Transaction Valuation* | Amount Of Filing Fee** | |
$6,000,000 | $687.60 |
* | The transaction value is estimated solely for purposes of calculating the filing fee. This amount is based on the offer to purchase for not more than $6,000,000 in the aggregate of up to 428,571 shares of 6.25% Series A Cumulative Convertible Preferred Stock of Emmis Communications Corporation, par value $0.01, at the minimum tender offer price of $14.00 per share. | |
** | The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, as modified by Fee Rate Advisory No. 3 for fiscal year 2012, equals $114.60 per million dollars of the value of the transaction. |
þ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: | $ | 687.60 | Filing Party: | Emmis Communications Corporation | ||||||||
Form or Registration No.: | Schedule TO-I | Date Filed: | December 1, 2011 |
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
o | third-party tender offer subject to Rule 14d-1. | |
þ | issuer tender offer subject to Rule 13e-4. | |
o | going-private transaction subject to Rule 13e-3. | |
o | amendment to Schedule 13D under Rule 13d-2. |
o | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) | |
o | Rule 14d-1(d) (Cross-Border Third Party Tender Offer) |
ITEMS 4 and 7. | ||||||||
ITEM 11. ADDITIONAL INFORMATION | ||||||||
ITEM 12. EXHIBITS | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EX-99.A.5.III |
(a)(1)(i) | Amended Offer to Purchase, dated December 12, 2011. |
|
(a)(1)(ii) | Offer to Purchase, dated December 1, 2011. |
|
(a)(1)(iii) | Form of Letter of Transmittal (including IRS Form W-9 and Guidelines for Certification
of Taxpayer Identification Number on IRS Form W-9). |
|
(a)(1)(iv) | Notice of Guaranteed Delivery. |
|
(a)(1)(v) | Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees. |
|
(a)(1)(vi) | Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees. |
|
(a)(2) | Not applicable. |
|
(a)(3) | Not applicable. |
|
(a)(4) | Not applicable. |
|
(a)(5)(i) | Press Release, dated November 30, 2011, incorporated by reference to the Companys
Statement on Schedule TO-C, dated December 1, 2011. |
|
(a)(5)(ii) | Press Release, dated December 12, 2011. |
|
*(a)(5)(iii) | Press Release, dated January 3, 2012. |
|
(b) | Note Purchase Agreement, dated November 10, 2011, by and between Zell Credit
Opportunities Master Fund, L.P. and Emmis Communications Corporation. |
(d)(1) | Total Return Swap Confirmation, dated November 28, 2011, by and between Alden Global
Distressed Opportunities Master Fund, L.P. and Emmis Communications Corporation. |
|
(d)(2) | Voting Agreement, dated November 28, 2011, by and among Alden Global Distressed
Opportunities Master Fund, L.P., J. Scott Enright, and Emmis Communications Corporation. |
|
(d)(3) | Total Return Swap Confirmation, dated November 14, 2011, by and between Valinor Credit
Partners Master Fund, L.P. and Emmis Communications Corporation. |
|
(d)(4) | Voting Agreement, dated November 14, 2011, by and among Valinor Credit Partners Master
Fund, L.P., J. Scott Enright, and Emmis Communications Corporation. |
|
(d)(5) | Total Return Swap Confirmation, dated November 14, 2011, by and between Sugarloaf Rock
Capital, LLC and Emmis Communications Corporation. |
|
(d)(6) | Voting Agreement, dated November 14, 2011, by and among Sugarloaf Rock Capital, LLC, J.
Scott Enright, and Emmis Communications Corporation. |
|
(d)(7) | Total Return Swap Confirmation, dated November 14, 2011, by and between Third Point
Partners Qualified L.P. and Emmis Communications Corporation. |
|
(d)(8) | Voting Agreement, dated November 14, 2011, by and among Third Point Partners Qualified
L.P., J. Scott Enright, and Emmis Communications Corporation. |
|
(d)(9) | Total Return Swap Confirmation, dated November 14, 2011, by and between Third Point
Partners L.P. and Emmis Communications Corporation. |
|
(d)(10) | Voting Agreement, dated November 14, 2011, by and among Third Point Partners L.P., J.
Scott Enright, and Emmis Communications Corporation. |
|
(d)(11) | Total Return Swap Confirmation, dated November 14, 2011, by and between Third Point
Offshore Master Fund L.P. and Emmis Communications Corporation. |
|
(d)(12) | Voting Agreement, dated November 14, 2011, by and among Third Point Offshore Master Fund
L.P., J. Scott Enright, and Emmis Communications Corporation. |
|
(d)(13) | Total Return Swap Confirmation, dated November 14, 2011, by and between Third Point
Ultra Master Fund L.P. and Emmis Communications Corporation. |
|
(d)(14) | Voting Agreement, dated November 14, 2011, by and among Third Point Ultra Master Fund
L.P., J. Scott Enright, and Emmis Communications Corporation. |
|
(d)(15) | Emmis Communications Corporation 1999 Equity Incentive Plan, incorporated by reference
from the Companys proxy statement dated May 26, 1999. |
|
(d)(16) | Emmis Communications Corporation 2001 Equity Incentive Plan, incorporated by reference
from the Companys proxy statement dated May 25, 2001. |
|
(d)(17) | Emmis Communications Corporation 2002 Equity Compensation Plan, incorporated by
reference from the Companys proxy statement dated May 30, 2002. |
|
(d)(18) | Form of Stock Option Grant Agreement, incorporated by reference to Exhibit 10.1 to the
Companys Form 8-K filed March 7, 2005. |
|
(d)(19) | Form of Restricted Stock Option Grant Agreement, incorporated by reference to Exhibit
10.1 to the Companys Form 8-K filed March 7, 2005. |
|
(d)(20) | Emmis Communications Corporation 2004 Equity Compensation Plan as Amended and Restated
in 2008, incorporated by reference to Exhibit 10.14 to the Companys Form 8-K filed
January 7, 2009. |
|
(d)(21) | Emmis Communications Corporation 2010 Equity Compensation Plan, incorporated by
reference to Exhibit A to the Companys proxy statement filed on Form DEF 14A on
November 10, 2010. |
(g) | None. |
|
(h) | None. |
* | Filed herewith. |
EMMIS COMMUNICATIONS CORPORATION | ||||||
By: | /s/ J. Scott Enright | |||||
Name: | J. Scott Enright | |||||
Title: | Executive Vice President, General Counsel and | |||||
Secretary |
Exhibit | Description | |
**(a)(1)(i) | Amended Offer to Purchase, dated December 12, 2011. | |
**(a)(1)(ii) | Offer to Purchase, dated December 1, 2011. |
|
**(a)(1)(iii) | Form of Letter of Transmittal (including IRS Form W-9 and Guidelines
for Certification of Taxpayer Identification Number on IRS Form W-9). |
|
**(a)(1)(iv) | Notice of Guaranteed Delivery. |
|
**(a)(1)(v) | Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees. |
|
**(a)(1)(vi) | Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies
and Other Nominees. |
|
(a)(5)(i) | Press Release, dated November 30, 2011, incorporated by reference to
the Companys Statement on Schedule TO-C, dated December 1, 2011. |
|
**(a)(5)(ii) | Press Release, dated December 12, 2011. |
|
*(a)(5)(iii) | Press Release, dated January 3, 2012. |
|
**(b) | Note Purchase Agreement, dated November 10, 2011, by and between Zell
Credit Opportunities Master Fund, L.P. and Emmis Communications
Corporation. |
|
**(d)(1) | Total Return Swap Confirmation, dated November 28, 2011, by and
between Alden Global Distressed Opportunities Master Fund, L.P. and
Emmis Communications Corporation. |
|
** (d)(2) | Voting Agreement, dated November 28, 2011, by and among Alden Global
Distressed Opportunities Master Fund, L.P., J. Scott Enright, and
Emmis Communications Corporation. |
|
** (d)(3) | Total Return Swap Confirmation, dated November 14, 2011, by and
between Valinor Credit Partners Master Fund, L.P. and Emmis
Communications Corporation. |
|
** (d)(4) | Voting Agreement, dated November 14, 2011, by and among Valinor
Credit Partners Master Fund, L.P., J. Scott Enright, and Emmis
Communications Corporation. |
|
** (d)(5) | Total Return Swap Confirmation, dated November 14, 2011, by and
between Sugarloaf Rock Capital, LLC and Emmis Communications
Corporation. |
|
** (d)(6) | Voting Agreement, dated November 14, 2011, by and among Sugarloaf
Rock Capital, LLC, J. Scott Enright, and Emmis Communications
Corporation. |
|
** (d)(7) | Total Return Swap Confirmation, dated November 14, 2011, by and
between Third Point Partners Qualified L.P. and Emmis Communications
Corporation. |
|
** (d)(8) | Voting Agreement, dated November 14, 2011, by and among Third Point
Partners Qualified L.P., J. Scott Enright, and Emmis Communications
Corporation. |
|
** (d)(9) | Total Return Swap Confirmation, dated November 14, 2011, by and
between Third Point Partners L.P. and Emmis Communications
Corporation. |
|
** (d)(10) | Voting Agreement, dated November 14, 2011, by and among Third Point
Partners L.P., J. Scott Enright, and Emmis Communications
Corporation. |
|
** (d)(11) | Total Return Swap Confirmation, dated November 14, 2011, by and
between Third Point Offshore Master Fund L.P. and Emmis
Communications Corporation. |
|
** (d)(12) | Voting Agreement, dated November 14, 2011, by and among Third Point
Offshore Master Fund L.P., J. Scott Enright, and Emmis Communications
Corporation. |
|
** (d)(13) | Total Return Swap Confirmation, dated November 14, 2011, by and
between Third Point Ultra Master Fund L.P. and Emmis Communications
Corporation. |
Exhibit | Description | |
** (d)(14) | Voting Agreement, dated November 14, 2011, by and among Third Point
Ultra Master Fund L.P., J. Scott Enright, and Emmis Communications
Corporation. |
|
(d)(15) | Emmis Communications Corporation 1999 Equity Incentive Plan,
incorporated by reference from the Companys proxy statement dated
May 26, 1999. |
|
(d)(16) | Emmis Communications Corporation 2001 Equity Incentive Plan,
incorporated by reference from the Companys proxy statement dated
May 25, 2001. |
|
(d)(17) | Emmis Communications Corporation 2002 Equity Compensation Plan,
incorporated by reference from the Companys proxy statement dated
May 30, 2002. |
|
(d)(18) | Form of Stock Option Grant Agreement, incorporated by reference to
Exhibit 10.1 to the Companys Form 8-K filed March 7, 2005. |
|
(d)(19) | Form of Restricted Stock Option Grant Agreement, incorporated by
reference to Exhibit 10.1 to the Companys Form 8-K filed March 7,
2005. |
|
(d)(20) | Emmis Communications Corporation 2004 Equity Compensation Plan as
Amended and Restated in 2008, incorporated by reference to Exhibit
10.14 to the Companys Form 8-K filed January 7, 2009. |
|
(d)(21) | Emmis Communications Corporation 2010 Equity Compensation Plan,
incorporated by reference to Exhibit A to the Companys proxy
statement filed on Form DEF 14A on November 10, 2010. |
* | Filed herewith. | |
** | Previously filed. |
| general economic and business conditions; | |
| fluctuations in the demand for advertising and demand for different types of advertising media; | |
| our ability to service our outstanding debt; | |
| increased competition in our markets and the broadcasting industry; | |
| our ability to attract and secure programming, on-air talent, writers and photographers; | |
| inability to obtain (or to obtain timely) necessary approvals for purchase or sale transactions or to complete the transactions for other reasons generally beyond our control; | |
| increases in the costs of programming, including on-air talent; | |
| inability to grow through suitable acquisitions; | |
| changes in audience measurement systems; | |
| new or changing regulations of the Federal Communications Commission or other governmental agencies; | |
| competition from new or different technologies; | |
| war, terrorist acts or political instability; and | |
| other factors mentioned in documents filed by Emmis with the Securities and Exchange Commission. |
OS]/3Y]::XQ?WY
M^4]HE;G)U_7Z^N3JZ_K\^?GY^?W]]?K\_.7L\?W\Z^7Q]&>(MZ6[U/WZ]O+T
M]?GY]7Z7N+30X?W\_*6QO14UDJS#V):JP'*7P0\I@V!ZI1 0
M!2T@`R!@!&FP!ST0`"[`!!&`D>A1.B@`#Q(@NW\;N\A+"V?@LY\+1'J0!E1I
M-11&!$00`8@:!@N0!TD`!LNK$-]K"SS[!PJP`U=(`BWPMB;@`!A)04S%![T2
M`SH1OKB@N?0[OFR`1CN`!C0@`G30`@``!$*0`3GP`#"0!AX`H@K`!O1["_;[
MO2:Q&C$@;"?P!J38!2*0!B&`!V[@`000`/^``;'0P+;PP"3<`2L0M"9P`G(@
M`BZ\`6FP`6@@!/,R,;PF0<*S8,(-['