Indianapolis, IN (NASDAQ: EMMS; EMMSP) — November 11, 2011 — Emmis Communications Corporation today announced that it signed agreements with certain holders of its 6.25% Series A Cumulative Convertible Preferred Stock to purchase their shares of Preferred Stock and that it signed an agreement with Zell Credit Opportunities Master Fund, L.P. to finance the purchases. Emmis may enter into additional transactions to purchase its Preferred Stock in the future.
Emmis entered into securities purchase agreements with certain holders of its Preferred Stock under which Emmis will purchase shares of its Preferred Stock from such holders at prices that are below the closing price of the Preferred Stock on November 10, 2011. The purchases will settle pursuant to total return swaps, the terms of which provide that until final settlement of the swaps, the seller agrees to vote its shares in accordance with the prior written instructions of Emmis.
Under the terms of a Note Purchase Agreement, Zell Credit Opportunities Master Fund, L.P. has agreed to buy from Emmis on up to four separate occasions on or before February 2, 2012, a total of up to $35,000,000 of unsecured notes. The net proceeds from the notes are expected to be used to enable Emmis to ultimately acquire some of its Preferred Stock through privately negotiated transactions with individual Preferred Stock holders and/or through a tender offer. Interest on the notes is not payable in cash and will accrue quarterly at a rate of 22.95 percent per annum. The notes will mature in February of 2015, and contain customary representations, warranties, and indemnities, as well as covenants that are comparable to those in Emmis’ senior secured credit facility, including the prohibition of any dividend payments on Emmis’ capital stock and certain restrictions on the ability of Emmis to incur additional indebtedness.
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Taft Stettinius & Hollister LLP served as legal counsel and Moelis & Company served as financial advisor to Emmis.
Methuselah Advisors served as financial advisor to Zell Credit Opportunities Master Fund, L.P.
Emmis has filed a Current Report on Form 8-K with the Securities and Exchange Commission with respect to the subject matter of this press release.
Emmis Communications Corporation is a diversified media company, principally focused on radio broadcasting. Emmis operates the 8th largest publicly traded radio portfolio in the
Emmis’ news releases and other information are available on the company’s website at www.emmis.com.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future result, performance or achievement expressed or implied by such forward-looking statement. Such factors include, among others (i) general economic and business conditions; (ii) fluctuations in the demand for advertising and demand for different types of advertising media; (iii) our ability to service our outstanding debt; (iv) increased competition in our markets and the broadcasting industry; (v) our ability to attract and secure programming, on-air talent, writers and photographers; (vi) inability to obtain (or to obtain timely) necessary approvals for purchase or sale transactions or to complete the transactions for other reasons generally beyond our control; (vii) increases in the costs of programming, including on-air talent; (viii) inability to grow through suitable acquisitions; (viii) changes in audience measurement systems; (ix) new or changing regulations of the Federal Communications Commission or other governmental agencies; (x) competition from new or different technologies; (xi) war, terrorist acts or political instability; and (xii) other factors mentioned in documents filed by the Company with the Securities and Exchange Commission. Emmis does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.