Emmis Communications Corporation Files Amended Documents, and JS Acquisition, Inc. Announces Extension of Cash Tender Offer to Purchase Class A Common Stock of Emmis
Emmis Communications Corporation Files Amended Documents, and JS
Acquisition, Inc. Announces Extension of Cash Tender Offer to Purchase
Class A Common Stock of Emmis
PR Newswire — June 23, 2010
INDIANAPOLIS, June 23 /PRNewswire-FirstCall/ — Emmis Communications Corporation
(“Emmis”) (Nasdaq: EMMS) announced today that it has filed with the Securities
and Exchange Commission amended disclosure documents relating to its offer (the
“Exchange Offer”) to issue its 12% PIK Senior Subordinated Notes due 2017 in
exchange for its currently outstanding 6.25% Series A Cumulative Convertible
Preferred Stock. Emmis has not commenced the Exchange Offer and expects to do so
shortly after completion of the SEC review process. Any securities tendered into
the Exchange Offer prior to its commencement will be returned to the holder
tendering the securities. Emmis will issue a press release announcing the
Exchange Offer once it has commenced.
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 Friday, July 30, 2010, its offer (the “JS Acquisition Tender
Offer”) to purchase substantially all of Emmis’ outstanding shares of Class A
Common Stock for $2.40 per share in cash in order to be able to coordinate the
timing of the planned deadlines of the JS Acquisition Tender Offer and the
Exchange Offer.
For more information, please contact BNY Mellon Shareowner Services, which
serves as Information Agent and Exchange Agent in connection with the Exchange
Offer. The Information Agent’s telephone number is (201) 680-6579 or (866)
301-0524 (toll free) and the Exchange Agent’s telephone number is (201) 680-6579
or (800) 777-3674 (toll free).
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 operates 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 Samplerand
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 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.
SHAREHOLDERS AND INVESTORS SHOULD READ CAREFULLY THE TENDER OFFER DOCUMENTS
BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND
CONDITIONS TO THE TENDER OFFER. INVESTORS MAY OBTAIN FREE COPIES OF THE TENDER
OFFER DOCUMENTS AT THE SEC’S WEB SITE AT WWW.SEC.GOV. IN ADDITION, COPIES OF THE
TENDER OFFER DOCUMENTS MAY BE OBTAINED FOR FREE BY DIRECTING SUCH REQUESTS TO
BNY SHAREOWNER SERVICES, THE INFORMATION AGENT FOR THE TENDER OFFER, AT
1-866-301-0524. SHAREHOLDERS ARE URGED TO CAREFULLY READ THESE MATERIALS PRIOR
TO MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER.
IN CONNECTION WITH THE TENDER OFFER, EMMIS INTENDS TO COMMENCE 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 WILL BE
SOLICITING PROXIES (THE “PROXY SOLICITATION”) FROM ITS COMMON AND PREFERRED
SHAREHOLDERS TO VOTE IN FAVOR OF CERTAIN PROPOSED AMENDMENTS TO EMMIS’ ARTICLES
OF INCORPORATION. EMMIS HAS NOT COMMENCED EITHER THE EXCHANGE OFFER OR THE PROXY
SOLICITATION. THE EXCHANGE OFFER AND PROXY SOLICITATION WILL BE COMMENCED
PURSUANT TO A DEFINITIVE OFFER TO EXCHANGE, DEFINITIVE PROXY STATEMENTS AND
THEIR RESPECTIVE LETTERS OF TRANSMITTAL AND OTHER RELATED MATERIALS (THE
“DEFINITIVE DOCUMENTS”) THAT WILL BE DISTRIBUTED TO EMMIS’ SHAREHOLDERS AND
FILED WITH THE SEC. THIS PRESS RELEASE IS NOT A SUBSTITUTE FOR THE DEFINITIVE
DOCUMENTS.
SHAREHOLDERS AND INVESTORS SHOULD READ CAREFULLY THE DEFINITIVE DOCUMENTS WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING
THE VARIOUS TERMS OF, AND CONDITIONS TO THE PROPOSED EXCHANGE OFFER AND THE
PROXY SOLICITATION. THE DEFINITIVE DOCUMENTS WILL BE FILED WITH THE SEC.
INVESTORS MAY OBTAIN FREE COPIES OF THE DEFINITIVE DOCUMENTS THAT WILL BE FILED
WITH THE SEC (WHEN AVAILABLE) AT THE SEC’S WEB SITE AT WWW.SEC.GOV. IN ADDITION,
COPIES OF THE DEFINITIVE DOCUMENTS MAY BE OBTAINED FOR FREE (WHEN AVAILABLE) BY
DIRECTING SUCH REQUESTS TO BNY SHAREOWNER SERVICES, THE INFORMATION AGENT FOR
THE EXCHANGE OFFER AND PROXY SOLICITATION, AT 1-866-301-0524. SHAREHOLDERS ARE
URGED TO CAREFULLY READ THE DEFINITIVE DOCUMENTS PRIOR TO MAKING ANY DECISION
WITH RESPECT TO THE PROPOSED EXCHANGE OFFER OR THE PROXY SOLICITATION.
EMMIS AND ITS DIRECTORS AND OFFICERS AND OTHER MEMBERS OF MANAGEMENT AND
EMPLOYEES MAY BE DEEMED TO BE PARTICIPANTS IN THAT SOLICITATION OF PROXIES.
INFORMATION REGARDING EMMIS’ DIRECTORS AND EXECUTIVE OFFICERS IS DETAILED IN ITS
PROXY STATEMENTS AND ANNUAL REPORTS ON FORM 10-K, PREVIOUSLY FILED WITH THE SEC
AND THE PRELIMINARY PROXY STATEMENT WITH RESPECT TO THE PROPOSED AMENDMENTS, AS
MAY BE AMENDED FROM TIME TO TIME, WHICH WAS FILED WITH THE SEC ON MAY 27, 2010.
SUCH INFORMATION WILL ALSO BE CONTAINED IN THE DEFINITIVE DOCUMENTS, ONCE THEY
ARE AVAILABLE.
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 for the fiscal year ended
February 28, 2010 and Preliminary Proxy Statement/Offer to Exchange filed with
the SEC on May 27, 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. 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 for the fiscal year ended February 28, 2010 and Preliminary
Proxy Statement/Offer to Exchange filed with the SEC on May 27, 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”.
SOURCE Emmis Communications Corporation















