$4.10 Cash Per Share Offered For Emmis Communications Corporation’s Public Shares
For Immediate Release
Contact: Ryan Hornaday, EVP/CFO & Treasurer, rhornaday@emmis.com, 317.266.0100
Acquisition Proposal:
Indianapolis, IN, August 18, 2016 – Emmis Communications Corporation (NASDAQ: EMMS) (“Emmis”) today announced that E Acquisition Corporation, an Indiana corporation currently owned by Jeffrey H. Smulyan, the Chairman, Chief Executive Officer and controlling shareholder of Emmis, and expected to be also owned by certain directors, officers and other shareholders of Emmis (“Purchaser”), has made a non-binding proposal to acquire the outstanding publicly held shares of Emmis for $4.10 per share in cash.
According to the proposal, the offer price represents premiums of approximately 25% and 3%, respectively, over the over the 90-day volume weighted average closing price and closing price of Emmis’ Class A Common Stock on August 17, 2016, the last trading day prior to the proposal.
The proposal states that the transaction would likely be implemented through a merger of Emmis with the Purchaser. The Proposal contemplates that, if the proposed transaction is consummated, Emmis would no longer be a reporting company registered with the Securities and Exchange Commission and would no longer have any public shareholders with stock traded on Nasdaq.
The proposal does not include a financing condition, and it states that the Purchaser has obtained a committed acquisition facility from an affiliate of Falcon Investment Advisors, LLC. Moelis & Company provided financial advice in connection with securing this financing commitment and related matters. In conjunction with the possible merger, Purchaser proposes to amend the terms of certain of Emmis’ outstanding debt, and the proposal indicates that, if a transaction is consummated, Purchaser intends to reduce Emmis’ indebtedness by selling certain non-core assets of the business. Accordingly, the Board of Directors has authorized Emmis to explore strategic alternatives for its publishing division (other than Indianapolis Monthly magazine), WLIB-AM (New York, New York) and its radio stations in Terre Haute, Indiana.
The proposal further states that Purchaser intends to invite certain other investors, which are expected to include certain other officers and directors of Emmis and a limited number of other accredited investors, to join in the offer as proposed by acquiring equity interests in the Purchaser.
The proposal is subject to (i) reasonably satisfactory completion of due diligence, other than business or operational due diligence, by the financing sources, (ii) negotiation and execution of definitive financing and transaction documentation satisfactory to Purchaser and to Emmis, (iii) receipt of certain amendments to Emmis’ existing debt, (iv) absence of a material adverse change with respect to Emmis and (v) receipt of all necessary government regulatory approvals, which Purchaser currently expects will be limited to Federal Communications Commission approvals and, if applicable, compliance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
The proposal also states that the transaction will be subject to approval by Emmis’ shareholders. Under the terms of Emmis’ articles of incorporation, the transaction will be a “going private” transaction involving Emmis and a purchaser affiliated with Mr. Smulyan. The articles provide that in such circumstances, the Class A Common Stock and Class B Common Stock will vote together as a single class, with holders of the Class B Common Stock receiving one vote per share, rather than the ten votes per share they receive for any transaction that is not a “going private” transaction for purposes of Emmis’ articles of incorporation. In such vote, Mr. Smulyan owns shares of Emmis representing approximately 13% of the combined voting power of shares entitled to vote on the proposal (calculated in each case to include shares issuable under all options exercisable currently or within 60 days).
In its proposal, Purchaser advised the Board of Directors of Emmis that Mr. Smulyan will not agree to any other transaction involving Emmis or his shares of Emmis. Under the terms of Emmis’ articles of incorporation, on any such other transaction (other than the “going private” transaction described above) that requires the approval of Emmis’ shareholders, the Class A Common Stock and Class B Common Stock will vote together as a single class, with each share of Class A Common Stock entitled to one vote per share and each share of Class B Common Stock entitled to ten votes per share. Mr. Smulyan would in such circumstances have approximately 52% of the combined voting power entitled to vote on any such other transaction (calculated to include shares issuable under all options exercisable currently or within 60 days), thereby giving him the ability to prevent Emmis from engaging in any such other transaction.
In response to the proposal, the Board of Directors of Emmis announced that it has formed a Special Committee of disinterested directors to consider the proposal. The Special Committee is authorized to select its own financial and legal advisors. Mr. Smulyan and the other directors of Emmis who will join Purchaser will not participate in the evaluation of the proposal, which requires the recommendation of the Special Committee and the approval of the Board of Directors before going to shareholders for consideration.
Emmis expects this process to have no impact on day-to-day operations.
No assurance can be given that an agreement on terms satisfactory to the Special Committee or the Board of Directors will result from the proposal or that any transaction will be completed.
Emmis does not anticipate making any further announcement concerning the proposal unless and until a definitive agreement is reached. If and when the parties reach a definitive agreement with respect to the proposal, Emmis and Purchaser will file appropriate materials with the Securities and Exchange Commission and mail such materials to Emmis shareholders. Shareholders and other interested parties should read Emmis’ relevant documents filed with the SEC when they become available because they will contain important information. Emmis’ shareholders will be able to obtain such documents free of charge at the SEC’s web site (www.sec.gov) or from Emmis at One Emmis Plaza, 40 Monument Circle, Suite 700, Indianapolis, Indiana 46204, Attn: Scott Enright.
Emmis Communications – Great Media, Great People, Great Service®
Emmis Communications Corporation is a diversified media company, principally focused on radio broadcasting. Emmis owns 19 FM and 4 AM radio stations in New York, Los Angeles, St. Louis, Austin (Emmis has a 50.1% controlling interest in Emmis’ radio stations located there), Indianapolis and Terre Haute, IN. Emmis also developed and licenses TagStation®, a cloud-based software platform that allows a broadcaster to manage album art, metadata and enhanced advertising on its various broadcasts, and developed NextRadio®, a smartphone application that marries over-the-air FM radio broadcasts with visual and interactive features on smartphones.
Note: Statements in this release represent the parties’ current intentions, plans, expectations and beliefs and involve risks and uncertainties that could cause actual events to differ materially from the events described in this release, including risks or uncertainties related to the success of the negotiations with the special committee and whether the merger will be completed, as well as changes in general economic conditions, stock market trading conditions, tax law requirements or government regulation, and changes in the broadband communications industry or the business or prospects of Emmis. The reader is cautioned that these factors, as well as other factors described or to be described in SEC filings with respect to the transaction, are among the factors that could cause actual events or results to differ materially from the current expectations described herein. No agreement, arrangement or understanding with respect to the acquisition of the stock of Emmis described above shall be created (or deemed created for any purpose) until such time as definitive documentation providing for any such agreement, arrangement, or understanding has been approved by the special committee and the Board of Directors of Emmis and thereafter executed and delivered by Emmis and all other relevant persons. Certain statements included in this release which are not statements of historical fact, including but not limited to those identified with the words “expect,” “will” or “look” are intended to be, and are, by this Note, identified as “forward-looking statements,” as defined in the Securities and Exchange Act of 1934, as amended. Such statements involve known and 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:
- general economic and business conditions;
- fluctuations in the demand for advertising and demand for different types of advertising media;
- our ability to service our outstanding debt;
- competition from new or different technologies;
- increased competition in our markets and the broadcasting industry, including our competitors changing the format of a station they operate to more directly compete with a station we operate in the same market;
- our ability to attract and secure programming, on-air talent, writers and photographers;
- 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;
- Purchaser’s offer to purchase being terminated or modified materially;
- increases in the costs of programming, including on-air talent;
- inability to grow through suitable acquisitions or to consummate dispositions;
- new or changing regulations of the Federal Communications Commission or other governmental agencies;
- war, terrorist acts or political instability;
- and other factors mentioned in documents filed by Emmis with the Securities and Exchange Commission