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Rigrodsky & Long, P.A. Investigates Emmis Communications Corp. Going Private Offer
Rigrodsky & Long, P.A. announces that it is investigating potential claims against the board of directors of Emmis Communications Corp. (“Emmis” or the “Company”) (Nasdaq: EMMS) concerning the Company’s entry into a Letter of Intent with JS Acquisition, Inc. (“JS Acquisition”) and Alden Global Capital (“Alden”) pursuant to which JS Acquisition intends to purchase all of the Company’s shares of Class A common stock (excluding shares owned by JS Acquisition, Jeffrey H. Smulyan (the Company’s CEO) and his affiliates) at a price of $2.40 per share.
Are you affected?
- Do you own Emmis Communications Corp. common stock?
- Did you purchase your shares before April 25, 2010?
- Do you feel the buyout is unfair?
- Do you want to dicsuss your rights?
Contact us regarding this investigation.
Full Press Release
Rigrodsky & Long, P.A. Investigates Emmis Communications Corp. Going Private Offer
WILMINGTON, Del., April 26, 2010 -- (BUSINESS WIRE)
Rigrodsky & Long, P.A. announces that it is investigating potential claims against the board of directors of Emmis Communications Corp. (“Emmis” or the “Company”) (Nasdaq: EMMS) concerning the Company’s entry into a Letter of Intent with JS Acquisition, Inc. (“JS Acquisition”) and Alden Global Capital (“Alden”) pursuant to which JS Acquisition intends to purchase all of the Company’s shares of Class A common stock (excluding shares owned by JS Acquisition, Jeffrey H. Smulyan (the Company’s CEO) and his affiliates) at a price of $2.40 per share. (http://www.rigrodskylong.com/news/Emmis).
The investigation concerns whether Emmis’ board of directors failed to adequately shop the Company and obtain the best price possible for Emmis’ shareholders before entering into the Letter of Intent with JS Acquisition and Alden. According to the Company’s most recent proxy statement, Mr. Smulyan already controls approximately 70.4% of the Company’s total voting power through his 100% ownership of the Class B common stock.
The Letter of Intent also contemplates an offer to exchange all of the outstanding shares of preferred stock of Emmis (the “Preferred Stock”) for newly-issued 12% senior subordinated notes due 2017 of Emmis (the “Debt”) with an aggregate principal amount equal to 60% of the aggregate liquidation preference (excluding accrued and unpaid dividends) of the Preferred Stock. In connection with the exchange offer, exchanging holders will be required to consent to (i) eliminate Section 11 of Exhibit A to Emmis’ Articles of Incorporation (providing for a Going Private Redemption), (ii) provide for the automatic conversion of the Preferred Stock upon a merger into that amount of consideration that would be paid to holders of shares of the Class A Common Stock into which the Preferred Stock was convertible immediately prior to the merger, and (iii) eliminate the right of the holders of the Preferred Stock to nominate directors to Emmis’ board of directors. Alden, which currently holds 42% of the Preferred Stock, has agreed to consent to such amendments and exchange its Preferred Stock for Debt.
Upon completion of the transactions, Mr. Smulyan will hold substantially all of a new class of voting common stock of Emmis and Mr. Smulyan and his affiliates will hold all of the outstanding common stock of JS Acquisition. JS Acquisition will own all of a new class of non-voting common stock of Emmis that will represent substantially all of the outstanding equity value of Emmis. Alden has agreed to purchase $80 million principal amount of Series A Convertible Redeemable PIK Preferred Stock of JS Acquisition and will receive nominally-priced warrants in connection therewith.
If you own the common stock of Emmis and purchased your shares before April 25, 2010, if you have information or would like to learn more about these claims, or if you wish to discuss these matters or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Seth D. Rigrodsky, Esquire or Noah R. Wortman, Case Development Director, of Rigrodsky & Long, P.A., 919 N. Market Street, Suite 980, Wilmington, Delaware, by telephone at (888) 969-4242, or by e-mail to info@rigrodskylong.com.
Rigrodsky & Long, P.A., with offices in Wilmington, Delaware and Garden City, New York, regularly litigates securities class, derivative and direct actions, shareholder rights litigation and corporate governance litigation, including claims for breach of fiduciary duty and proxy violations in the Delaware Court of Chancery and in state and federal courts throughout the United States.
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