SEC filings Wednesday by Emmis Communications and CEO Jeff Smulyan officially terminated the attempt by Smulyan to take the company private. That just formalized the deal collapse which was announced early this month.
Smulyan’s JS Acquisition has already sued his former financial backer, Alden Global Capital, for backing out of the deal. For its part, Alden denied that it ever agreed to the revised terms resulting from negotiations with dissident preferred shareholders.
For those of you who like to read legalese, here’s the description of the final nail being driven into the deal coffin, as filed with the SEC by Emmis:
“On September 27, 2010, Alden Media Holdings, LLC delivered a notice to JS Parent pursuant to Section 8.1(c) of the Securities Purchase Agreement, dated May 24, 2010, by and among Alden Global Distressed Opportunities Master Fund, L.P., Alden Global Value Recovery Master Fund, L.P., Alden Media Holdings, LLC, JS Parent and Mr. Smulyan, electing to terminate the Securities Purchase Agreement because the conditions to the Offer were not satisfied or waived as of the close of business on September 24, 2010. As a result, on the same day, the Rollover Agreement, dated May 24, 2010, by and among JS Parent and the Rolling Shareholders (as defined therein), was automatically terminated pursuant to Section 5.3 thereof.
Pursuant to Section 10.01(b)(i) of the Merger Agreement, the Merger Agreement may be terminated and the Offer and/or the Merger may be abandoned at any time by JS Parent prior to the effective time of the Merger if the date on which the Class A Shares are first accepted for payment shall not have occurred on or before September 24, 2010. In light of the termination of the Offer, on September 29, 2010, JS Parent sent a notice of termination to Emmis pursuant to Section 10.01(b)(i) of the Merger Agreement, terminating the Merger Agreement. Consequently, the holders of Class A Shares will remain as shareholders of Emmis and Emmis will continue to operate under its current structure. Accordingly, the Merger will not be pursued at this time. The foregoing description is qualified in its entirety by reference to the text of the notice of termination, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K.”