0001193125-12-254631.txt : 20120531 0001193125-12-254631.hdr.sgml : 20120531 20120531092659 ACCESSION NUMBER: 0001193125-12-254631 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120530 ITEM INFORMATION: Other Events FILED AS OF DATE: 20120531 DATE AS OF CHANGE: 20120531 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMMIS COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000783005 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 351542018 STATE OF INCORPORATION: IN FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23264 FILM NUMBER: 12879385 BUSINESS ADDRESS: STREET 1: ONE EMMIS PLAZA STREET 2: 40 MONUMENT CIRCLE SUITE 700 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 BUSINESS PHONE: 3172660100 MAIL ADDRESS: STREET 1: ONE EMMIS PLAZA STREET 2: 40 MONUMENT CIRCLE #700 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 FORMER COMPANY: FORMER CONFORMED NAME: EMMIS BROADCASTING CORPORATION DATE OF NAME CHANGE: 19920703 8-K 1 d361524d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) May 30, 2012

 

 

EMMIS COMMUNICATIONS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

 

Indiana

(State or Other Jurisdiction of Incorporation)

 

0-23264   35-1542018
(Commission File Number)   (IRS Employer Identification No.)
ONE EMMIS PLAZA, 40 MONUMENT CIRCLE,  
SUITE 700, INDIANAPOLIS, INDIANA   46204
(Address of Principal Executive Offices)   (Zip Code)

317-266-0100

(Registrant’s Telephone Number, Including Area Code)

NOT APPLICABLE

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 8.01 Other Events.

On May 30, 2012, certain subsidiaries of Emmis Communications Corporation (the “Company”) closed on the financing under a Participation Agreement (the “Participation Agreement”) with Wells Fargo Bank Northwest, National Association (the “Holder”) and Teachers Insurance and Annuity Association of America (“TIAA”). Pursuant to the Participation Agreement, the Holder sold to TIAA a 100% participation interest in a 4.10% promissory note issued, jointly and severally, by a special-purpose subsidiary (the “Financing Subsidiary”) and a subsidiary of the Financing Subsidiary (the “License Subsidiary”) which was formed to hold the Federal Communications Commission license (the “FCC License”) for WEPN(FM) (f/k/a WRKS(FM)), 98.7FM, New York, NY in the principal amount of approximately $82.2 million (the “Note”). The Note will mature on August 1, 2024 and bears interest at a rate equal to 4.10% per annum. The Note is secured by, among other things, an equity pledge agreement, a security agreement and assignment of certain agreements to the Holder. As evidence of TIAA’s purchase of the participation interest in the Note, TIAA received a Pass-Through Certificate which entitles TIAA to receive payments made under the Note. In its capacity as the trustee, the Holder receives fees and expenses for undertaking certain obligations related to the Note. The net proceeds from the Note were used by the Financing Subsidiary to pay transaction expenses and to pay a dividend to certain Emmis entities for purposes of debt reduction and general corporate purposes. Approximately $74.7 million of such net proceeds were used to repay indebtedness under the senior credit agreement of Emmis Operating Company, including all amounts then outstanding under its revolver.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: May 31, 2012

 

EMMIS COMMUNICATIONS CORPORATION
By:  

/s/ J. Scott Enright

 

Name:  J. Scott Enright

Title:    Executive Vice President,

             General Counsel and Secretary