Emmis and Jeff Smulyan extend tender offers


In moves that were expected after the special shareholders meeting at Emmis Communications was adjourned for the second time to reconvene this Friday (8/13), the related tender offers to take the company private have now been extended to 5:00 pm ET Friday the 13th, an hour and a half before the re-scheduled vote.

JS Acquisition, the new company created by CEO Jeff Smulyan to acquire Emmis Communications, has extended its cash tender offer of $2.40 per share for any and all shares of Class A common stock to the 5:00 pm Friday target.

In an update, JS Acquisition reported that 20,234,775 Class A shares had been tendered and not withdrawn by the previous deadline of Friday, August 6th. That’s down from the tally of over 21.2 million which had been tendered and not withdrawn by the original August 3rd tender deadline.

Likewise, Emmis itself has extended until 5:00 pm Friday its tender offer to issue 12% PIK Senior Subordinated Notes due 2017 for existing shares of 6.25% Series A Cumulative Convertible Preferred Stock, with the new notes to be issued at 60% of the face value of the existing preferred shares.

That tender response has also gone backward. Rather than the 1.5 million-plus of preferred shares (out of about 2.8 million) which had been tendered and not withdrawn by the August 3rd deadline, the count as of August 6th had fallen to 516,065.

Smulyan is continuing to negotiate with holders of more than one-third of the preferred shares outstanding, who have demanded a better deal. They hold enough votes to block changes to be voted on at the special shareholders meeting. Smulyan and Emmis have said that the talks are positive, but the tender extension announcements note that “There can be no assurance that either an agreement will be reached with the group of holders of Preferred Stock or that an alternative structure can be implemented.”