Earlier this week, Billboard Insider wrote about a Verde Outdoor (“Verde”) lawsuit alleging fraud against JR Media, John “Jed” Renfroe, Christa Hurley (Jed Renfroe’s sister) and Marcus Ben Jones (collectively “Sellers”. It appears that legal difficulties between the parties commenced with a Petition for Declaratory Judgement filed over a year ago by JR Media Co. LLC and Christa Hurley. Here’s what Billboard Insider learned from reading the Petition for Declaratory Judgment.
- On October 29, 2021 Verde paid $45 million to purchase the membership interests of JR Media. The purchase price was a formula based on 10 times existing billboard cash flow plus 10 times expected billboard cash flow from permitted development sites plus 8 times expected cash flow from unpermitted development sites.
- At the end of 12 calendar months there was to be a true up in which the post-closing billboard cashflow was compared with the actual/estimated billboard cashflow at closing and the price was adjusted up or down by the relavant multiple.
- On August 27, 2024, Verde provided a true up statement showing that it was owed $7 million because the post closing billboard cashflow was under the actual/estimated billboard cashflow at closing.
- JR Media Co and Christa Hurley disputed $1.5 million of the combined chargebacks. $224,000 of the disputed amounts were resolved. The remaining $1.3 million dispute concerned two Charleston billboards for which a permit was only issued after a lengthy delay and for which Verde refused to pay.
- On March 10, 2025 JR Media Co. LLC and Christa Hurley filed a Petition for Declaratory Judgment asking to be paid the $1.3 million.
- After 11 months of court proceedings and discovery Verde filed an amended Counterclaim alleging fraud.
Billboard Insider’s take: One party sues the other for $1.2 million and then the after 11 months of court proceedings and discovery the other party turns around and sues for fraud. You haven’t heard the last of this case. Numerous people have asked Billboard Insider if Renfroe has any ability to revise it’s claim based on the fact that Verde sold all of its assets to Lamar in July 2025. We don’t think this creates any rights for Renfroe. If you voluntarily sell to someone they usually have the right to retrade the assets at any time at whatever price they want without owing you anything. What do you lawyers think?
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The short answer is this. Renfroe sold its membership interests to Verde in 2021 for $45,000,000. Verde sold all of its assets to Lamar about four years later for an unspecified amount. Unless there was a restriction in the Renfroe/Verde contract on re-selling the assets, Renfroe would not have any basis to claim any part of the sale price paid to Verde by Lamar.
This story is more complicated when it comes to the Renfroe/Verde dispute. It illustrates the need for our motto, “above all else, clarity” (with credit to my long-time legal assistant, Sherry Rich, for the motto). It also illustrates the truism that the correct answer to every legal question is, “it depends.”
Starting with clarity: The story says permitted development sites would be valued at 10x expected cash flow, while unpermitted development sites would be valued at 8x expected cash flow. Two sites in Charleston received permits “only… after a lengthy delay.” Should those sites have been valued at 8x expected cash flow because they were not permitted when the parties signed the contract, or should they have been valued at 10x expected cash flow because they received permits before the one-year true up?
That also leads to the correct answer, “It depends.” Did the parties discuss the possibility that an unpermitted site would become permitted before the end of the first twelve months? If so, did they provide for any adjustment based upon the mid-year change in status of the two sites? If so, did they bring clarity to these provisions? If not, both parties were victims of a common error, “You don’t understand. What I thought you heard is not what you thought I said.”
Finally, an editorial comment. While $1.3 million is a sizeable amount in the abstract, it is also less than 2.9% of the $45 million sale price. That is well short of material in accounting terms. More importantly, if the lawsuit continues, the attorney fees and court costs will consume far more than ten percent of the $1.3 million dispute. Mediation will serve both parties better than ongoing litigation. We can help with that.