-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FVEUSP4drBXKyArPejzDsknnNU730F2HTU47BQNKT9kAC9xhFgDYxpL5QNFNzXlw PMQd11dphaULiF27ueLxRg== 0000950136-07-003043.txt : 20070504 0000950136-07-003043.hdr.sgml : 20070504 20070503204517 ACCESSION NUMBER: 0000950136-07-003043 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070504 DATE AS OF CHANGE: 20070503 EFFECTIVENESS DATE: 20070504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Courtside Acquisition Corp CENTRAL INDEX KEY: 0001321544 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 202521288 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-32549 FILM NUMBER: 07817542 BUSINESS ADDRESS: STREET 1: 1700 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-641-5000 MAIL ADDRESS: STREET 1: 1700 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10019 DEFA14A 1 file1.htm FORM 8-K

 

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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): May 2, 2007

COURTSIDE ACQUISITION CORP.

(Exact Name of Registrant as Specified in Charter)

         
Delaware
(State or Other Jurisdiction
of Incorporation)
  001-32549
(Commission File Number)
  20-2521288
(IRS Employer Identification No.)

     
1700 Broadway, 17th Floor, New York, New York
(Address of Principal Executive Offices)
  10019
(Zip Code)

Registrant’s telephone number, including area code: (212) 641-5000

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
x   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 


COURTSIDE ACQUISITION CORP. (“COURTSIDE”) IS HOLDING PRESENTATIONS FOR CERTAIN OF ITS STOCKHOLDERS, AS WELL AS OTHER PERSONS WHO MIGHT BE INTERESTED IN PURCHASING COURTSIDE SECURITIES, REGARDING ITS ACQUISITION OF SUBSTANTIALLY ALL OF THE ASSETS OF AMERICAN COMMUNITY NEWSPAPERS LLC (“ACN”), AS DESCRIBED IN COURTSIDE’S CURRENT REPORT ON FORM 8-K DATED JANUARY 24, 2007. SUCH CURRENT REPORT AND THIS CURRENT REPORT, INCLUDING SOME OR ALL OF THE EXHIBITS THERETO OR HERETO, WILL BE MADE AVAILABLE TO PARTICIPANTS AT SUCH PRESENTATIONS.

EARLYBIRDCAPITAL, INC. (“EBC”), THE MANAGING UNDERWRITER OF COURTSIDE’S INITIAL PUBLIC OFFERING (“IPO”) CONSUMMATED IN JULY 2005, IS ASSISTING COURTSIDE IN THESE EFFORTS, WITHOUT CHARGE, OTHER THAN THE REIMBURSEMENT OF ITS OUT-OF-POCKET EXPENSES. COURTSIDE, ACN AND EBC AND THEIR RESPECTIVE DIRECTORS AND EXECUTIVE OFFICERS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICIATION OF PROXIES FOR THE SPECIAL MEETING OF COURTSIDE STOCKHOLDERS TO BE HELD TO APPROVE THE ACQUISITION.

STOCKHOLDERS OF COURTSIDE AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN AVAILABLE, COURTSIDE’S PRELIMINARY PROXY STATEMENT AND DEFINITIVE PROXY STATEMENT IN CONNECTION WITH COURTSIDE’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING BECAUSE THESE PROXY STATEMENTS WILL CONTAIN IMPORTANT INFORMATION. SUCH PERSONS CAN ALSO READ COURTSIDE’S FINAL PROSPECTUS, DATED JUNE 30, 2005, FOR A DESCRIPTION OF THE SECURITY HOLDINGS OF THE COURTSIDE OFFICERS AND DIRECTORS AND OF EBC AND THEIR RESPECTIVE INTERESTS IN THE SUCCESSFUL CONSUMMATION OF THIS BUSINESS COMBINATION. THE DEFINITIVE PROXY STATEMENT WILL BE MAILED TO STOCKHOLDERS AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE ACQUISITION. STOCKHOLDERS WILL ALSO BE ABLE TO OBTAIN A COPY OF THE DEFINITIVE PROXY STATEMENT, WITHOUT CHARGE, BY DIRECTING A REQUEST TO: COURTSIDE ACQUISITION CORP., 1700 BROADWAY, 17TH FLOOR, NEW YORK, N.Y. 10019. THE PRELIMINARY PROXY STATEMENT AND THE DEFINITIVE PROXY STATEMENT, ONCE AVAILABLE, MAY ALSO BE OBTAINED, WITHOUT CHARGE, AT THE SECURITIES AND EXCHANGE COMMISSION’S INTERNET SITE (http://www.sec.gov).

 

 

2

 


Item 1.01  Entry into a Material Definitive Agreement.

On January 24, 2007, Courtside Acquisition Corp. (“Courtside”) entered into an Asset Purchase Agreement (“Purchase Agreement”) with American Community Newspapers LLC (“ACN”) providing for the purchase by Courtside (or a subsidiary of Courtside to be formed for such purchase) of substantially all of ACN’s assets and the assumption by Courtside (or such subsidiary, without the release of Courtside from its obligations) of certain of ACN’s liabilities. ACN Holding LLC, the sole member of ACN, is also a party to the Purchase Agreement.

On May 2, 2007, the parties amended the Purchase Agreement to, among other things, make changes as a result of the acquisition by ACN on April 30, 2007, of the publishing and printing assets of C.M. Media, Inc. for approximately $44 million in cash (subject to a working capital adjustment). The transaction includes Columbus Monthly, The Other Paper, an alternative news and entertainment weekly, Suburban News Publications, a group of 22 community weekly newspapers, Columbus C.E.O., a monthly business magazine, and Columbus Bride, a twice annual bridal resource and tradeshow, as well as C.M. Printing and Columbus Custom Publishing. Combined and non-duplicated circulation for the group is approximately 410,000 households. These publications serve the Columbus and Central Ohio communities located within the nation’s 32nd largest MSA (metropolitan statistical area) comprised of Franklin, Delaware, Union, Fairfield, Madison, Licking and Pickaway Counties.

The original purchase price for the proposed acquisition of ACN (prior to the C.M. Media acquisition by ACN) was $165 million in cash with Courtside also agreeing to pay up to an additional $15 million in cash if newspaper cash flow for 2008 ranges from $19 million (at which level the contingent payment is $1 million) to $21 million or greater (at which level the contingent payment will be $15 million). In addition, if the Courtside stock price exceeds $8.50 per share for a specified period before July 7, 2009, ACN will receive an additional payment of $10 million.

The terms of the Courtside acquisition have been amended to decrease the base purchase price by $5 million to $160 million and to provide for an increase in the purchase price by an amount equal to ACN’s cost for C.M. Media (approximately $44 million, to be adjusted for working capital and ACN transaction costs). Accordingly, the purchase price for ACN will be approximately $204 million. The consideration will be payable in $191.5 million of cash and $12.5 million of Courtside stock (unless ACN purchases Courtside’s stock in the market, in which case the cash portion of the purchase price will be correspondingly adjusted upwards). The earn out provisions remain the same.

The cost of the ACN acquisition (including a provision for estimated working capital adjustments and transaction costs) will be financed by Courtside with cash on hand, including approximately $78 million held in trust for the exclusive use of effectuating the business combination, and acquisition financing of up to $140 million for which commitments are being received from BMO Capital Markets, acting as Sole Book

 

 

3

 


Runner and Lead Arranger. BMO Capital Markets served as principal financial advisor to Courtside in the transaction.

Courtside has received an opinion from Capitalink L.C., an independent investment banking firm, that the purchase price is fair, from a financial point of view, to Courtside’s stockholders. The transaction is subject to Courtside’s receiving stockholder approval of the transaction and customary closing conditions. The transaction is expected to close in the second quarter of 2007. Following the closing of the transaction, Courtside will be renamed American Community Newspapers Inc. and its securities are expected to trade on the American Stock Exchange.

Press Release

Courtside is filing the attached press release (Exhibit 99.1 to this Form 8-K) as Regulation FD Disclosure material.

Item 9.01  Financial Statements, Pro Forma Financial Information and Exhibits.

(c)

Exhibits:

 

Exhibit

 

Description

10.1

 

Amendment dated May 2, 2007, to Purchase Agreement dated as of January 24, 2007 among Courtside Acquisition Corp., American Community Newspapers LLC and, solely for purposes of Section 2.22 thereof, ACN Holding LLC.

99.1

 

Press release of Courtside Acquisition Corp. dated May 2, 2007.

SIGNATURE

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.

Dated:  May 3, 2007

 

 

 

COURTSIDE ACQUISITION CORP.

 


By: /s/ Richard D. Goldstein

 

 

Name: Richard D. Goldstein
Title: Chairman and Chief Executive Officer

 

 

4

 


EX-10.1 2 file2.htm AMENDMENT TO PURCHASE AGREEMENT

Exhibit 10.1

May 2, 2007

American Community Newspapers LLC

ACN Holding LLC

14875 Landmark Boulevard, Suite 110

Addison, Texas 78254

Ladies and Gentlemen:

Reference is made to (i) the Asset Purchase Agreement by and among Courtside Acquisition Corp. (“Courtside”), American Community Newspapers LLC (“ACN”) and, solely for purposes of Section 2.22 thereof, ACN Holding LLC, dated as of January 24, 2007 (the “Courtside Agreement”) and (ii) the Asset Purchase Agreement among ACN and C.M. Media, Inc. (“CM”) and, for purposes of Section 6.1 and Article VIII thereof, Max S. Brown and Lenore Brown, dated April 30, 2007 (the “CM Agreement”). This will confirm the agreement of the parties to the Courtside Agreement, as follows.

1. All assets of CM acquired by ACN pursuant to the CM Agreement shall be deemed to be “Acquired Assets” for purposes of the Courtside Agreement (as such term is defined in Section 1.1 of the Courtside Agreement).

2. All liabilities of CM assumed by ACN pursuant to the CM Agreement shall be deemed to be “Assumed Liabilities” for purposes of the Courtside Agreement (as such term is defined in Section 1.3 of the Courtside Agreement).

3. The Purchase Price (as defined in Section 1.4 of the Courtside Agreement) to be paid by Courtside to ACN pursuant to the Courtside Agreement shall be equal to the sum of (a) (i) $147,500,000, as adjusted pursuant to Section 4 hereof, payable in cash (the “Cash Component”) less (ii) one-half of the “HSR Filing Fee” (as defined in Section 13 hereof), if any, plus (iii) 2,192,982 shares (equitably adjusted for stock splits, stock dividends and the like) of Purchaser Common Stock (as defined in Section 3.3(a) of the Courtside Agreement; as adjusted pursuant to Section 4 hereof, the “Stock Component”), plus (b) (i) $43,762,997, the Purchase Price (as defined in Section 2.1 of the CM Agreement) paid by ACN to CM prior to the closing of the transactions contemplated by the Courtside Agreement (the “Courtside Closing”) plus (ii) capitalized expenses to the extent paid in cash prior to the closing of the transactions contemplated by the Courtside Agreement. Courtside and ACN agree that (x) any additional Purchase Price paid to CM pursuant to Section 2.3 of the CM Agreement after the Courtside Closing and (y) any unpaid capitalized expenses incurred by ACN in connection with the acquisition contemplated by the CM Agreement shall be paid by Courtside and excluded from the calculation of “Closing Working Capital” and “Balance Sheet Working Capital” for purposes of the Courtside Agreement.

4. The number of shares of Purchaser Common Stock constituting the Stock Component shall be decreased by that number of shares of Purchaser Common Stock equal to the number of shares of Purchaser Common Stock purchased by ACN Holding LLC or any member of ACN Holding LLC or any affiliate of any member of ACN Holding LLC in the open

 

 


market or in private transactions with holders of shares of Purchaser Common Stock prior to or concurrently with the closing of the transactions contemplated by the Courtside Agreement (“Purchased Shares”). The amount of the Cash Component shall be increased by an amount equal to the number of Purchased Shares multiplied by $5.70 per Purchased Share.

5. The shares of Purchaser Common Stock constituting the Stock Component shall be delivered at the Courtside Closing to or as directed by ACN Holding LLC. In addition, the Initial Payment Amount (as defined in Section 1.4(b)(i) of the Courtside Agreement) to be paid pursuant to Section 1.4(b)(i) of the Courtside Agreement shall be equal to (a) the Cash Component, plus, (b) one-half of the HSR Filing Fee, if any, less (c) the Escrow Funds (as defined in Section 1.4(b)(ii) of the Courtside Agreement), less (d) $700,000 (the Deposit, as defined in Section 1.8 of the Courtside Agreement) plus or minus, as the case may be, (e) the adjustments set forth in Section 1.5 of the Courtside Agreement.

6. For purposes of the Courtside Agreement, the Target Working Capital (as defined in Section 1.5(a) of the Courtside Agreement) shall be adjusted by the CM Working Capital Adjustment (as defined below); provided, however, that for purposes of determining the payment to be made pursuant to Section 1.5(a) of the Courtside Agreement at the Courtside Closing, the Target Working Capital shall be increased by $1,886,245 (the amount of the estimated CM Working Capital Adjustment paid at the closing of the CM Agreement), unless the CM Working Capital Adjustment has been finally determined prior to the Courtside Closing, in which event such finally determined CM Working Capital Adjustment shall be used. For purposes hereof, the “CM Working Capital Adjustment” shall be deemed to be equal to the sum of the “Accounts Receivable Amount,” the “Inventory Amount” and the “Other Current Asset Amount” less the amount of “Subscription and Advertising Obligations” (as such terms are defined in the CM Agreement), as of the closing of the transactions contemplated by the CM Agreement, less the amount of any other accrued liabilities of CM assumed by ACN under Section 1.3 of the CM Agreement and as set forth on Schedule 2.1 of the CM Agreement.

7. For purposes of the Courtside Agreement, no matters arising out of the transactions contemplated by the CM Agreement shall be considered in connection with the representations and warranties of ACN in the Courtside Agreement for purposes of disclosure (including pursuant to Section 5.9 of the Courtside Agreement) or determining whether or not there has been a breach of any such representations and warranties.

8. For purposes of the Courtside Agreement, information required to be furnished by ACN pursuant to Article V thereunder shall include information (including financial information) relating to CM and other matters arising out of the transactions contemplated by the CM Agreement.

9. To the extent the obligations of ACN pursuant to the CM Agreement (including under Section 6.7 thereof) with respect to Continuing Employees (as defined in the CM Agreement) are beyond those owed by Courtside to ACN employees pursuant to the terms of the Courtside Agreement, then Courtside acknowledges and agrees that it will comply with the provisions of the CM Agreement, which shall prevail with respect to such Continuing Employees.

 

 

-2-

 


10. Courtside agrees that the CM Agreement, the escrow agreement entered into in connection with the CM Agreement, the Transition Services Agreement referred to in Section 7.3(d)(vi) of the CM Agreement, the Lease referred to in Section 7.2(h)(x) of the CM Agreement, the Employment Agreements referred to in Section 7.3(d)(v) of the CM Agreement and each other document entered into in accordance with the terms of the CM Agreement (the “CM Documents”) are Seller Contracts (as defined in the Courtside Agreement) and at the Courtside Closing, they shall be assigned to and assumed by Courtside.

11. The parties agree that the provisions of Article VII (Indemnification) of the Courtside Agreement shall not apply to matters arising out of the transactions contemplated by the CM Documents and that the only remedies available to Courtside following the Courtside Closing in respect of claims arising under the CM Documents or otherwise relating to the business acquired pursuant to the CM Agreement shall be those set forth in the CM Agreement.

12. If a filing with respect to the transactions contemplated by the Courtside Agreement is required to be made pursuant to the HSR Act (as defined in Section 2.4(b) of the Courtside Agreement) because the transactions contemplated by the CM Agreement preclude the application of exemptions from such filing that would have otherwise been available to Courtside and ACN, the filing fee to be paid with respect to such filing (the “HSR Filing Fee”) shall be paid in the first instance from the Deposit and ACN and Courtside shall jointly direct the Deposit Escrow Agent (as defined in Section 1.8 of the Courtside Agreement) to release an amount equal to the HSR Filing Fee from amounts placed in escrow with the Deposit Escrow Agent pursuant to the Deposit Escrow Agreement (as defined in Section 1.8 of the Courtside Agreement) to Courtside to be used in making such payment. In such event, the Deposit shall be deemed to be reduced to an amount (the “Reduced Deposit Amount”) equal to (i) $700,000 less (ii) an amount equal to the HSR Filing Fee. If the Courtside Agreement is terminated, for purposes of Section 8.3(a) thereof, the amount of the Deposit shall be deemed to be (a) the Reduced Deposit Amount plus (b) an amount equal to one-half of the HSR Filing Fee, if any, to be paid by ACN and, for purposes of Section 8.3(b) thereof, the amount to be returned to ACN shall be the sum of (x) the Reduced Deposit Amount plus (y) an amount equal to one-half of the HSR Filing Fee, if any, to be paid by Courtside.

13. For purposes of the Courtside Agreement, “Material Adverse Event” (as defined in Section 10.2(a) thereof) shall be deemed to include changes, events, violations, circumstances and effects arising out of the operation by ACN of the business, assets and operations acquired by it under the CM Agreement.

14. At the Courtside Closing, (a) ACN shall represent to Courtside that as of such date it is in compliance with the CM Agreement in all material respects, (b) ACN shall assign to Courtside all of ACN’s rights under the CM Agreement, including ACN’s rights to indemnification thereunder, and (c) Courtside shall assume all of ACN’s liabilities and obligations thereunder, including ACN’s rights and obligations under the CM Documents.

15. The date “June 30, 2007” stated in Section 8.1(b) of the Courtside Agreement is hereby changed to read “July 7, 2007”.

16. At the Courtside Closing, Courtside agrees that it will execute and deliver and ACN Holding LLC shall either execute and deliver, or cause any person or entity to whom a

 

 

-3-

 


portion of the Stock Component has been delivered under Section 5 hereof to execute and deliver, substantially in the form of the Registration Rights Agreement attached hereto as Exhibit A.

17. The Courtside Agreement is hereby deemed amended and supplemented to reflect the provisions of this letter agreement. This letter agreement hereby supersedes all prior understandings and agreements of the parties relating to the matters addressed herein; provided that nothing herein shall be deemed to modify or vitiate in any manner the provisions of Section 5.8 of the Courtside Agreement.

Please sign a copy of this letter agreement in the place provided below to confirm your agreement to the foregoing and return it to the undersigned.

 

 

 

Very truly yours,
COURTSIDE ACQUISITION CORP.

 


By: 


/s/ Richard D. Goldstein

 

 

 

Richard D. Goldstein
Chairman and CEO

 

AGREED:
AMERICAN COMMUNITY NEWSPAPERS LLC

 


By:

/s/ Bruce M. Hernandez

 

 

Chairman

 

 

 

 

 

 

ACN HOLDING LLC

 

 


By:

/s/ Bruce M. Hernandez

 

 

 

Chairman

 

 

 

 

-4-

 


EX-99.1 3 file3.htm PRESS RELEASE

Exhibit 99.1

Courtside Acquisition Corp. Comments on American Community Newspaper’s

Recent Acquisition of Fourth Major Cluster

~ Provides ACN’s First Quarter Results and Near Term Outlook ~

~ Announces Revised Terms of ACN Transaction ~

New York, New York, - May 3, 2007 Courtside Acquisition Corp. (“Courtside”) (Amex:CRB), a specified purpose acquisition company, today commented on American Community Newspaper LLC’s (“ACN”) acquisition on April 30, 2007, of the publishing and printing assets of C.M. Media, Inc. for approximately $44 million in cash (subject to a working capital adjustment).

Columbus Acquisition

The transaction includes Columbus Monthly, The Other Paper, an alternative news and entertainment weekly, Suburban News Publications, a group of 22 community weekly newspapers, Columbus C.E.O., a monthly business magazine, and Columbus Bride, a twice annual bridal resource and tradeshow, as well as C.M. Printing and Columbus Custom Publishing. Combined and non-duplicated circulation for the group is approximately 410,000 households.

These publications serve the Columbus and Central Ohio communities located within the nation’s 32nd largest MSA (metropolitan statistical area) comprised of Franklin, Delaware, Union, Fairfield, Madison, Licking and Pickaway Counties.

In announcing the acquisition, Gene M. Carr, Chief Executive Officer of ACN, who will become Chairman and CEO of Courtside upon Courtside’s acquisition of ACN, stated, “The publications of C.M. Media are well-established newspapers and magazines that have proudly served the metropolitan community of Columbus and the surrounding area since 1975. Max and Lenore Brown and their management team have done an outstanding job with these publications and have built this group with quality community journalism. We are very excited about owning these publications and their future prospects.”

Mr. Carr continued, “As part of the ACN family, these publications will serve as a base of our new Columbus/Central Ohio newspaper group which we plan on rapidly expanding through acquisitions and new product launches. The Columbus market is similar to our other suburban markets with regard to household income, household growth, schools, and growth-oriented communities. All of these publications boast strong readership, a highly competent staff and a dominant market position.”

 


ACN is a group of 100 publications, comprised of 84 weekly suburban newspapers, three daily newspapers and 13 niche publications, and operates in four highly attractive U.S. markets: Minneapolis – St. Paul, Dallas – Ft. Worth and suburban Washington DC – Northern Virginia and Columbus. ACN’s award winning group of publications reaches approximately 1,400,000 households in the suburban communities surrounding these major cities and enjoys market leading circulation penetration in each of its markets. ACN is focused on providing high-quality, local editorial content to its readers and targeted advertising packages to local and national advertisers.

The acquisition price of C.M. Media is approximately 11.9 times EBITDA for the twelve months ended March 31, 2007. Courtside and ACN believe that after giving effect to expected synergies and cost savings, this multiple is expected to be reduced to less than 10 times within the first year of operations.

Messrs. Richard Goldstein and Bruce Greenwald, CEO and President of Courtside, respectively, noted, “With the acquisition of C.M. Media, ACN’s entry into a fourth major cluster at a reasonable price is an outstanding example of management continuing to execute on ACN’s strategy of growing its operations both organically and through acquisition in new and existing markets.”

First Quarter and Near Term Outlook

Courtside also announced today that it has been advised by ACN that ACN’s revenue and EBITDA for the first quarter of 2007 increased approximately 4.6% and 19.3% respectively, treating the Amendment I, Inc. acquisition made on March 24, 2006, as if made on January 2, 2006, representing a solid quarter for the company. Second quarter indications are for results generally in line with the second quarter of 2006. This second quarter outlook, which does not include the recently acquired C.M. Media properties, represents a slow down from the first quarter’s solid performance. This is reflective of certain nonrecurring events including adverse weather conditions in April, the acceleration of Easter advertising into the 2007 first quarter due to its timing, and certain second quarter 2006 customer advertising programs not continuing in 2007, as well as weakness in the real estate category in certain markets.

Revised Transaction Terms and Financing

The original purchase price for the proposed acquisition of ACN (prior to ACN’s acquisition of C.M. Media) was $165 million in cash with Courtside also agreeing to pay up to an additional $15 million of cash if newspaper cash flow for 2008 ranges from $19 million (at which level the contingent payment is $1 million) to $21 million or greater (at which level the contingent payment will be $15 million). In addition, if the Courtside stock price exceeds $8.50 per share for a specified period before July 7, 2009, ACN will receive an additional payment of $10 million.

 


The terms of the Courtside acquisition have been amended to decrease the base purchase price by $5 million to $160 million and to provide for an increase in the purchase price by an amount equal to ACN’s cost for C.M. Media (approximately $44 million, to be adjusted for working capital and ACN transaction costs). Accordingly, the purchase price for ACN will be approximately $204 million. The consideration will be payable in $191.5 million of cash and $12.5 million of Courtside stock (unless ACN purchases Courtside’s stock in the market, in which case the cash portion of the purchase price will be correspondingly adjusted upwards). The earn out provisions remain the same.

Bruce M. Hernandez, managing partner of Spire Capital Partners L.P., and Walker Simmons, partner of Wachovia Capital Partners, as the principal current owners of ACN, said, “The consummation of the C.M. Media acquisition represents the next logical step in the ongoing efforts of ACN management in building a leading community newspaper enterprise. The revised structure of the ACN acquisition will enable both us and management to maintain a significant equity interest in ACN as it continues to execute its growth strategy.”

The cost of the ACN acquisition (including a provision for estimated working capital adjustments and transaction costs) will be financed by Courtside with cash on hand, including approximately $78 million held in trust for the exclusive use of effectuating the business combination, and acquisition financing of up to $140 million for which commitments are being received from BMO Capital Markets, acting as Sole Book Runner and Lead Arranger. BMO Capital Markets served as principal financial advisor to Courtside in the transaction.

Courtside has received an opinion from Capitalink L.C., an independent investment banking firm, that the revised purchase price is fair, from a financial point of view, to Courtside’s shareholders.

The transaction is subject to Courtside’s receiving stockholder approval of the transaction and customary closing conditions. The transaction is expected to close in the second quarter of 2007. Following the closing of the transaction, Courtside will be renamed American Community Newspapers Inc. and its securities are expected to trade on the American Stock Exchange.

About Courtside Acquisition Corp.

Courtside Acquisition Corp. was formed on March 18, 2005 to serve as a vehicle to effect a business combination with an operating business principally in the entertainment, media and communications industries. Courtside’s registration statement for its initial public offering was declared effective on June 30, 2005 and the offering closed on July 7, 2005, generating net proceeds of approximately $75.7 million from the sale of 13.8 million units, including the full exercise of the underwriters’ over-allotment option. Each unit is comprised of one share of Courtside common stock and two warrants, each with an exercise price of $5.00. As of March 31, 2007, Courtside held approximately $78 million

 


in a trust account maintained by an independent trustee, which will be released to Courtside upon the consummation of the business combination.

Forward Looking Statements

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about Courtside, ACN and their combined business after completion of the proposed acquisition. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of Courtside’s and ACN’s management, are subject to risks and uncertainties which could cause actual results to differ from the forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: business conditions; paper and printing costs; fluctuations in customer demand; shifting of traditional media spending from print to new media; management of rapid growth; intensity of competition from other newspaper publishers; general or market specific economic conditions; geopolitical events and regulatory changes; changing interpretations of generally accepted accounting principles; outcomes of government reviews continued compliance with government regulations; legislation of regulatory environments; requirements or changes adversely affecting the businesses in which ACN is engaged; as well as other relevant risks detailed in Courtside’s filing with the Securities and Exchange Commission, including its reports on Form 10QSB and Form 10K. The information set forth herein should be read in light of such risks.

Additional Information

Courtside’s stockholders and other interested parties are urged to read the proxy statement regarding the proposed transaction when it becomes available because it will contain important information. Copies of filings by Courtside, which will contain information about Courtside and ACN, will be available without charge online at the Securities and Exchange Commission’s internet site (http://www.sec.gov) and by mail through requests to Courtside Acquisition Corp., 1700 Broadway, New York, New York 10019, Attention: Secretary.

About the Sellers

Spire Capital Partners, L.P. is a $260 million private equity fund that invests in the media and communications industries. Wachovia Capital Partners is the principal investing affiliate of Wachovia Corporation. Wachovia Capital Partners has invested more than $2.5 billion since 1988.

For more information, please contact Corey Kinger or Jonathan Schaffer, both of Brainerd Communicators, Inc., at (212) 986-6667.

 


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