RadioInsight

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Jeff Smulyan Extends Emmis Privatization Offer

Posted: 30 Sep 2016 02:25 PM PDT
https://radioinsight.com/blog/headli...t-some-assets/



Jeff Smulyan is extending the deadline on his offer to take Emmis
Communications private to Friday, October 7.

Smulyans offer was originally made in August and was set to expire today.
The Board of Directors had appointed a committee led by Susan Bayh and
Peter Lund to evaluate the bid, but have asked for more time.

The Indianapolis Star reports that shareholder John Reardon has notified
the board he will seek legal action against the company if the offer is
accepted and Smulyan continues to lead the company. Another stockholder
told the Star that Smulyan was acting selfishly and disingenuously,
knowingly seeking to capture the value of the company all for himself at an
INSULTINGLY low price.

Original Report 8/18: Emmis Communications Chairman/CEO Jeff Smulyan
through his E Acquisition Corporation has proposed acquiring the publicly
held shares of the company for $4.10 per share or around $45.3 million
overall.

The proposed transaction would be implemented as a merger of Emmis with
Smulyans holding company. It is expected that other Emmis directors,
officers and shareholders will also purchase some of the outstqnding
shares. The deal will also be structured to reduce Emmis indebtedness by
selling off non-core assets of the company. The company states that its
Board of Directors has already authorized management to explore strategic
alternatives for its publishing division (with the exception of
Indianapolis Monthly magazine), Gospel 1190 WLIB New York, and its four
station cluster in Terre Haute IN.

Smulyan previously attempted to take Emmis private in 2006 and 2010.

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.