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Emmis Communications Corp. Message Board

  • david_a_rankin david_a_rankin Jan 30, 2012 9:26 AM Flag

    EMMS Will Soon Control 2/3 Of Preferred Shares

    Item 8.01. Other Events.

    Emmis has recently entered into securities purchase agreements with certain holders of its 6.25% Series A Cumulative Convertible Preferred Stock, $0.01 par value per share (the "Preferred Stock"). Pursuant to the terms of the agreements, Emmis reacquired 25,700 shares of its Preferred Stock from such holders at an average price of $21.50 per share of Preferred Stock. The purchased shares of Preferred Stock have been cancelled and retired. As disclosed previously by Emmis, together with shares already acquired, Emmis has reacquired, cancelled and retired a total of 386,850 shares of its Preferred Stock to date.

    As a result of the completion of these purchases, Emmis has 2,422,320 shares of Preferred Stock issued and outstanding and 452,680 shares of Preferred Stock authorized but unissued. Pursuant to the terms of total return swaps and voting agreements entered into with certain holders of Preferred Stock, Emmis has the right to direct the vote of 1,484,679 outstanding shares Preferred Stock (representing approximately 61.3% of the outstanding shares of Preferred Stock). In the future, Emmis may issue shares of Preferred Stock to a third party or third parties who may agree to vote their shares in accordance with the prior written instructions of Emmis. If Emmis issues 390,604 of the 452,680 authorized but unissued shares of Preferred Stock under such voting arrangements, it will have the ability to direct the vote of more than 66 2/3% of its issued and outstanding shares of Preferred Stock. Although the Board of Directors of Emmis has not made any determinations with respect to issuing additional shares of Preferred Stock or amending the terms of the Preferred Stock, if Emmis is able to direct the vote of more than 66 2/3% of its issued and outstanding shares of Preferred Stock, it may then elect to, among other things, amend various provisions applicable to the Preferred Stock, including but not limited to:
    (i) reducing or eliminating the liquidation preference of the Preferred Stock,
    (ii) removing the ability of the holders of Preferred Stock to require Emmis to repurchase all or any portion of such holders' Preferred Stock upon a change of control or certain going-private transactions, (iii) removing Emmis' obligation to pay to holders of Preferred Stock the amount of dividends in respect of their Preferred Stock that are currently accrued and unpaid, (iv) changing the designation of the Preferred Stock from "Cumulative" to "Non-Cumulative" such that dividends or distributions on the Preferred Stock shall cease to accrue,
    (v) eliminating the rights of the holders of Preferred Stock to nominate directors to Emmis' Board of Directors as a result of arrearages in dividends, and (vi) eliminating the restrictions on Emmis' ability to pay dividends or make distributions on its common stock prior to paying accrued and unpaid dividends or distributions on Preferred Stock. Emmis may also choose to purchase or sell additional shares of its Preferred Stock in the future.

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