Indianapolis, IN (NASDAQ: EMMS) —
July 6, 2010 — Emmis Communications Corporation (“Emmis”), an Indiana
corporation, announced that it has commenced an offer to exchange (the
“Exchange Offer”) any and all shares of Emmis’ outstanding 6.25% Series A Cumulative Convertible
Preferred Stock (the “Existing Preferred Stock”) for 12% PIK Senior Subordinated Notes due 2017
(the “New Notes”) at a rate of $30.00 principal amount of New Notes for each
$50.00 of liquidation preference (excluding accrued and unpaid dividends) of
Existing Preferred Stock. Emmis
also announced a special shareholders’ meeting to be held on Tuesday, August 3,
2010, at 6:30 p.m., local time, at One Emmis Plaza, 40 Monument Circle,
Indianapolis, Indiana 46204, for the purpose of voting on amendments (the
“Proposed Amendments”) to the terms of the Existing Preferred Stock.
The Exchange Offer is scheduled
to expire at 5:00 p.m., New York City time on Tuesday, August 3, 2010, unless
extended in accordance with its terms, and is subject to the conditions set
forth in a Proxy Statement/Offer to Exchange dated July 6, 2010. Copies of the Proxy Statement/Offer to
Exchange and the related letter of transmittal are being mailed to holders of
Existing Preferred Stock and are available without charge at www.sec.gov or from BNY Mellon Shareowner
Services in the manner described below under the heading “Important
Information.”
In addition, Emmis has been
informed that JS Acquisition, Inc., an Indiana corporation (“JS Acquisition”)
owned by Jeffrey H. Smulyan, the Chairman, Chief Executive Officer and
President of Emmis, is extending until 5:00 p.m., New York City time, on
Tuesday, August 3, 2010, its offer (the “JS Acquisition Tender Offer”) to
purchase all of Emmis’ outstanding shares of Class A common stock for $2.40 per
share in cash in order to coordinate the timing of the deadlines of the JS
Acquisition Tender Offer and the Exchange Offer.
The completion of the Exchange
Offer will be subject to certain conditions including, the approval of the Proposed
Amendments and the minimum number of shares of Class A common stock, which as
of June 16, 2010 would equal 32.8% of the outstanding shares of Class A
common stock, having been validly tendered and not withdrawn in the JS
Acquisition Tender Offer. Exchanging holders of Existing Preferred Stock will
not be entitled to receive any dividends with respect to their exchanged shares,
including unpaid dividends accumulated to date.
The Proposed Amendments will not
become effective unless two thirds of the shares of Existing Preferred Stock are
voted in favor of the Proposed Amendments and more shares of Emmis common stock
are voted in favor of the Proposed Amendments than against. In addition, the
Proposed Amendments will not become effective unless all conditions precedent
to the completion of the Exchange Offer (other than the adoption and
effectiveness of the Proposed Amendments) have been satisfied or waived.
The Exchange Offer is not being
made to holders of shares in any jurisdiction in which the making or acceptance
thereof would not be in compliance with the securities, blue sky or other laws
of such jurisdiction.
About Emmis
Emmis Communications Corporation
is a diversified media company, principally focused on radio broadcasting.
Emmis operates the 8th largest publicly traded radio portfolio in
the United States based on total listeners. As of February 28, 2010, Emmis
owns and operate seven FM radio stations serving the nation’s top three markets
– New York, Los Angeles and Chicago, although one of Emmis’ FM radio stations
in Los Angeles is operated pursuant to a Local Marketing Agreement whereby a
third party provides the programming for the station and sells all advertising
within that programming. Additionally, Emmis owns and operates fourteen FM and
two AM radio stations with strong positions in St. Louis, Austin (Emmis has a
50.1% controlling interest in Emmis’ radio stations located there),
Indianapolis and Terre Haute, IN.
In addition to Emmis’ domestic
radio properties, Emmis operates an international radio business and publishes
several city and regional magazines. Internationally, Emmis owns and operates
national radio networks in Slovakia and Bulgaria. Emmis’ publishing operations
consists of Texas Monthly, Los Angeles, Atlanta, Indianapolis
Monthly, Cincinnati, Orange Coast, and Country Sampler and
related magazines. Emmis also engages in various businesses ancillary to Emmis’
broadcasting business, such as website design and development, broadcast tower
leasing and operating a news information radio network in Indiana.
Emmis’ news releases and other
information are available on the company’s website at www.emmis.com.
IMPORTANT INFORMATION
THIS PRESS RELEASE IS FOR
INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO PURCHASE OR
EXCHANGE OR THE SOLICITATION OF AN OFFER TO SELL OR EXCHANGE CLASS A COMMON
STOCK, PREFERRED STOCK, STOCK OPTIONS, RESTRICTED STOCK, DEBT OR OTHER
SECURITIES OF EMMIS.
JS ACQUISITION HAS COMMENCED AN
OFFER TO PURCHASE SHARES OF CLASS A COMMON STOCK OF EMMIS (THE “TENDER OFFER”)
PURSUANT TO THE OFFER TO PURCHASE AND RELATED LETTER OF TRANSMITTAL, DATED JUNE
2, 2010 (TOGETHER WITH AMENDMENTS AND SUPPLEMENTS THERETO, THE “TENDER OFFER
DOCUMENTS”) THAT WAS FILED UNDER COVER OF A COMBINED SCHEDULE TO/13E-3 TRANSACTION
STATEMENT WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE
“SEC”). THE TENDER OFFER DOCUMENTS HAVE BEEN DISTRIBUTED TO EMMIS’
SHAREHOLDERS. THIS PRESS RELEASE IS NOT A SUBSTITUTE FOR THE TENDER OFFER
DOCUMENTS.
IN CONNECTION WITH THE TENDER
OFFER, EMMIS HAS COMMENCED AN OFFER TO ISSUE NEW 12% PIK SENIOR SUBORDINATED
NOTES DUE 2017 IN EXCHANGE FOR EMMIS’ 6.25% SERIES A CUMULATIVE CONVERTIBLE
PREFERRED STOCK (THE “EXCHANGE OFFER”). ALSO, IN CONNECTION WITH THE EXCHANGE
OFFER AND THE TENDER OFFER, EMMIS IS SOLICITING PROXIES (THE “PROXY
SOLICITATION”) FROM ITS COMMON AND PREFERRED SHAREHOLDERS TO VOTE IN FAVOR OF
CERTAIN PROPOSED AMENDMENTS TO EMMIS’ ARTICLES OF INCORPORATION. THE EXCHANGE
OFFER AND PROXY SOLICITATION HAVE BOTH COMMENCED PURSUANT TO A DEFINITIVE OFFER
TO EXCHANGE, DEFINITIVE PROXY STATEMENT AND THEIR RESPECTIVE LETTERS OF
TRANSMITTAL AND OTHER RELATED MATERIALS, DATED JULY 6, 2010 (TOGETHER WITH
AMENDMENTS AND SUPPLEMENTS THERETO, THE “EXCHANGE OFFER DOCUMENTS”, AND
COLLECTIVELY WITH THE TENDER OFFER DOCUMENTS, THE “DISCLOSURE DOCUMENTS”) THAT
WERE FILED UNDER COVER OF A COMBINED SCHEDULE TO/ SCHEDULE 13E-3 TRANSACTION
STATEMENT WITH THE SEC. THE EXCHANGE OFFER DOCUMENTS HAVE BEEN DISTRIBUTED TO EMMIS’ SHAREHOLDERS, AND
THIS PRESS RELEASE IS NOT A SUBSTITUTE FOR THE EXCHANGE OFFER DOCUMENTS.
SHAREHOLDERS AND INVESTORS SHOULD
READ CAREFULLY THE DISCLOSURE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT
INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO THE TENDER
OFFER, THE EXCHANGE OFFER AND THE PROXY SOLICITATION (THE “TRANSACTIONS”).
INVESTORS MAY OBTAIN FREE COPIES OF THE DISCLOSURE DOCUMENTS, INCLUDING THE
LETTERS OF TRANSMITTAL, AT THE SEC’S WEB SITE AT WWW.SEC.GOV. IN ADDITION,
COPIES OF THE DISCLOSURE DOCUMENTS, INCLUDING THE LETTERS OF TRANSMITTAL, MAY
BE OBTAINED FOR FREE BY DIRECTING SUCH REQUESTS TO BNY SHAREOWNER SERVICES, THE
INFORMATION AGENT FOR THE TRANSACTIONS, AT 1-866-301-0524. SHAREHOLDERS ARE
URGED TO CAREFULLY READ THESE MATERIALS PRIOR TO MAKING ANY DECISION WITH
RESPECT TO THE TRANSACTIONS.
EMMIS AND ITS DIRECTORS AND
OFFICERS AND OTHER MEMBERS OF MANAGEMENT AND EMPLOYEES MAY BE DEEMED TO BE
PARTICIPANTS IN THE SOLICITATION OF PROXIES. INFORMATION REGARDING EMMIS’
DIRECTORS AND EXECUTIVE OFFICERS IS DETAILED IN ITS PROXY STATEMENTS AND ANNUAL
REPORTS ON FORM 10-K. SUCH INFORMATION IS ALSO CONTAINED IN THE EXCHANGE OFFER
DOCUMENTS.
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS
This press release includes
information that could constitute forward-looking statements made pursuant to
the safe harbor provision of the Private Securities Litigation Reform Act of
1995. These forward-looking statements include, among others, statements about
Emmis’ beliefs, plans, objectives, goals, expectations, estimates and
intentions that are subject to significant risks and uncertainties and are
subject to change based on various factors, many of which are beyond our
control. The words “may,” “could,” “should,” “would,” “believe,” “anticipate,”
“estimate,” “expect,” “intend,” “plan,” “target,” “goal,” and similar
expressions are intended to identify forward-looking statements. All
forward-looking statements, by their nature, are subject to risks and
uncertainties. Although Emmis believes that the expectations reflected in such
forward-looking statements are based upon reasonable assumptions, Emmis’ actual
results could differ materially from those described in the forward-looking
statements.
Emmis’ ability to achieve its
objectives could be adversely affected by the factors discussed in its Annual
Report on Form 10-K, as amended,
for the fiscal year ended February 28, 2010 and Definitive Proxy
Statement/Offer to Exchange filed with the SEC on July 6, 2010, as well as,
among others: (1) the occurrence of any event, change or other circumstances
that could give rise to the inability to complete the proposed transactions
described above due to the failure to satisfy the conditions required to
complete the proposed transactions, (2) the outcome of any legal proceedings
that have been and may be instituted against Emmis and others following
announcement of the proposed transactions, (3) the ability to recognize the
benefits of the proposed transactions, (4) the amount of the costs, fees,
expenses and charges related to the proposed transactions, (5) general industry
conditions such as the competitive environment, (6) regulatory matters and
risks, (7) legislative developments, (8) changes in tax and other laws and the
effect of changes in general economic conditions, (9) the risk that a condition
to closing of the proposed transactions may not be satisfied, and (10) other
risks to consummation of the proposed transactions, including the risk that the
proposed transactions will not be consummated within the expected time period.
Many of the factors that will
determine the outcome of the subject matter of this press release are beyond
Emmis’ ability to control or predict. Emmis undertakes no obligation to revise
or update any forward-looking statements, or to make any other forward-looking
statements, whether as a result of new information, future events or otherwise,
except as otherwise required by law. Additional information regarding these
risk factors and uncertainties is detailed from time to time in Emmis’ filings
with the SEC, including but not limited to its Annual Report on Form 10-K, as
amended, for the fiscal year ended February 28, 2010 and Definitive Proxy
Statement/Offer to Exchange filed with the SEC on July 6, 2010. These filings
are also available for viewing on Emmis’ website. To access this information on
Emmis’ website, please visit www.emmis.com and click on “Investors”, “SEC
Filings”