INDIANAPOLIS, IN — (PR Newswire – October 27, 2021) – Emmis Communications Corporation (OTC: EMMS) (“Emmis” or the “Company”) confirmed today it commenced on October 21 2021, a tender offer to repurchase up to two million shares of its Class A common stock, at a price of $2.60 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, November 19, 2021.
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 our financial resources given our business profile and our assets. With the September 27, 2021, cessation of public quotations on our 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 $5.0 million line of credit.
Holders of shares of Class A common stock will have the opportunity to tender some or all of their shares for purchase by the Company at a price of $2.60 per share. The Company also reserves the right to purchase up to an additional 2.0% of its Class A common stock outstanding, or approximately 242,700 additional shares, without amending or extending the tender offer. Assuming two million shares of Class A common stock are tendered, Emmis would repurchase approximately 16.5% of the shares of Class A common stock issued and outstanding as of October 21, 2021, and approximately 14.7% of our total common stock, which include shares of Class B common stock not subject to the tender offer.
The Class A common stock is traded on the OTC Market under the symbol “EMMS.” On September 27, 2021, the last full trading day before SEC Rule 15c2-11 took effect and the Class A common stock ceased to be publicly quoted on the OTC Market, the closing price of the Class A shares on the OTC Market was $2.05 per share. While the Company understands that our Class A common stock has been quoted on the OTC Expert Market since September 27, 2021 (with Bloomberg having reported slightly more than 100 shares as having traded prior to October 16, 2021 in odd lot sales at prices between $0.80 and $2.05), the OTC’s public website only lists two trades in Class A shares as having occurred between the day SEC Rule 15c2-11 took effect and October 15, 2021; trades of an aggregate of 700 shares at $0.80 and $1.00 per share.
Shareholders whose shares are purchased via this tender offer will be paid $2.60 per share, net in cash, without interest, after the expiration of the tender offer period. The tender offer is not contingent upon obtaining financing or any minimum number of 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 on October 21, 2021. Our directors, and executive officers have informed us that they do not intend to participate in the tender offer, except that some of our executive officers and directors have advised us that they intend to tender in the aggregate less than 20,000 shares of their Class A common stock in order to realize tax losses.
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.
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 will be 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 certain directors 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 a controlling interest in Digonex, which provides dynamic pricing solutions across multiple industries, and Lencore, the world leader in high-quality sound masking solutions for offices and other commercial applications.
Ryan A. Hornaday, Chief Financial Officer