JS Acquisition, Inc. Further Extends Tender Offer to Purchase Class A Common Stock of Emmis Communications for $2.40 per Share in Cash
INDIANAPOLIS, Aug. 30 /PRNewswire/ — (Nasdaq: EMMS) JS Acquisition, Inc., an
Indiana corporation (“JS Acquisition”) whose equity securities are owned
entirely by Mr. Jeffrey H. Smulyan, the Chairman, Chief Executive Officer and
President of Emmis Communications Corporation (“Emmis”), and JS Acquisition,
LLC, an Indiana limited liability company (“JS Parent”) that is wholly owned by
Mr. Smulyan, today announced that it is further extending its offer to purchase
all of Emmis’ outstanding shares of Class A Common Stock for $2.40 per share in
cash until 5:00 p.m., New York City time, on Thursday, September 2, 2010. The
tender offer, as previously extended, was originally scheduled to expire at 5:00
p.m., New York City time, on Friday, August 27, 2010.
Also, Emmis announced today that it is further extending its offer to issue 12%
PIK Senior Subordinated Notes due 2017 (“New Notes”) in exchange for Emmis’
6.25% Series A Cumulative Convertible Preferred Stock (“Preferred Stock”) at a
rate of $30.00 principal amount of New Notes for each $50.00 of liquidation
preference of Preferred Stock until 5:00 p.m., New York City time, on Thursday,
September 2, 2010. The exchange offer, as previously extended, was originally
scheduled to expire at 5:00 p.m., New York City time, on Friday, August 27,
2010. In addition, the special meeting of Emmis shareholders held at 6:30 p.m.,
local time, on Friday, August 27, 2010, to vote on certain amendments to the
terms of the Preferred Stock, was initially adjourned until 8:00 a.m., local
time, on Monday, August 30, 2010, and subsequently adjourned until 6:30 p.m.,
local time, on Thursday, September 2, 2010, at One Emmis Plaza, 40 Monument
Circle, Indianapolis, Indiana 46204.
The offers are being further extended because Emmis, JS Parent, JS Acquisition
and Mr. Smulyan are continuing their discussions in an effort to reach an
agreement with Alden Global Capital (“Alden”), a private asset management
company that had previously agreed to provide financing for the tender offer
through an affiliate, and a group of holders of approximately 38.3% of the
outstanding shares of Preferred Stock in the aggregate who have previously
indicated that they would vote against the matters to be voted on at the special
meeting. During the past several weeks, Emmis, JS Parent, JS Acquisition, Mr.
Smulyan, Alden and the representatives of the group of holders of Preferred
Stock negotiated and agreed in principle on revised economic terms for the
contemplated transactions that each indicated it would support. Subsequently,
Alden has informed Emmis, JS Parent, JS Acquisition and Mr. Smulyan that it
would no longer support the negotiated terms. Accordingly, although discussions
are continuing, JS Acquisition believes it is unlikely that an agreement will be
reached with either Alden or the group of holders of Preferred Stock.
As of 5:00 p.m., New York City time, on Friday, August 27, 2010, 21,274,709.46
Class A shares had been tendered into and not withdrawn from the tender offer.
If not withdrawn at or prior to the expiration of the tender offer, such shares
would satisfy the Minimum Tender Condition. In addition, 422,403 shares of
Preferred Stock had been tendered into and not withdrawn from the exchange
offer.
About JS Acquisition and JS Acquisition, LLC
JS Acquisition is an Indiana corporation owned by Mr. Smulyan and JS Parent. JS
Acquisition was formed for the purpose of engaging in a going private
transaction with Emmis and has carried on no other activities other than in
connection with the tender offer, the merger and prior potential going private
transactions. JS Parent is an Indiana limited liability company that is wholly
owned by Mr. Smulyan.
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 (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/SCHEDULE 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”.
Media Contact: Kate Snedeker















