Transaction Valuation(1) | Amount of Filing Fee(2) | ||||
$68,796,573 | $4,906 | ||||
(1) | The transaction valuation is estimated solely for purposes of calculating the filing fee. As
of May 24, 2010, Emmis Communications Corporation (Emmis) had outstanding 2,809,170
shares of 6.25% Series A Cumulative Convertible Preferred Stock, par value $0.01 (the
Existing Preferred Stock). The calculation is based on the assumption that all outstanding
shares of the Existing Preferred Stock will be acquired by Emmis in the Exchange Offer, and is
based on the average of the high and low sales prices of the Existing Preferred Stock on May
24, 2010 being $24.49, as reported on the Nasdaq Global Select Market. Based on this
average, the total transaction value is equal to $68,796,573. |
|
(2) | The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, as amended, and Fee Rate Advisory #4 for Fiscal Year 2010, issued
December 12, 2009. The fee equals $71.30 per one million dollars of transaction value. |
þ | Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid:
|
$4906 | Filing Party: | Emmis Communications Corporation, Jeffrey H. Smulyan, JS Acquisition, LLC and JS Acquisition, Inc. |
|||
Form or Registration No.:
|
Schedule TO-I/Schedule 13E-3 | Date Filed: | May 27, 2010 |
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates: |
o | third-party tender offer subject to Rule 14d-1. | |
þ | issuer tender offer subject to Rule 13e-4. | |
þ | going-private transaction subject to Rule 13e-3. | |
o | amendment to Schedule 13D under Rule 13d-2. |
| eliminate the rights of the holders of the Existing Preferred Stock to require Emmis to redeem all or a portion of their shares on the first anniversary after the occurrence of certain going private transactions; | ||
| eliminate the rights of the holders of the Existing Preferred Stock to nominate directors to Emmis board of directors; and | ||
| provide for the automatic conversion upon the Merger (i) of the Existing Preferred Stock (other than the Existing Preferred Stock held by Alden) not exchanged for the New Notes into that amount of consideration that would be paid to holders of Class A Common Stock into which the Existing Preferred Stock was convertible immediately prior to the Merger and (ii) of the Existing Preferred Stock held by Alden into the New Notes, as described in the accompanying Proxy Statement/Offer to Exchange. |
Exhibit | Description | |
(a)(1)(i)*
|
Proxy Statement/Offer to
Exchange dated July 6, 2010. |
|
(a)(1)(ii)*
|
Letter of Transmittal. |
|
(a)(1)(iii)*
|
Notice of Guaranteed Delivery. |
|
(a)(1)(iv)*
|
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees. |
|
(a)(1)(v)*
|
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees. |
|
(a)(1)(vi)*
|
Guidelines for Certification of Taxpayer Identification Number on
Substitute IRS Form W-9. |
|
(a)(1)(vii)
|
Form of Indenture (the New Notes Indenture) between Emmis and U.S. Bank
National Association, as Trustee, with respect to the 12% Senior
Subordinated Notes due 2017 (incorporated by reference to Exhibit T3C to
Emmis Application on Form T-3 dated May 27, 2010). |
|
(a)(l)(viii)
|
Form of New Note (included as Exhibit A to the New Notes Indenture). |
Exhibit | Description | |
(a)(l)(ix)
|
Joint Press Release, dated April 26, 2010, issued by JS Acquisition, Inc.
and Alden Global Capital (incorporated by reference to the Statement on
Schedule TO of JS Acquisition dated April 26, 2010). |
|
(a)(l)(x)
|
Press Release, dated May 26, 2010, issued by Emmis Communications
Corporation (incorporated by reference to the Statement on Schedule TO-C & DEFA 14A of Emmis
Communications Corporation, dated May 26, 2010). |
|
(a)(1)(xi)
|
Press Release,
dated June 23, 2010, issued by JS Acquisition, Inc.
(incorporated by reference to Exhibit (a)(1)(xi) to Amendment
No. 1 to the Statement on Schedule TO of Jeffrey H. Smulyan, JS Acquisition,
Inc. and JS Acquisition, LLC filed with the SEC on June 23, 2010). |
|
(a)(1)(xii)
|
Press Release,
dated June 23, 2010, issued by Emmis Communications Corporation
(incorporated by reference to the DEFA 14A of Emmis
Communications Corporation, dated June 23, 2010). |
|
(a)(1)(xiii)*
|
Press Release,
dated July 6, 2010, issued by Emmis Communications Corporation. |
|
(a)(5)(i)
|
Complaint of Fritzi Ross, on behalf of herself and all
others similarly situated vs. Jeffrey H. Smulyan, Susan B.
Bayh, Gary L. Kaseff, Richard A. Leventhal, Peter A. Lund,
Greg A. Nathanson, Lawrence B. Sorrel, Patrick M. Walsh,
Emmis Communications Corporation, JS Acquisition, Inc., and
Alden Global Capital; Cause No. 49D13 1004 MF 019005, filed
with the Superior Court of Marion County in the State of
Indiana on April 27, 2010 (incorporated by reference to
Exhibit (a)(5)(i) to the Statement on Schedule TO of Jeffrey H. Smulyan, JS Acquisition,
Inc. and JS Acquisition, LLC filed with the SEC on June 2, 2010). |
|
(a)(5)(ii)
|
Complaint of Charles Hinkle, on behalf of himself and all
others similarly situated vs. Susan Bayh, Gary Kaseff,
Richard Leventhal, Peter Lund, Greg Nathanson, Jeffrey H.
Smulyan, Lawrence Sorrel, Patrick Walsh, and Emmis
Communications Corporation; Cause No. 49D10 1004 PL 019747,
filed with the Superior Court of Marion County in the State
of Indiana on April 30, 2010 (incorporated by reference to
Exhibit (a)(5)(ii) to the Statement on Schedule TO of Jeffrey H. Smulyan, JS Acquisition,
Inc. and JS Acquisition, LLC filed with the SEC on June 2, 2010). |
|
(a)(5)(iii)
|
Complaint of William McQueen, on behalf of himself and all
others similarly situated vs. Jeffrey H. Smulyan, Susan B.
Bayh, Gary L. Kaseff, Richard A. Leventhal, Peter A. Lund,
Greg A. Nathanson, Lawrence B. Sorrel, Patrick M. Walsh, JS
Acquisition, Inc., and Alden Global Capital; Cause No.
49D02 1005 MF 020013, filed with the Superior Court of
Marion County in the State of Indiana on May 3, 2010
(incorporated by reference to Exhibit (a)(5)(iii) to the
Statement on Schedule TO of Jeffrey H.
Smulyan, JS Acquisition, Inc. and JS Acquisition, LLC filed with
the SEC on June 2, 2010). |
|
(a)(5)(iv)
|
Complaint of David Jarosclawicz, on behalf of himself and
all others similarly situated vs. Jeffrey H. Smulyan, Susan
B. Bayh, Gary L. Kaseff, Richard A. Leventhal, Peter A.
Lund, Greg A. Nathanson, Lawrence B. Sorrel, Patrick M.
Walsh, JS Acquisition, Incorporated, and Emmis
Communications Corporation; Cause No. 49D03 1005 PL 020506,
filed with the Superior Court of Marion County in the State
of Indiana on May 6, 2010 (incorporated by reference to
Exhibit (a)(5)(iv) to the Statement on Schedule TO of Jeffrey H. Smulyan, JS Acquisition,
Inc. and JS Acquisition, LLC filed with the SEC on June 2, 2010). |
|
(a)(5)(v)
|
Complaint of Timothy Stabosz, on behalf of himself and all
others similarly situated vs. Susan Bayh, Gary Kaseff,
Richard Leventhal, Peter Lund, Greg Nathanson, Jeffrey H.
Smulyan, Lawrence Sorrel, Patrick Walsh, and Emmis
Communications Corporation; Cause No. 49D11 1005 PL 021432,
filed with the Superior Court of Marion County in the State
of Indiana on May 12, 2010 (incorporated by reference to
Exhibit (a)(5)(v) to the Statement on Schedule TO of Jeffrey H. Smulyan, JS Acquisition,
Inc. and JS Acquisition, LLC filed with the SEC on June 2, 2010). |
|
(a)(5)(vi)
|
Complaint of Richard Frank, on behalf of himself and all
others similarly situated v. Jeffrey H. Smulyan, Susan
Bayh, Gary Kaseff, Richard Leventhal, Peter Lund, Greg
Nathanson, Lawrence Sorrel, Patrick Walsh, Emmis
Communications Corporation, JS Acquisition, Inc., JS
Acquisition, LLC, and Alden Global Capital; Cause No. 49D10
1006 PL 025149, filed with the Superior Court of Marion
County in the State of Indiana on June 4, 2010
(incorporated by reference to Exhibit (a)(5)(vi) to
Amendment No. 1 to the
Statement on
Schedule TO of Jeffrey H. Smulyan, JS
Acquisition, Inc. and JS Acquisition, LLC filed with the SEC on
June 23, 2010). |
|
(a)(5)(vii)
|
Complaint of Ted Primich, on behalf of himself and all
others similarly situated v. Jeffrey Smulyan, Patrick
Walsh, Susan Bayh, Gary Kaseff, Richard Leventhal, Lawrence
Sorrel, Greg Nathanson, Peter Lund, Emmis Communications
Corporation, JS Acquisition, Inc., and JS Acquisition, LLC;
Action No. 10-cv-0782SEB-TAB; filed in the United States
District Court for the Southern District of Indiana on June
18, 2010 (incorporated by reference to Exhibit (a)(5)(vii)
to Amendment No. 1 to the Statement on Schedule TO of Jeffrey H.
Smulyan, JS Acquisition, Inc. and JS Acquisition, LLC filed with
the SEC on June 23, 2010). |
|
(c)(i)
|
Materials Prepared by Moelis & Company, dated April 19, 2010
(incorporated by reference to Exhibit (c)(i) of Amendment
No. 1 to the Statement on Schedule TO of Jeffrey H.
Smulyan, JS Acquisition, Inc. and JS Acquisition, LLC filed
with the SEC on June 23, 2010). |
|
(c)(ii)
|
Material Prepared by BIA Capital Strategies, LLC, dated April 2010 (incorporated by
reference to Exhibit (c)(ii) of Amendment No. 2 to the Statement on Schedule TO of Jeffery H.
Smulyan, JS Acquisition, Inc. and JS Acquisition, LLC filed with the SEC on July 1, 2010). |
|
(d)(i)
|
Letter of Intent, dated April 26, 2010, by and between Alden Global
Capital and JS Acquisition (incorporated by reference to the Statement on
Schedule TO of JS Acquisition, dated April 26, 2010). |
|
(d)(ii)*
|
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 Acquisition, LLC
and Jeffrey H. Smulyan (attached as Appendix II to the Proxy
Statement/Offer to Exchange). |
|
(d)(iii)*
|
Form of Amended and Restated Operating Agreement, to be entered into by
and among Alden Media Holdings, LLC, Jeffrey H. Smulyan, JS Acquisition,
LLC and certain other parties (attached as Appendix III to the Proxy
Statement/Offer to Exchange). |
|
(d)(iv)*
|
Agreement and Plan of Merger, dated May 25, 2010, by and among Emmis,
JS Acquisition, LLC and JS Acquisition, Inc. (attached as Appendix IV to
the Proxy Statement/Offer to Exchange). |
|
(d)(v)**
|
Form of Registration Rights Agreement to be entered into by and among JS
Acquisition, LLC, Alden Media Holdings, LLC and Jeffrey H. Smulyan on the
date of the closing of the transactions contemplated by the Alden Purchase
Agreement. |
|
(d)(vi)
|
Rollover Agreement, dated
May 24, 2010, by and among JS Acquisition,
LLC, and the Rolling Shareholders (as defined therein (incorporated by reference to Jeffrey H.
Smulyans Schedule 13D/A filed with the Commission on May 27, 2010)). |
|
(d)(vii)*
|
Amendment and
Consent Letter Agreement, dated June 23,
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 Acquisition, LLC and
Jeffrey H. Smulyan (attached as Appendix V to the Proxy Statement/Offer to Exchange). |
|
* | Filed herewith | |
** | Previously filed |
EMMIS COMMUNICATIONS CORPORATION |
||||
By: | /s/ J. Scott Enright | |||
Name: | J. Scott Enright | |||
Title: | Executive Vice President, General Counsel and Secretary | |||
JS ACQUISITION, LLC |
||||
By: | /s/ Jeffrey H. Smulyan | |||
Name: | Jeffrey H. Smulyan | |||
Title: | President, Treasurer and Secretary | |||
JS ACQUISITION, INC. |
||||
By: | /s/ Jeffrey H. Smulyan | |||
Name: | Jeffrey H. Smulyan | |||
Title: | President, Treasurer and Secretary | |||
/s/
Jeffrey
H. Smulyan
Mr. Jeffrey H. Smulyan |
Exhibit | Description | |
(a)(1)(i)*
|
Proxy Statement/Offer to
Exchange dated July 6, 2010. |
|
(a)(1)(ii)*
|
Letter of Transmittal. |
|
(a)(1)(iii)*
|
Notice of Guaranteed Delivery. |
|
(a)(1)(iv)*
|
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees. |
|
(a)(1)(v)*
|
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees. |
|
(a)(1)(vi)*
|
Guidelines for Certification of Taxpayer Identification Number on
Substitute IRS Form W-9. |
|
(a)(1)(vii)
|
Form of Indenture (the New Notes Indenture) between Emmis and U.S. Bank
National Association, as Trustee, with respect to the 12% PIK Senior
Subordinated Notes due 2017 (incorporated by reference to Exhibit T3C to
Emmis Application on
Form T-3, dated May 27, 2010). |
|
(a)(l)(viii)
|
Form of New Note (included as Exhibit A to the New Notes Indenture). |
|
(a)(l)(ix)
|
Joint Press Release, dated April 26, 2010, issued by JS Acquisition, Inc.
and Alden Global Capital (incorporated by reference to the Statement on
Schedule TO of JS Acquisition, dated April 26, 2010). |
|
(a)(l)(x)
|
Press Release, dated May 26, 2010, issued by Emmis Communications Corporation (incorporated by reference to the
Statement on Schedule TO-C & DEFA 14A of Emmis
Communications Corporation, dated May 26, 2010). |
|
(a)(1)(xi)
|
Press Release,
dated June 23, 2010, issued by JS Acquisition, Inc.
(incorporated by reference to Exhibit (a)(1)(xi) to Amendment
No. 1 to the Statement on Schedule TO of Jeffrey H. Smulyan, JS Acquisition,
Inc. and JS Acquisition, LLC filed with the SEC on June 23, 2010). |
|
(a)(1)(xii)
|
Press Release,
dated June 23, 2010, issued by Emmis Communications Corporation
(incorporated by reference to the DEFA 14A of Emmis Communications
Corporation, dated June 23, 2010). |
|
(a)(1)(xiii)*
|
Press Release,
dated July 6, 2010, issued by Emmis Communications Corporation. |
|
(a)(5)(i)
|
Complaint of Fritzi Ross, on behalf of herself and all
others similarly situated vs. Jeffrey H. Smulyan, Susan B.
Bayh, Gary L. Kaseff, Richard A. Leventhal, Peter A. Lund,
Greg A. Nathanson, Lawrence B. Sorrel, Patrick M. Walsh,
Emmis Communications Corporation, JS Acquisition, Inc., and
Alden Global Capital; Cause No. 49D13 1004 MF 019005, filed
with the Superior Court of Marion County in the State of
Indiana on April 27, 2010 (incorporated by reference to
Exhibit (a)(5)(i) to the Schedule TO of Jeffrey H. Smulyan, JS Acquisition,
Inc. and JS Acquisition, LLC filed with the SEC on June 2, 2010). |
|
(a)(5)(ii)
|
Complaint of Charles Hinkle, on behalf of himself and all
others similarly situated vs. Susan Bayh, Gary Kaseff,
Richard Leventhal, Peter Lund, Greg Nathanson, Jeffrey H.
Smulyan, Lawrence Sorrel, Patrick Walsh, and Emmis
Communications Corporation; Cause No. 49D10 1004 PL 019747,
filed with the Superior Court of Marion County in the State
of Indiana on April 30, 2010 (incorporated by reference to
Exhibit (a)(5)(ii) to the Statement on Schedule TO of Jeffrey H. Smulyan, JS Acquisition,
Inc. and JS Acquisition, LLC filed with the SEC on June 2, 2010). |
|
(a)(5)(iii)
|
Complaint of William McQueen, on behalf of himself and all
others similarly situated vs. Jeffrey H. Smulyan, Susan B.
Bayh, Gary L. Kaseff, Richard A. Leventhal, Peter A. Lund,
Greg A. Nathanson, Lawrence B. Sorrel, Patrick M. Walsh, JS
Acquisition, Inc., and Alden Global Capital; Cause No.
49D02 1005 MF 020013, filed with the Superior Court of
Marion County in the State of Indiana on May 3, 2010
(incorporated by reference to Exhibit (a)(5)(iii) to the Schedule TO of Jeffrey H.
Smulyan, JS Acquisition, Inc. and JS Acquisition, LLC filed with
the SEC on June 2, 2010). |
|
(a)(5)(iv)
|
Complaint of David Jarosclawicz, on behalf of himself and
all others similarly situated vs. Jeffrey H. Smulyan, Susan
B. Bayh, Gary L. Kaseff, Richard A. Leventhal, Peter A.
Lund, Greg A. Nathanson, Lawrence B. Sorrel, Patrick M.
Walsh, JS Acquisition, Incorporated, and Emmis
Communications Corporation; Cause No. 49D03 1005 PL 020506,
filed with the Superior Court of Marion County in the State
of Indiana on May 6, 2010 (incorporated by reference to
Exhibit (a)(5)(iv) to the Statement on Schedule TO of Jeffrey H. Smulyan, JS Acquisition,
Inc. and JS Acquisition, LLC filed with the SEC on June 2, 2010). |
|
(a)(5)(v)
|
Complaint of Timothy Stabosz, on behalf of himself and all
others similarly situated vs. Susan Bayh, Gary Kaseff,
Richard Leventhal, Peter Lund, Greg Nathanson, Jeffrey H.
Smulyan, Lawrence Sorrel, Patrick Walsh, and Emmis
Communications Corporation; Cause No. 49D11 1005 PL 021432,
filed with the Superior Court of Marion County in the State
of Indiana on May 12, 2010 (incorporated by reference to
Exhibit (a)(5)(v) to the Statement on Schedule TO of Jeffrey H. Smulyan, JS Acquisition,
Inc. and JS Acquisition, LLC filed with the SEC on June 2, 2010). |
|
(a)(5)(vi)
|
Complaint of Richard Frank, on behalf of himself and all
others similarly situated v. Jeffrey H. Smulyan, Susan
Bayh, Gary Kaseff, Richard Leventhal, Peter Lund, Greg
Nathanson, Lawrence Sorrel, Patrick Walsh, Emmis
Communications Corporation, JS Acquisition, Inc., JS
Acquisition, LLC, and Alden Global Capital; Cause No. 49D10
1006 PL 025149, filed with the Superior Court of Marion
County in the State of Indiana on June 4, 2010
(incorporated by reference to Exhibit (a)(5)(vi) to
Amendment No. 1 to the Statement on Schedule TO of Jeffrey H. Smulyan, JS
Acquisition, Inc. and JS Acquisition, LLC filed with the SEC on
June 23, 2010). |
|
(a)(5)(vii)
|
Complaint of Ted Primich, on behalf of himself and all
others similarly situated v. Jeffrey Smulyan, Patrick
Walsh, Susan Bayh, Gary Kaseff, Richard Leventhal, Lawrence
Sorrel, Greg Nathanson, Peter Lund, Emmis Communications
Corporation, JS Acquisition, Inc., and JS Acquisition, LLC;
Action No. 10-cv-0782SEB-TAB; filed in the United States
District Court for the Southern District of Indiana on June
18, 2010 (incorporated by reference to Exhibit (a)(5)(vii)
to Amendment No. 1 to the Statement on Schedule TO of Jeffrey H.
Smulyan, JS Acquisition, Inc. and JS Acquisition, LLC filed with
the SEC on June 23, 2010). |
|
(c)(i) |
Materials
Prepared by Moelis & Company, dated April 19, 2010
(incorporated by reference to Exhibit (c)(i) of Amendment No. 1
to the Statement on Schedule TO of Jeffrey H. Smulyan, JS
Acquisition, Inc. and JS Acquisition, LLC filed with the SEC on June 23, 2010). |
|
(c)(ii) | Material Prepared by BIA Capital Strategies, LLC, dated April 2010 (incorporated by
reference to Exhibit (c)(ii) of Amendment No. 2 to the Statement on Schedule TO of Jeffery H.
Smulyan, JS Acquisition, Inc. and JS Acquisition, LLC filed with the SEC on July 1, 2010). |
|
(d)(i) |
Letter of Intent, dated April 26, 2010, by and between Alden Global
Capital and JS Acquisition (incorporated by reference to the Statement on
Schedule TO of JS Acquisition, dated April 26, 2010). |
|
(d)(ii)*
|
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 Acquisition, LLC
and Jeffrey H. Smulyan (attached as Appendix II to the Proxy
Statement/Offer to Exchange). |
|
(d)(iii)*
|
Form of Amended and Restated Operating Agreement, to be entered into by
and among Alden Media Holdings, LLC, Jeffrey H. Smulyan, JS Acquisition,
LLC and certain other parties (attached as Appendix III to the Proxy
Statement/Offer to Exchange). |
|
(d)(iv)*
|
Agreement and Plan of Merger, dated May 25, 2010, by and among Emmis,
JS Acquisition, LLC and JS Acquisition, Inc. (attached as Appendix IV to
the Proxy Statement/Offer to Exchange). |
|
(d)(v)**
|
Form of Registration Rights Agreement to be entered into by and among JS
Acquisition, LLC, Alden Media Holdings, LLC and Jeffrey H. Smulyan on the
date of the closing of the transactions contemplated by the Alden Purchase
Agreement. |
|
(d)(vi)
|
Rollover Agreement, dated
May 24, 2010, by and among JS Acquisition,
LLC, and the Rolling Shareholders (as defined therein) (incorporated
by reference to Jeffrey H. Smulyans Schedule 13D/A, filed with the
Commission on May
27, 2010). |
|
(d)(vii)*
|
Amendment and
Consent Letter Agreement, dated June 23,
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 Acquisition, LLC and
Jeffrey H. Smulyan (attached as Appendix V to the Proxy Statement/Offer to Exchange). |
|
* | Filed herewith | |
** | Previously Filed |