TITLE OF CLASS | AMOUNT | |
12% PIK Senior Subordinated Notes due 2017 | Up to an aggregate principal | |
amount of $84,275,1001 |
1 The actual aggregate principal amount of 12% PIK Senior Subordinated Notes due 2017 to be issued under the Indenture, which is defined below, may be less and depends upon the aggregate amount of 6.25% Series A Cumulative Convertible Preferred Shares that are exchanged in the Exchange Offer described in Item 2. Additional notes may be issued under the Indenture from time to time after completion of the Exchange Offer. |
(a) | Emmis Communications Corporation (the Company or Applicant) is a corporation. | |
(b) | The Company is organized under the laws of Indiana. |
2
Jurisdiction of | % Owned by | |||
Name of Affiliate | Incorporation | Applicant | ||
Emmis Operating Company |
Indiana | 100% | ||
Emmis Radio, LLC |
Indiana | 100% | ||
Emmis Television Broadcasting, L.P. |
Indiana | 100% | ||
Emmis Publishing, L.P. |
Indiana | 100% | ||
Emmis Indiana Broadcasting, L.P. |
Indiana | 100% | ||
Emmis International Broadcasting Corporation |
California | 100% | ||
Emmis International Holding B.V. |
Netherlands | 100% | ||
Emmis Netherlands B.V. |
Netherlands | 100% | ||
Slager Radio Co. PLtd. |
Hungary | 59.5% | ||
Slager Radio Sales Ltd. |
Hungary | 100% | ||
DExpres, a.s. |
Slovakia | 100% | ||
Expres Media s.r.o. |
Slovakia | 100% | ||
Expres Net a.s. |
Slovakia | 100% | ||
Balkan Broadcasting EAD |
Bulgaria | 100% | ||
Infopress & Co. EOOD |
Bulgaria | 100% | ||
Radio FM & JSC |
Bulgaria | 100% | ||
TRELI OOD |
Bulgaria | 100% | ||
94.6 FM & Radio Varna OOD |
Bulgaria | 100% | ||
99.6 FM & Radio Blagoevgard OOD |
Bulgaria | 100% | ||
94.1 FM & Radio Bourgas EOOD |
Bulgaria | 100% | ||
ORFEI Media FM OOD |
Bulgaria | 100% | ||
Radio SVIAT EOODO |
Bulgaria | 100% | ||
Emmis Meadowlands Corporation |
Indiana | 100% | ||
Emmis Publishing Corporation |
Indiana | 100% | ||
Emmis Television License, LLC |
Indiana | 100% | ||
Emmis Radio License, LLC |
Indiana | 100% | ||
Emmis License Corporation of New York |
California | 100% | ||
Emmis Radio License Corporation of New York |
California | 100% | ||
Mediatex Communications Corporation |
Indiana | 100% | ||
Los Angeles Magazine Holding Company, Inc. |
Indiana | 100% | ||
Radio Austin Management, L.L.C. |
Texas | 100% | ||
Emmis Austin Radio Broadcasting Company, L.P. |
Texas | 100% | ||
Orange Coast Kommunications, Inc. |
Delaware | 100% | ||
Emmis Interactive, Inc. |
Indiana | 100% | ||
KMVN, LLC |
Indiana | 100% | ||
KMVN License, LLC |
Indiana | 100% | ||
Ten Fifty Limited Partnership (L.P. Interest) |
Indiana | 50% | ||
FM Broadcasters LLC |
Illinois | 25% | ||
Waterloo II, Ltd. |
Texas | 6.6% | ||
Ibiquity Digital Corporation |
Delaware | less than 5% |
3
Jurisdiction of | % Owned by | |||||
Name of Affiliate | Incorporation | Applicant | ||||
Duffy Shamrock JV |
Texas | 50 | % | |||
Exponentia |
Canada | 35 | % | |||
BTC, LLC |
Delaware | 12.5 | % |
Name | Position | |
Ian D. Arnold
|
Vice President, Associate General Counsel and Assistant Secretary | |
Susan B. Bayh
|
Director | |
Paul V. Brenner
|
Senior Vice President and Chief Technology Officer | |
Rick Cummings
|
President of Radio Programming | |
J. Scott Enright
|
Executive Vice President, General Counsel and Secretary | |
Ryan A. Hornaday
|
Senior Vice President of Finance and Treasurer | |
Gary L. Kaseff
|
Director | |
Richard A. Leventhal
|
Director | |
Greg Loewen
|
Chief Strategy Officer and President Publishing Division | |
Peter A. Lund
|
Director |
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Name | Position | |
Valerie C. Maki
|
Senior Vice President Emmis Radio Division, Los Angeles Market Manager | |
Greg A. Nathanson
|
Director | |
Deborah Paul
|
Executive Vice President and Editorial Director Publishing | |
Jeffrey H. Smulyan
|
Director, Chairman of the Board of Directors, Chief Executive Officer and President | |
Lawrence B. Sorrel
|
Director | |
Traci L. Thomson
|
Vice President Human Resources | |
Patrick M. Walsh
|
Director, Executive Vice President, Chief Financial Officer and Chief Operating Officer |
Percentage of | ||||||||||||||
Voting Securities | Percentage of | |||||||||||||
Name and Complete | Title of Class | Amount | of Each Class | Combined Voting | ||||||||||
Mailing Address | Owned | Owned | Owned | Power | ||||||||||
Jeffrey H. Smulyan c/o Emmis Communications Corporation, One Emmis Plaza, 40 Monument Circle, Suite 700, Indianapolis, Indiana 46204 |
Class A Common Stock (one vote per share) | 160,506.41 (1) | Less than 1% (6)(7) | Less than 1% (8) | ||||||||||
Class B Common Stock (10 votes per share) | 6,101,476 (2) | 100.0 | % | 63.1% (8) | ||||||||||
Total: 6,261,982.41 (3) | Total: 63.2% (8)(9) | |||||||||||||
Alden Global Distressed Opportunities Master Fund,
L.P. 885 Third Avenue, New York, New York 10022 |
Class A Common Stock (one vote per share) | 4,243,578.28 (4) | 10.1% (6)(7) | 4.4% (8) | ||||||||||
Class B Common Stock (10 votes per share) | (5) | (5) | (5) | |||||||||||
Total: 4,243,578.28 (4) | Total: 4.4% (8)(9) |
5
(1) | Consists of (i) 8,441.41 shares of Class A Common Stock held in the 401(k) Plan, (ii) 9,755 shares of Class A Common Stock held by Mr. Smulyan individually, (iii) 11,120 shares of Class A Common Stock held by Mr. Smulyan as trustee for his children, (iv) 3,000 shares of Class A Common Stock held by Mr. Smulyan as trustee for his niece, (v) options to purchase 97,565 shares of Class A Common Stock that are exercisable currently or within 60 days of May 26, 2010 and (vi) 30,625 shares of Class A Common Stock held by The Smulyan Family Foundation, as to which Mr. Smulyan shares voting and dispositive control. Information about these shares was obtained from Mr. Smulyans Schedule 13D/A, filed on May 27, 2010. | |
(2) | Consists of 4,930,680 shares of Class B Common Stock held by Mr. Smulyan individually and options to purchase 1,170,796 shares of Class B Common Stock that are exercisable currently or within 60 days of May 27, 2010. Information about these shares was obtained from Mr. Smulyans Schedule 13D/A, filed on May 27, 2010. | |
(3) | Because Mr. Smulyan, Alden Global Distressed Opportunities Master Fund, L.P. (Alden) and shareholders of the Company set forth in the Rollover Agreement, dated May 24, 2010, by and among JS Acquisition, LLC and such shareholders (the Rollover Shareholders) might be considered to be a group within the meaning of applicable regulations under the Securities Exchange Act of 1934 (the Exchange Act), Mr. Smulyan might be considered to beneficially own 4,243,578.28 shares of Class A Common Stock beneficially owned by Alden and 1,714,431 shares of Class A Common Stock held by the Rollover Shareholders, making his total beneficial ownership of Class A Common Stock of 6,118,515.69 shares and his total beneficial ownership of Class A and Class B Common Stock combined of 12,219,991.69 shares. | |
(4) | Consists of 1,406,500 shares of Class A Common Stock held by Alden and 2,837,078.28 shares of Class A Common Stock into which the 1,162,737 shares of the Existing Preferred Stock held by Alden are convertible. Information about these shares was obtained from Aldens Schedule 13D/A, filed on May 27, 2010. | |
(5) | Because Alden, the Rollover Shareholders and Mr. Smulyan might be considered to be a group within the meaning of applicable regulations under the Exchange Act, Alden might be considered to beneficially own 160,506.41 shares of Class A Common Stock and 6,101,476 shares of Class B Common Stock beneficially owned by Mr. Smulyan and 1,714,431 shares of Class A Common Stock held by the Rollover Shareholders, making its total beneficial ownership of Class A Common Stock of 6,118,515.69 shares and its total beneficial ownership of Class A and Class B Commons Stock combined of 12,219,991.69 shares. | |
(6) | The calculation of the foregoing percentage is based on (i) 32,905,904 shares of Class A Common Stock outstanding as of April 30, 2010, as disclosed in the Companys Annual Report on Form 10-K for the fiscal year ended February 28, 2010; (ii) 2,837,078.28 shares of Class A Common Stock that would be issued upon conversion of the 1,162,737 shares of Existing Preferred Stock held by Alden; (iii) 6,101,476 shares of Class A Common Stock issuable upon conversion of the shares of Class B Common Stock beneficially owned by Mr. Smulyan (including upon the exercise of options to purchase shares of Class B Common Stock held by Mr. Smulyan that were exercisable on or within 60 days of May 27, 2010) and (iv) the 97,565 shares of Class A Common Stock issuable upon the exercise of options to purchase shares of Class A Common Stock held by Mr. Smulyan that are exercisable currently or within 60 days of May 27, 2010. Each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock. | |
(7) | Because Alden, Mr. Smulyan and the Rollover Shareholders might be considered to be a group within the meaning of applicable regulations under the Exchange Act, each of them might be considered to beneficially own 12,219,991.69 shares of Class A Common Stock (assuming the conversion of each share of Class B Common Stock into one share of Class A Common Stock) and, as a result, might be deemed to beneficially own 29.1% of the outstanding shares of Class A Common Stock. | |
(8) | The calculation of the foregoing percentage is based on (i) 32,905,904 shares of Class A Common Stock outstanding as of April 30, 2010, as disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 2010; (ii) 4,930,680 shares of Class B Common Stock outstanding as of April 30, 2010, as disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 2010; (iii) the number of shares of Class B Common Stock issuable upon the exercise by Mr. Smulyan of options to purchase 1,170,796 shares of Class B Common Stock that are exercisable currently or within 60 days of May 27, 2010; (iv) 2,837,078.28 shares of Class A Common Stock that would be issued upon conversion of the 1,162,737 shares of Existing Preferred Stock held by Alden and (iv) the 97,565 shares of Class A Common Stock issuable upon the exercise of options to purchase shares of Class A Common Stock held by Mr. Smulyan that are exercisable currently or within 60 days of May 27, 2010. | |
(9) | Because Alden, Mr. Smulyan and the Rollover Shareholders might be considered to be a group within the meaning of applicable regulations under the Exchange Act, each of them might be considered to beneficially own 6,118,515.69 shares of Class A Common Stock and 6,101,476 shares of Class B Common Stock and, as a result, might be deemed to beneficially own 69.3% of the combined voting power of the outstanding shares of Class A and Class B Common Stock. |
Amount | Amount | |||||||
Authorized | Outstanding | |||||||
(Number of | (Number of | |||||||
Title of Class | Shares) | Shares) | ||||||
6.25% Series A Cumulative
Convertible Preferred Stock, par
value $0.01 |
10,000,000 | 2,809,170 | ||||||
Class A Common Stock, par value $0.01 |
170,000,000 | 32,905,904 | ||||||
Class B Common Stock, par value $0.01 |
30,000,000 | 4,930,680 | ||||||
Class C Common Stock, par value $0.01 |
30,000,000 | 0 |
6
(a) | Events of Default; Withholding of Notice |
7
(b) | Authentication and Delivery of the New Notes; Use of Proceeds |
(c) | Release and Substitution of Property Subject to Lien of the Indenture |
(d) | Satisfaction and Discharge of the Indenture |
8
(e) | Evidence of Compliance with Conditions and Covenants of the Indenture |
9
Exhibit T3A
|
Second Amended and Restated Articles of Incorporation of Emmis Communications Corporation, as amended effective June 13, 2005 (incorporated herein by reference to Exhibit 3.1 to the Companys Form 10-K for the fiscal year ended February 28, 2006 filed with the Commission on May 12, 2006) | |
Exhibit T3B
|
Amended and Restated Code of By-Laws of Emmis Communications Corporation, as amended through July 30, 2009 (incorporated herein by reference to Exhibit 3.2 to the Companys Form 10-Q for the quarter ended August 31, 2009 filed with the Commission on October 9, 2009) | |
Exhibit T3C*
|
Form of Indenture between the Company and U.S. Bank National Association as Trustee | |
Exhibit T3E.1
|
Preliminary Proxy Statement / Offer to Exchange of the Company, dated May 27, 2010 (incorporated herein by reference to the Companys Schedule 14A filed with the Commission on May 27, 2010 | |
Exhibit T3E.2
|
Form of Letter of Transmittal (incorporated by reference to Exhibit (a)(1)(ii) to the Companys Schedule TO/Schedule 13E-3 filed with the Commission on May 27, 2010) | |
Exhibit T3E.3
|
Form of Notice of Guaranteed Delivery (incorporated by reference to Exhibit (a)(1)(iii) to the Companys Schedule TO/Schedule 13E-3 filed with the Commission on May 27, 2010) | |
Exhibit T3E.4
|
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(iv) to the Companys Schedule TO/Schedule 13E-3 filed with the Commission on May 27, 2010) | |
Exhibit T3E.5
|
Form of Letter to clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(v) to the Companys Schedule TO/Schedule 13E-3 filed with the Commission on May 27, 2010) | |
Exhibit T3E.6
|
Guidelines for Certification of Taxpayer Identification Number on Substitute IRS Form W-9 (incorporated by reference to Exhibit (a)(1)(vi) to the Companys Schedule TO/Schedule 13E-3 filed with the Commission on May 27, 2010) | |
Exhibit T3F
|
TIA Cross Reference Sheet (included in Exhibit T3C immediately following the cover page thereof) |
* | filed herewith |
10
EMMIS COMMUNICATIONS CORPORATION | |||||||
(SEAL) |
|||||||
Attest: | /s/ Seth Horwitz | By: | /s/ J. Scott Enright | ||||
Title: Executive Vice President, General Counsel and Secretary |
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EXHIBIT | DESCRIPTION | |
Exhibit T3A
|
Second Amended and Restated Articles of Incorporation of Emmis Communications Corporation, as amended effective June 13, 2005 (incorporated herein by reference to Exhibit 3.1 to the Companys Form 10-K for the fiscal year ended February 28, 2006 filed with the Commission on May 12, 2006) | |
Exhibit T3B
|
Second Amended and Restated Code of By-Laws of Emmis Communications Corporation, (as amended through May 25, 2010) (incorporated herein by reference to Exhibit 3.2 to the Companys 8-K filed with the Commission on May 27, 2010) | |
Exhibit T3C*
|
Form of Indenture between the Company and U.S. Bank National Association as Trustee | |
Exhibit T3E.1
|
Preliminary Proxy Statement / Offer to Exchange of the Company, dated May 27, 2010 (incorporated herein by reference to the Companys Schedule 14A filed with the Commission on May 27, 2010 | |
Exhibit T3E.2
|
Form of Letter of Transmittal (incorporated by reference to Exhibit (a)(1)(ii) to the Companys Schedule TO/Schedule 13E-3 filed with the Commission on May 27, 2010) | |
Exhibit T3E.3
|
Form of Notice of Guaranteed Delivery (incorporated by reference to Exhibit (a)(1)(iii) to the Companys Schedule TO/Schedule 13E-3 filed with the Commission on May 27, 2010) | |
Exhibit T3E.4
|
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(iv) to the Companys Schedule TO/Schedule 13E-3 filed with the Commission on May 27, 2010) | |
Exhibit T3E.5
|
Form of Letter to clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(v) to the Companys Schedule TO/Schedule 13E-3 filed with the Commission on May 27, 2010) | |
Exhibit T3E.6
|
Guidelines for Certification of Taxpayer Identification Number on Substitute IRS Form W-9 (incorporated by reference to Exhibit (a)(1)(vi) to the Companys Schedule TO/Schedule 13E-3 filed with the Commission on May 27, 2010) | |
Exhibit T3F
|
TIA Cross Reference Sheet (included in Exhibit T3C immediately following the cover page thereof) | |
Exhibit 25.1*
|
Statement of eligibility and qualification on Form T-1 of U.S. Bank National Association, as trustee under the Indenture to be qualified |
* | filed herewith |
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