorized representative: AGM President and Chief Legal Officer John Suydam.
Specifically, AGM seeks the Commission’s consent to a pro forma transfer of control of the radio and television broadcast licensees controlled by AP IX (PMC) VoteCo LLC.
This is the result of the proposed pro forma corporate reorganization of AGM.
At present, three U.S. individuals, Marc Rowan, Joshua Harris and Leon Black, jointly control AGM through BRH Holdings GP Ltd.
With a proposed reorganization in the works, relinquishment of the their control to the general public — shareholders of an AGM successor corporation — is sought. This would occur through the
exchange of two special stock classes.
To make this happen, AGM would merge with a newly created Delaware merger subsidiary of a newly created Tango Holdings.
But, AGM would be the surviving entity of this merger; Tango Holdings Inc. and the present AGM are both expected to be renamed.
As of today, BRH-GP controls AGM on behalf of the founders as a group via a special Class C share with voting rights constituting 83.1% of the voting rights of AGM on general stockholder matters, including the election of directors.
A special Class B share also gives BRH-GP 7.7% of the voting rights of AGM on general stockholder matters, including the election of directors.
Under the AGM Reorganization, both the Class C shares and the Class B shares would be exchanged for Class A shares.
The founders are expected to separately hold in their own name directly and/or indirectly through entities they control, in the aggregate, up to a maximum of 37.6% of the voting rights in “New AGM.”
