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Item 2.01
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Completion of Acquisition or Disposition of Assets.
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Effective September
1, 2017, Saga Broadcasting, LLC, a wholly-owned subsidiary of Saga Communications, Inc. and a Delaware limited liability company
(“Saga Broadcasting”), Saga Quad States Communications, LLC, a wholly-owned subsidiary of Saga Communications, Inc.
and a Delaware limited liability company (“Saga Quad States,” and together with Saga Broadcasting, “Seller”),
completed the disposition of Seller’s television segment to QueenB Television of Texas, LLC, a Texas limited liability company
(“QueenB Texas”), and QueenB Television of Kansas/Missouri, LLC, a Kansas limited liability company (“QueenB
Kansas/Missouri, and together with QueenB Texas, “Seller”), as assignees of Evening Telegram Company d/b/a Morgan Murphy
Media, a Wisconsin corporation, upon the satisfaction of certain closing conditions described in the Asset Purchase Agreement dated
May 9, 2017 (the “QueenB Agreement”) by and among Seller, Buyer, and, solely in its role as guarantor under the QueenB
Agreement, Saga Communications, Inc., a Delaware corporation (“Saga”), as further described in the Form 8-K filed by
Saga on May 10, 2017. The purchase price under the QueenB Agreement was $66,621,421.59, subject to certain purchase price adjustments,
payable in cash.
Also effective September
1, 2017, Saga Quad States completed the acquisition from Apex Media Corporation, a South Carolina corporation (“AMC”),
and Pearce Development, LLC f/k/a Apex Real Property, LLC, a South Carolina limited liability company (“ARP” and together
with AMC, “Seller”), of substantially all of Seller’s assets related to the operation of certain radio and translator
stations, upon the satisfaction of certain closing conditions described in the Asset Purchase Agreement dated May 9, 2017 (the
“Apex Agreement”) by and among Seller, Saga Quad States, and, solely in his role as guarantor under the Apex Agreement,
G. Dean Pearce, as further described in the Form 8-K filed by Saga on May 10, 2017. Mr. Pearce is President of AMC and ARP, and
currently serves on the Board of Directors of Saga. The purchase price under the Apex Agreement was $23,000,000.00, subject to
certain purchase price adjustments, payable in cash. The purchase price was determined through arm’s-length negotiations,
and was approved by the Saga Board, and Finance and Audit Committee, in accordance with the requirements of Saga’s Corporate
Governance Guidelines for the review of related party transactions.
The foregoing does
not constitute a complete summary of the QueenB Agreement or the Apex Agreement. Reference is made to the QueenB Agreement and
the Apex Agreement, each of which were attached as exhibits to the Form 8-K filed by Saga on May 9, 2017 and incorporated by reference
herein, and to the press release attached as Exhibit 99.2 to this report and incorporated by reference herein.