INDIANAPOLIS, IN — (PR Newswire –July 8, 2022) – Emmis Communications Corporation (OTC: EMMS) (“Emmis” or the “Company”) confirmed today it commenced on July 1, 2022, a tender offer to repurchase up to one million shares of its Class A common stock, at prices of not greater than $3.75 nor less than $2.75 per share. The tender offer is scheduled to expire, unless extended by the Company, at 5:00 P.M., New York City Time, on Friday, August 5, 2022.
Emmis management and its Board of Directors have evaluated our operations, strategy and expectations for the future and believe that the tender is a prudent use of Emmis’ financial resources given its business profile and assets. With the cessation of public quotations on Emmis’ Class A common stock through the OTC Market due to the implementation of SEC rule 15c2-11, Emmis also believes that a tender offer may provide liquidity for those shareholders looking for liquidity. The Company will fund the purchase of tendered shares primarily from cash on hand and borrowings under an existing $1.6 million line of credit.
Holders of Class A common stock will have the opportunity to tender some or all of their shares for purchase by the Company at prices (in increments of $0.25) of not greater than $3.75 nor less than $2.75 per share. Emmis will select the lowest tendered purchase prices that will allow the Company to buy 1,000,000 Class A shares or, if a lesser number of Class A shares are properly tendered, all Class A shares that are properly tendered and not withdrawn. Class A shares acquired in the tender offer will be acquired at the purchase price at which they were tendered. The Company also reserves the right to purchase up to an additional 2.0% of its Class A common stock outstanding, or approximately 182,200 additional shares, without amending or extending the tender offer. Assuming one million Class A common shares are tendered, Emmis would repurchase approximately 11.0% of the Class A shares issued and outstanding as of July 1, 2022, and approximately 9.3% of Emmis’ total common stock, which includes Class B common stock not subject to the tender offer.
Each shareholder whose shares are purchased via this tender offer will be paid the price at which the shares were tendered within the range of prices set by the Company, net in cash, without interest, after the expiration of the tender offer period. The tender offer is not contingent upon obtaining financing, but is contingent upon at least 250,000 shares being tendered. The tender offer is subject to a number of other terms and conditions specified in the Offer to Purchase that was mailed to shareholders beginning on July 1, 2022. Emmis’ directors, and executive officers have informed the Company that they do not intend to participate in the tender offer.
The Information Agent for the offer is Alliance Advisors, LLC, and the Depositary is Broadridge, Inc. None of the Company’s Board of Directors or executive officers, the Information Agent, or the Depositary makes any recommendation to shareholders as to whether to tender or refrain from tendering their Class A common stock, how many shares to tender or the price or prices at which they should tender their Class A common stock.
This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of Class A common stock. The tender offer is made solely by the Offer to Purchase and the related Letter of Transmittal. Shareholders are urged to read the Company’s Offer to Purchase and the related Letter of Transmittal.
This news release contains, in addition to historical information, forward-looking statements related to the proposed tender offer, including the timing, total number of shares to be purchased under the proposed tender offer, the intent of directors and executive officers not to participate in the offer and the process for the proposed tender offer. Such statements are based on management’s current expectations and are subject to a number of uncertainties and risks, which could cause actual results to differ materially from those described in the forward-looking statements. Information about potential factors that could affect Emmis’s business, results of operations and financial condition is included in the Risk Factors sections of the Offer to Purchase. All forward-looking statements included in this document are based on information available to Emmis as of the date of this document, and except to the extent Emmis may be required to update such information under any applicable securities laws, Emmis assumes no obligation to update such forward-looking statements.
Emmis Communications Corporation (OTC Markets: EMMS) currently owns 4 FM and 2 AM radio stations in New York and Indianapolis, as well as Indianapolis Monthly magazine. Emmis also owns Lencore (the world leader in high-quality sound masking solutions for offices and other commercial applications), a controlling interest in Digonex (which provides dynamic pricing solutions for attractions, performing arts organizations, and other industries), and Sound That Brands (the Los Angeles-based podcasting studio specializing in branded audio content for national advertisers).
Ryan A. Hornaday, Chief Financial Officer