Nov. 11, 2011
/PRNewswire/ -- Emmis Communications Corporation (NASDAQ: EMMS; EMMSP) today announced that it signed agreements with certain holders of its 6.25% Series A Cumulative Convertible Preferred Stock to purchase their shares of Preferred Stock and that it signed an agreement with Zell Credit Opportunities Master Fund, L.P. to finance the purchases. Emmis may enter into additional transactions to purchase its Preferred Stock in the future.
Emmis entered into securities purchase agreements with certain holders of its Preferred Stock under which Emmis will purchase shares of its Preferred Stock from such holders at prices that are below the closing price of the Preferred Stock on
November 10, 2011
. The purchases will settle pursuant to total return swaps, the terms of which provide that until final settlement of the swaps, the seller agrees to vote its shares in accordance with the prior written instructions of Emmis.
Under the terms of a Note Purchase Agreement, Zell Credit Opportunities Master Fund, L.P. has agreed to buy from Emmis on up to four separate occasions on or before
February 2, 2012
, a total of up to
of unsecured notes. The net proceeds from the notes are expected to be used to enable Emmis to ultimately acquire some of its Preferred Stock through privately negotiated transactions with individual Preferred Stock holders and/or through a tender offer. Interest on the notes is not payable in cash and will accrue quarterly at a rate of 22.95 percent per annum. The notes will mature in February of 2015, and contain customary representations, warranties, and indemnities, as well as covenants that are comparable to those in Emmis' senior secured credit facility, including the prohibition of any dividend payments on Emmis' capital stock and certain restrictions on the ability of Emmis to incur additional indebtedness.
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Taft Stettinius & Hollister LLP served as legal counsel and Moelis & Company served as financial advisor to Emmis.