Indianapolis…Emmis Communications Corporation (NASDAQ: EMMS) announced today that it has commenced a tender offer and consent solicitation for any and all of its $286.275 million principal amount at maturity 12-1/2% Senior Discount Notes due 2011 and that Emmis Operating Company has commenced a tender offer and consent solicitation for any and all of its $300 million principal amount 8-1/8% Senior Subordinated Notes due 2009. The total consideration (including the consent payment described below) in connection with the offers is $1,000 per $1,000 principal amount at maturity for the Senior Discount Notes and $1,043.13 per $1,000 principal amount plus accrued but unpaid interest for the Senior Subordinated Notes. The terms and conditions of the tender offer are set forth in an Offer to Purchase and Consent Solicitation Statement dated April 14, 2004.
In conjunction with the tender offer, each company is soliciting the consent of holders of Notes to eliminate substantially all of the restrictive covenants and certain events of default under the indentures for the Notes.
The consent payment of $15.00 per $1,000 principal amount at maturity of the Senior Discount Notes and the consent payment of $2.50 per $1,000 principal amount of the Senior Subordinated Notes will be paid only for the Notes tendered prior to the Consent Payment Deadline, which will be 5:00 p.m., New York City Time, on April 26, 2004, unless extended. Holders who tender their Notes into the tender offer after the Consent Payment Deadline will receive the consideration described above less the consent payment amount. Notes may not be tendered without delivering consents to the amendment to the indentures for the Notes as described above.
The tender offers commenced today will expire at 12:00 a.m., midnight, New York City Time, on May 11, 2004, unless extended. Closing of the tender offers is subject to: (i) the consummation of any necessary debt financing to fund the total consideration for the Notes tendered and to refinance the existing credit facility of Emmis Operating Company; (ii) the tender of a majority in principal amount of each class of Notes by the holders; (iii) the receipt of the requisite consents from the holders of Notes; and (iv) certain other customary conditions.
Goldman, Sachs & Co., Deutsche Bank Securities Inc., Banc of America Securities LLC and Credit Suisse First Boston LLC are the Dealer Managers and Solicitation Agents for the tender offer and consent solicitation. Questions concerning the tender offer or consent solicitation may be directed to Goldman, Sachs & Co. toll-free at (800) 828-3182 or at (212) 357-3019. The Information Agent is Georgeson Shareholder Communications Inc. Copies of documents may be obtained from Georgeson Shareholder Communications Inc., at (212) 440-9800 or toll-free at (866) 399-8748.
This news release is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The offer is being made only by reference to the Offer to Purchase and Consent Solicitation Statement and related applicable Consent and Letter of Transmittal dated April 14, 2004.
Emmis – Great Media, Great People, Great Service sm
Emmis is an Indianapolis-based diversified media firm with radio broadcasting, television broadcasting and magazine publishing operations. Emmis’ 23 FM and four AM domestic radio stations serve the nation’s largest markets of New York, Los Angeles and Chicago as well as Austin, Phoenix, St. Louis, Indianapolis and Terre Haute, IN. In addition, Emmis owns two radio networks, three international radio stations, sixteen television stations, award-winning regional and specialty magazines and ancillary business in broadcast sales and publishing.
Emmis Communications Corporation is a holding company and conducts substantially all of its business operations through Emmis Operating Company and its subsidiaries. Emmis Operating Company is a wholly-owned subsidiary of Emmis Communications Corporation.
Certain statements included above which are not statements of historical facts, including financial data for quarters or other periods that are not yet completed and statements identified with the words “continues,” “expect,” “will,” or “would” are intended to be, and are, identified as “forward-looking statements,” as defined in the Securities and Exchange Act of 1934, as amended, and involve known or unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Emmis to be materially different from any future result, performance or achievement expressed or implied by such forward-looking statement. Such factors include, among others, the ability of Emmis to complete the financing necessary to complete the tender offers, general economic and business conditions; fluctuations in the demand for advertising; increased competition in the broadcasting industry including the implementation of competing formats in large markets; changes in the costs of programming; changes in interest rates; inability to close pending acquisitions or to grow through suitable acquisitions, including the desired radio; future terrorist attacks or other large-scale disasters; and other factors mentioned in documents filed by Emmis with the Securities and Exchange Commission. Emmis does not undertake any obligation to publicly update or revise any forward-looking statements.