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Emmis Communications Corp. Message Board

  • tgagrippa tgagrippa Mar 10, 2014 2:48 PM Flag

    Preferreds and today's 8-K

    Am not sure I understand: Does today's 8-K filing eliminate the preferred issue or does the right to appeal the judge's ruling still exist? Here's the text:

    Item 8.01. Other Events
    On March 5, 2014, the Board of Directors of the Company approved the exercise of the Company's repurchase option under the Voting and Transfer Restriction Agreement (the "Voting Agreement") with the trustee of the 2012 Retention Plan ("Plan") and Trust (the "Trust"). Pursuant to the exercise of that option, the Company will repurchase from the Trustee the 400,000 shares of the Company's 6.25% Series A Non-Cumulative Convertible Preferred Stock (the "Preferred Stock") currently held by the Trust in exchange for 975,848 shares of the Company's Class A Common Stock. The repurchase formula is the same ratio at which the Preferred Stock is convertible into the Company's Class A Common Stock. Despite the favorable decision by the United States District Court for the Southern District of Indiana on February 28, 2014 in the litigation related to the creation of the Trust and the subsequent amendment to the terms of the Preferred Stock, the Board recognized that the plaintiffs have publicly stated their intention to appeal the decision. Thus, the Board determined to exercise the repurchase option prior to April 2, 2014 (the date on which shares in the Trust are to vest for distribution to Plan participants) in order to ensure that the value distributed to Plan participants is both equivalent to the value that the Board intended to be distributed when it adopted the Plan and equivalent to the value that Plan participants were advised they would receive when the Plan was announced.

    Sentiment: Hold

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