Smulyan Moves To Buy Out Emmis Stock
April 26, 2010 at 6:02 PM (PT)
EMMIS COMMUNICATIONS CEO JEFF SMULYAN's JS ACQUISITION is partnering with major EMMIS stockholder ALDEN GLOBAL CAPITAL to buy out all Class A shares of EMMIS and take the company private. SMULYAN would hold substantially all of the company's voting stock after the buyout.
The offer is at $2.40 per share, a 74% premium over the 30-day average closing price for the stock and 118% above the 180-day trading average. The partners also plan to offer to exchange all of the outstanding shares of preferred stock for newly-issued 12% senior subordinated notes due 2017 with an aggregate principal amount equal to 60% of the aggregate liquidation preference (excluding accrued and unpaid dividends) of the Preferred Stock.
MOELIS AND CO. is advising SMULYAN and PAUL, WEISS, RIFKIND, WHARTON AND GARRISON LLP is acting as legal counsel. SKADDEN, ARPS, SLATE, MEAGHER AND FLOM LLP is legal advisor to ALDEN.
By the end of the day MONDAY, the buyout was being subjected to challenges by several law firms, including RYAN AND MANISKAS, TRIPP LEVY PLLC, RIDGROSKY AND LONG, and WOLF HALDENSTEIN ADLER FREEMAN AND HERZ LLP. The firms are investigating possible breaches of fiduciary duty by the company's board to shareholders.
Follow EMMIS' stock here.
[JEFF SMULYAN has tried to take EMMIS private, before. Will he make it this time? Your thoughts and comments are welcome.]