Updated at 3:25pm Eastern on Sept. 24
On March 29, a Manhattan, Kansas-based entity described by RBR+TVBR in an October 2016 two-part series as “not a radio company” signed off on a deal that would have transferred six full-power stations and two FM translators to another Kansas-based operation.
After several requests by the intended buyer to delay closing, the seller’s managing member — Monte Miller — had enough.
“I took the stations off today,” he said Monday afternoon in an exclusive interview with RBR+TVBR confirming that the roughly $6.2 million sale of the Wichita market stations by Rocking M Media is likely off.
On Tuesday, the company that planned to buy the stations fired back by assailing Rocking M for its actions, providing its own take on what transpired.
As first reported by RBR+TVBR, Rocking M on April 4 intended to sell the following stations to Allied Media Partners, for a total price of exactly $6,188,645:
From RMMW Licenses:
- KIBB-FM in Haven, Ks.
- KVWF-FM in Augusta, Ks.
- KKGQ-FM in Newton, Ks.
From RMM Licenses:
- KLEY-AM & KWME-FM and translator K262CQ in Wellington, Ks.
- KKLE-AM and translator K230CE in Winfield, Ks.
Allied is a Wichita-based operation led by CEO Matt Baty, who has 50-50 ownership with Tom Castor.
According to FCC documentation, a $300,000 earnest money deposit was to have been made to Rocking M and held by Security 1st Title in Wichita.
Ahead of closing, Allied gained control of the stations via an Local Programming and Marketing Agreement. This was signed on March 29, giving Baty’s group control of “BOB FM 97.1,” Adult Alternative “Flight 100.5,” Country “KS92.5,” and Classic Hip-Hop “92.7 The Blast.”
“A Form 314 was filed with the FCC, and when the closing date came, it was pushed back, as they were asking for more time,” Miller says.
This occurred several times as spring turned to summer. While Allied was assured and certified that they had the cash to complete the transaction, “It was apparent that they don’t, and won’t.”
With Miller left with few other options, the landlord locked Rocking M out of the control room, he contends. Seeking to maintain control of the stations, as they are still the licensee, Miller pulled the plug on the LMA.
“They were behind in expenses and LMA fees,” Miller says.
Across Monday, silence was heard in place of regular programming, a representative from local car dealership Hatchett Auto confirmed to RBR+TVBR. Indeed, all web streaming for the LMA’d stations was down on Monday afternoon.
“We must maintain control,” Miller said, noting that he has roughly five days to alert the FCC as to what the next steps are for the Wichita stations.
He wishes the deal would have simply been completed, and that silencing the cluster wasn’t necessary.
“It’s just business,” he says. “All they had to do is close.”
The agreed-upon sale price was based on a figure Rocking M owed on them. Now, other potential suitors may soon be invited to come forward with an offer.
The properties are prime for those seeking to operate in Wichita. KKGQ is a Class C1 blowtorch with a city-grade signal covering Wichita and a host of towns to the north, nearly reaching Salina.
KIBB is a Class C2 covering not only Wichita but also Hutchinson, to the northwest.
KWVF is a Class C3 with full city-grade coverage of the metropolitan area.
Meanwhile, KWME has a CP for a Class C2 signal covering Wichita and points south.
“These are powerhouse stations that simply need to be programmed and properly managed,” Miller says.
ALLIED ASSAILS ROCKING M CLAIMS
Calls to Baty and to Allied’s legal counsel in the transaction went unanswered late Monday.
However, Baty responded Tuesday afternoon (9/24) with a lengthy prepared statement in response to Miller’s comments. He challenged what Miller explained to RBR+TVBR, noting that the Rocking M head “has not been involved in the day-to-day operations and discussions between Rocking M Media and Allied Media Partners.”
Further, Baty said Allied “is looking into its legal rights insofar as statements made by Mr. Miller due to factual inaccuracies.”
According to Baty, “The closing was flexible and depending upon Rocking M Media satisfying all obligations to close including providing clear title to the assets. Rocking M Media repeatedly promised to close on the sale of the radio stations to Allied Media Partners. It is standard procedure in these types of transactions that [the] seller be able to provide lien-free title to the assets and to assign leases without defaults. At various times during the pending sale, Allied Media Partners understood that creditors of Rocking M Media were not satisfied with the business terms and thus were unwilling to release liens and claims as against the assets of Rocking M Media. Rocking M Media failed to produce all documents necessary to close on the transaction on any of the dates that it proposed to close the transaction. Such documentation has still not been provided.”
Baty confirms that Allied requested an extension to close after Rocking M Media once again requested a closing date and promised that all issues with creditors had been resolved and documents would be presented.
“The documents were never presented,” Baty said in the statement.
But, he adds, in late August Rocking M Media proposed a mutual extension of the closing date. Allied Media Partners agreed to the request and committed to a closing date.
However, says Baty, “Rocking M Media failed to produce the promised extension even though it agreed to provide the extension within a few days. It subsequently changed the deal terms and requested Allied Media Partners agree to [these] different terms. At that juncture, Allied Media Partners elected to simply move forward under the existing Purchase and Sale Agreement and Local Marketing Agreement to await the executed documents and releases required to be produced for closing and to close the transaction.”
When Allied Media Partners arrived at the Wichita studios on Monday (9/23), all were indeed locked out. A note was posted by the landlord of the facility, located in Ecco Plaza in downtown Wichita, stating, “This door is locked. If you have questions call the landlord.”
What happened, says Baty, is that Rocking M Media’s landlord had declared a default in mid-August.
Rocking M Media never disclosed this default to Allied Media Partners, Baty says.
But, Allied is not the tenant — it is still Rocking M.
Baty continues, “In [the] hope of salvaging the transaction, [Allied] has reached out to Rocking M Media’s landlord. Allied Media Partners does not know of the current status of the default and [any] discussions between Rocking M Media and its landlord. Allied Media Partners requested the right to communicate directly with all Rocking M Media creditors but such request was not approved.”
Could the sale of the cluster, which Monte Miller believes is not happening, still occur?
“Allied Media Partners has been committed to this transaction from inception in spite of the difficulties associated with Rocking M Media’s debt,” Baty said, turning the tables on which party is fiscally troubled. “It has incurred substantial costs while in a holding pattern waiting for Rocking M Media to be in a position to close and produce closing documents. Now, with the default by Rocking M Media, the closing appears to have been taken out of both parties’ control.”