I'm really not stupid (at least I don't think so), just confused or I have the wrong numbers.
2,809,170 from the May proxy issued & outstanding
Emmis already purchased/controls since then (1,035,925 on 11/22 + 645,504 on 11/15) =1,681,429 (although on the proxy they say they control 1,484,679 so i don't know where that number comes from)
so 2,809,170-1,681,429 = 1,127,741 left they don't have say with.
So IF emmis really needs 385,604 they can't get it.
Where i'm CONFUSED is which number the 66 2/3 is based on. IF it's the original 2.5 mil +375k overallotment which would be the max number 2,875,000*.667=1,917,625 which it seems like they already would have with only 236,196 shares.
What am i missing that between August and now from the 10Q "ISSUED AND OUTSTANDING 2,809,170 SHARES AT FEBRUARY 28, 2011 AND AUGUST 31, 2011"
That there's now 2,612,420 per the offer? Did they retire 196,750 somewhere that i missed?
Emmis retired some preferreds - so the "votable" share count is 2.605MM (down from the original 2.8MM)
Of this number, Emmis controls the vote for 58.5% or 1.524MM shares (through total return swap agreements)
Corre Opportunities fund controls 159,090 and Zazove controls 475,753.
So, the "Zazove group" controls 634,843 and they need 33% or 868,333.
So Zazove is short by 233,490
Emmis has 58.5% and need 67% - so they are short by 221,000
Preferreds controlled by neither group is 2.605-0.635-1.524 or 446,000
So, according to my calculations, neither group has the number they need. Both groups have a good chance of getting to be where they want to be. But Emmis is constrained by debt covenants and SEC rules on insider trading. Therefore, it is highly likely that the Zazove group will "win" in the fight for control of the preferreds.
In any case, Smulyan has improved the balance sheet by about $60MM or more by retiring $96MM worth of debt for $35MM.
Win-win for both EMMS and remaining EMMSP holders.