Extension of Proposal to Purchase Emmis
As previously disclosed in a Current Report on Form 8-K filed by Emmis Communications Corporation (the "Company") on August 18, 2016, the Company received a letter (the “Proposal Letter”) from E Acquisition Corporation (“EAC”), an Indiana corporation currently owned by Jeffrey H. Smulyan, the Company’s Chairman of the Board, Chief Executive Officer and controlling shareholder, and also expected to be owned by certain directors, officers, and other shareholders of the Company, setting forth a non-binding proposal by which EAC (the “Proposing Person”), would acquire all the outstanding shares of Class A Common Stock of the Company that are not owned by the Proposing Person at a cash purchase price of $4.10 per share (the “Proposal”).
In response, the Company's Board of Directors (the "Board") formed a special committee of independent and disinterested directors (the “Special Committee”) to review and evaluate the Proposal. On September 16, 2016, EAC delivered to the Special Committee a letter extending the deadline for responding to the Proposal until September 30, 2016. On September 29, 2016, EAC delivered to the Special Committee a letter (the “Proposal Extension Letter”) extending the deadline for responding to the Proposal until October 7, 2016, at which point the Proposal will expire without any further action of any party. A copy of the Proposal Extension Letter is attached as Exhibit 99.1 to this Current Report on Form 8-K.
No assurance can be given that an agreement on terms satisfactory to the Special Committee or the Board will result from the Proposal or that any transaction will be completed.
Note to this Form 8-K: Certain statements included in this report 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 the Company to be materially different from any future result, performance or achievement expressed or implied by such forward-looking statement. Such factors include, among others:
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general economic and business conditions;
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fluctuations in the demand for advertising and demand for different types of advertising media;
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our ability to service our outstanding debt;
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competition from new or different media and technologies;
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loss of key personnel;
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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;
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our ability to attract and secure programming, on-air talent, writers and photographers;
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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;
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increases in the costs of programming, including on-air talent;
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fluctuations in the market price of publicly traded or other securities;
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new or changing regulations of the Federal Communications Commission or other governmental agencies;
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enforcement of rules and regulations of governmental and other entities to which the Company is subject;
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changes in radio audience measurement methodologies;
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war, terrorist acts or political instability; and
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other factors mentioned in documents filed by the Company with the Securities and Exchange Commission.
The Company does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.