Emmis to Reacquire Stock and Go Private by 2026
|RADIO ONLINE | Friday, September 1, 2023|
Emmis Corporation (formerly Emmis Communications) announced overwhelming support from shareholders to amend its articles of incorporation, as outlined in its proxy statement, to go private after its shareholder meeting on August 29. The transition will reacquire its stock at growing prices over a three-year period. Shares will be redeemed at price points growing from $6 per share in 2023, $6.50 in 2024 and $7.25 in 2025.
Emmis has two classes of Common Stock, with the Class A Common Stock traded on the OTC Market and the Class B Common Stock solely owned by Emmis' Chairman, CEO and Founder Jeff Smulyan. If all the Class A Common Stock is not redeemed by August 29, 2026, all funds in the escrow account (net of reasonable reserves) would be distributed to shareholders either as a dividend or through a partial redemption of the Class A Common Stock.
As a condition to the adoption of the proposed amendments, Smulyan has entered into a voting agreement pursuant to which he has relinquished his right to block a liquidation of the company if all the Class A Common Stock has not been redeemed by August 29, 2026.
"I am grateful to the Emmis shareholders for their tremendous support of our proposal to amend our articles of incorporation, which will give us the opportunity to return significant capital, invest in our current businesses and seek new ventures," said Smulyan.
Also at the meeting, shareholders re-elected Emmis board of directors Richard A. Leventhal, Lawrence B. Sorrel, and Michael W. Schechter (Class A Director) and ratified the selection of Ernst & Young, LLP as Emmis' independent auditor for the fiscal year ended February 29, 2024.
Previously, Emmis' board of directors declared a special dividend of $0.50 per share of common stock that will be paid on September 22 to all holders of record of Emmis' Common Stock as of September 13.
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