0001193125-12-366111.txt : 20120823 0001193125-12-366111.hdr.sgml : 20120823 20120823103109 ACCESSION NUMBER: 0001193125-12-366111 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120820 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets FILED AS OF DATE: 20120823 DATE AS OF CHANGE: 20120823 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: 121051182 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 d401588d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): August 20, 2012

 

 

EMMIS COMMUNICATIONS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

INDIANA

(State of incorporation or organization)

0-23264

(Commission file number)

35-1542018

(I.R.S. Employer Identification No.)

ONE EMMIS PLAZA

40 MONUMENT CIRCLE

SUITE 700

INDIANAPOLIS, INDIANA 46204

(Address of principal executive offices)

(317) 266-0100

(Registrant’s Telephone Number,

Including Area Code)

 

 

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 1.01. Entry into a Material Agreement.

On August 20, 2012, subsidiaries of Emmis Communications Corporation (collectively, “Emmis”), a subsidiary of Grupo Radio Centro, S.A.B. de C.V. (“GRC”) and certain of GRC’s “Qualified Designees” (as defined in the Put and Call Agreement dated April 3, 2009 (as amended, the “Put and Call Agreement”)) entered into a Third Amendment to Put and Call Agreement (the “Third Amendment”) pursuant to which Emmis agreed to reinstate and extend until August 23, 2012 the Qualified Designees’ right to purchase radio station KXOS-FM (f/k/a KMVN-FM), Los Angeles, CA (the “Station”) for $85.5 million.

ITEM 2.01. Completion of Acquisition or Disposition of Assets.

On August 23, 2012, Emmis completed the sale of the Station pursuant to the Put and Call Agreement, as amended by the Third Amendment. Emmis received gross proceeds from the sale of $85.5 million, incurred approximately $1.9 million in transaction expenses and tax obligations, retained $4 million for working capital purposes, and is using the remaining $79.6 million to repay indebtedness under Emmis’ senior credit facility.

Note: Certain statements included in this report which are not statements of historical fact, including but not limited to those identified with the words “expect,” “will” or “look” are intended to be, and are, by this Note, identified as “forward-looking statements,” as defined in the Securities and Exchange Act of 1934, as amended. Such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future result, performance or achievement expressed or implied by such forward-looking statement. Such factors include, among others:

 

  •  

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 the Company with the Securities and Exchange Commission.

Emmis does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise

Signatures.

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

 

    EMMIS COMMUNICATIONS CORPORATION
Date: August 23, 2012     By:  

/s/ J. Scott Enright

          J. Scott Enright, Executive Vice President,
          General Counsel and Secretary