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Subsequent Events
3 Months Ended
May 31, 2014
Subsequent Events [Abstract]  
Subsequent Events
Subsequent Events

The 2014 Credit Agreement
On June 10, 2014, Emmis entered into the 2014 Credit Agreement, by and among the Company, EOC, as borrower (the “Borrower”), certain other subsidiaries of the Company, as guarantors (the “Subsidiary Guarantors”), the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Fifth Third Bank, as syndication agent.
The 2014 Credit Agreement includes a senior secured term loan facility (the “Term Loan”) of $185.0 million and a senior secured revolving credit facility of $20.0 million, and contains provisions for an uncommitted increase of up to $20.0 million principal amount (plus additional amounts so long as a pro forma total net senior secured leverage ratio condition is met) of the revolving credit facility and/or the Term Loan subject to the satisfaction of certain conditions. The revolving credit facility includes a sub-facility for the issuance of up to $5.0 million of letters of credit. Pursuant to the 2014 Credit Agreement, the Borrower borrowed $185.0 million of the Term Loan on June 10, 2014; $109.0 million was disbursed to the Borrower (the “Initial Proceeds”) and the remaining $76.0 million was funded into escrow (the “Subsequent Acquisition Proceeds”).
The Initial Proceeds, coupled with $13.0 million of revolving credit facility borrowings, were used by the Borrower on June 10, 2014 to repay all amounts outstanding under the 2012 Credit Agreement, to make a $55.0 million initial payment associated with our acquisition of WBLS-FM and WLIB-AM and to pay fees and expenses. The Subsequent Acquisition Proceeds are expected to be used to make the final $76.0 million payment related to the acquisition of WBLS-FM and WLIB-AM. If the Subsequent Acquisition Proceeds are not fully used by February 17, 2015, they will be used to repay the Term Loan.
The Term Loan is due not later than June 10, 2021 and amortizes in an amount equal to 1% per annum of the total principal amount outstanding, payable in quarterly installments commencing March 31, 2015, with the balance payable on the maturity date. The revolving credit facility expires not later than June 10, 2019. An unused commitment fee of 50 basis points per annum will be payable quarterly on the average unused amount of the revolving credit facility. The Term Loan and amounts borrowed under the revolving credit facility bear interest, at the Borrower’s option, at either (i) the Alternate Base Rate (as defined in the 2014 Credit Agreement) (but not less than 2.00%) plus 3.75% or (ii) the Adjusted LIBO Rate (as defined in the 2014 Credit Agreement) (but not less than 1.00%) plus 4.75%.
The obligations under the 2014 Credit Agreement are secured by a perfected first priority security interest in substantially all of the assets of the Company, the Borrower and the Subsidiary Guarantors.
Borrowing under the revolving credit facility depends upon continued compliance with certain operating covenants and financial ratios, including leverage and interest coverage as specifically defined. The operating and other restrictions with which the Company must comply include, among others, restrictions on additional indebtedness, incurrence of liens, engaging in businesses other than our primary business, paying certain dividends, redeeming or repurchasing capital stock, acquisitions and asset sales. The 2014 Credit Agreement includes certain financial and non-financial covenants. If the 2014 Credit Agreement had been in place on May 31, 2014, Emmis would have been in compliance with these covenants as of May 31, 2014.

Acquisition of WBLS-FM and WLIB-AM
On February 11, 2014, Emmis entered into a Purchase and Sale Agreement with YMF, pursuant to which Emmis agreed to purchase the assets of radio stations WBLS-FM and WLIB-AM in New York (collectively, the “Stations”) for $131 million. Emmis believes that its competitive position in the New York market is enhanced by pairing the Stations with its existing radio station in New York, WQHT-FM. The transaction will close in two separate closings. The first closing occurred June 10, 2014 after receipt of the FCC’s consent to the assignment to Emmis of the Stations’ FCC licenses, and involved YMF transferring the Stations’ assets to Emmis and Emmis (i) transferring the Stations’ assets to newly-formed subsidiaries of Emmis, (ii) paying YMF $55.0 million of the purchase price and (iii) transferring to YMF a 49.9% noncontrolling ownership interest in the Emmis subsidiaries that own the Stations’ assets. The second closing is scheduled to occur on or about February 15, 2015, and will involve the payment of the $76.0 million balance of the purchase price to YMF in exchange for the transfer to Emmis of YMF’s interest in the Emmis subsidiaries that own the Stations’ assets. There are no material contingencies involved in the second closing.
From June 10, 2014 to the second closing in February 2015, YMF is entitled to receive a monthly LMA payment of $0.74 million, which represents the only distribution YMF will receive from the newly-formed subsidiaries of Emmis that hold the Stations’ assets.
Since Emmis programmed and sold the advertising of the Stations pursuant to an LMA effective March 1, 2014, the revenues and expenses of the Stations are included in our reported results for the three months ended May 31, 2014. For the three months ended May 31, 2013, the Stations reported approximately $8.0 million of net revenues, $4.1 million of station operating expenses, excluding depreciation and amortization expense, and approximately $0.2 million of depreciation and amortization expense.
Emmis is currently evaluating the purchase price allocation for the acquisition of the Stations. Emmis expects that a small portion of the purchase price will relate to tangible assets and substantially all of the purchase price will be allocated to intangible assets, notably FCC licenses and goodwill. Emmis estimates that approximately $70 million of the purchase price will be assigned to FCC licenses, with the majority of the remainder of the purchase price assigned to goodwill.

Acquisition of Digonex Technologies, Inc.
On June 16, 2014, Emmis invested $3 million in Digonex, an Indiana corporation that provides dynamic pricing solutions to customers in various industries. The investment made Digonex a subsidiary of Emmis and resulted in the inclusion of approximately $6.9 million in existing Digonex third party debt in the consolidated financial statements of Emmis. This debt is non-recourse to Emmis and its other subsidiaries. Emmis’ initial investment of $3 million results in Emmis appointing a majority of the board of directors of Digonex and holding rights convertible into 51% of the fully diluted common equity of Digonex. Emmis expects to make an additional investment of approximately $2 million during its quarter ended August 31, 2014. Upon completion of the two investments, Emmis expects to hold rights that are convertible into at least 66% of the common equity of Digonex.