Emmis Buyout Offer Official
May 25, 2010 at 4:43 PM (PT)
EMMIS COMMUNICATIONS CORPORATION has officially signed a "definitive merger agreement" aimed at taking the company private, as initially announced on APRIL 26th. The buyout will be offered by EMMIS Chairman/CEO JEFF SMULYAN's JS ACQUISITION, LLC with financing by an affiliate of ALDEN GLOBAL CAPITAL.
As previously announced, the buyout involves a cash tender offer for EMMIS Class A common stock at $2.40 per share (a 74% premium over the 30-trading day average closing price and a 118% premium over the 180-trading day average closing price as of APRIL 26th), an exchange offer of 12% Senior Subordinated Notes due 2017 for preferred stock, amendments to its Articles affecting the preferred stock, and a back-end merger. The deal and offers were unanimously approved today by EMMIS' board and recommended by a Committee of Disinterested Directors of EMMIS.
MORGAN STANLEY acted as financial advisor to the Committee of Disinterested Directors, and DAVIS POLK & WARDWELL LLP and BARNES & THORNBURG LLP served as legal counsel to the Committee. MOELIS & COMPANY and BIA CAPITAL STRATEGIES LLC are acting as financial advisors to JS ACQUISITION. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP and TAFT STETTINIUS & HOLLISTER LLP are acting as legal counsel to JS ACQUISITION. ALDEN is represented by SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP and KRIEG DEVAULT LLP.