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Nov. 30, 2011 /PRNewswire/ -- (NASDAQ: EMMS, EMMSP) – November 30, 2011 - Emmis Communications Corporation announced today that it has launched a modified "Dutch auction" tender offer to purchase up to
$6,000,000 in value of shares of its 6.25% Series A Cumulative Convertible Preferred Stock, par value
$0.01 per share (the "Preferred Shares") at a price per share not less than
$12.50 and not greater than
$15.56. The offer will commence on November 30, 2011, and will expire at
5:00 p.m., New York City Time, on December 30, 2011, unless the offer is extended. Depending on the final purchase price of the offer, if the offer is fully subscribed, Emmis could purchase between 385,604 and 480,000 Preferred Shares representing 14.8% to 18.4% of the issued and outstanding Preferred Shares as of
November 30, 2011.
A modified "Dutch auction" tender offer allows shareholders to indicate how many shares and at what price(s) they wish to tender their shares within the specified share price range. Based on the number of Preferred Shares tendered and the prices specified by the tendering shareholders, Emmis will determine the lowest price per share that will enable it to purchase up to
$6,000,000 of Preferred Shares at such price, or a lower amount depending on the number of shares that are properly tendered and not properly withdrawn. All Preferred Shares purchased by Emmis in the offer will be purchased at the same price, even if the shareholder tendered at a lower price, so in some cases Emmis may purchase Preferred Shares at a price above the price indicated by the shareholder tendering those shares. Emmis will not purchase Preferred Shares below a shareholder's indicated price. The purchase of Preferred Shares in the offer will be financed by amounts borrowed under Emmis' Note Purchase Agreement with Zell Credit Opportunities Master Fund, L.P., dated November 10, 2011.
If, at the final purchase price, Preferred Shares representing more than
$6,000,000 in value at the applicable purchase price are properly tendered and not properly withdrawn, Emmis will purchase shares tendered at or below that price on a
pro rata basis. The offer will not be conditioned upon any minimum number of Preferred Shares being tendered, but will be subject to other conditions described in the tender offer documents, which will be distributed to shareholders on or about November 30, 2011. These documents will also contain tendering instructions and a complete explanation of the tender offer's terms and conditions.
Neither Emmis nor its Board of Directors is making any recommendation, or has authorized any person to make any recommendation, to any shareholder as to whether such shareholder should tender or refrain from tendering its Preferred Shares or as to the purchase price or purchase prices at which such shareholder may choose to tender its Preferred Shares. Each shareholder must make its own decision as to whether to tender its Preferred Shares and, if so, how many Preferred Shares to tender and the purchase price or purchase prices at which it will tender them. Shareholders should consult their own financial and tax advisors, and read carefully and evaluate the information in the Offer to Purchase and in the related Letter of Transmittal.