UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): April 3, 2009
EMMIS COMMUNICATIONS CORPORATION
(Exact name of registrant
as specified in its charter)
INDIANA
(State of incorporation or organization)
0-23264
(Commission file number)
35-1542018
(I.R.S. Employer
Identification No.)
ONE EMMIS PLAZA
40 MONUMENT CIRCLE
SUITE 700
INDIANAPOLIS, INDIANA 46204
(Address of principal executive offices)
(317) 266-0100
(Registrants Telephone Number,
Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 1.01. Entry into a Material Definitive Agreement.
On April 3, 2009, Emmis Communications Corporation ( Emmis or the Company), through its
subsidiaries, entered into a Local Programming and Marketing Agreement (LMA) and a Put and Call
Agreement (Put and Call) with a subsidiary of Grupo Radio Centro, S.A.B. de C.V. (GRC), under
which GRC will pay Emmis $7 million dollars per year (and reimburse certain expenses) in exchange
for the right to provide Emmis with programming for radio station KMVN(FM), Los Angeles, CA (the
Station), for up to seven years. The first two years of the LMA fee are being prepaid by GRC.
At any time during the LMA, GRC has the right to purchase the Station under the Put and Call for
$110 million. At the end of the LMA term, Emmis has the right to require GRC to purchase the
Station under the Put and Call for the same amount. Under the LMA, Emmis will continue to own and
operate the Station, with GRC providing Emmis with programming to be broadcast. GRC is obligated
to find a purchaser who meets all applicable FCC ownership requirements if GRC is not qualified to
own the Station at the time of purchase. Any closing under the Put and Call Agreement is subject
to customary representations, warranties and covenants.
The foregoing description of the transactions does not purport to be a complete statement of
the parties rights and obligations under the applicable agreement and is qualified in its entirety
by reference to the LMA, which is filed with this report as Exhibit 10.1 and the Put and Call,
which is filed with this report as Exhibit 10.2. A copy of the press release announcing the
transaction is furnished with this report as Exhibit 99.1.
Note: Certain statements included in this report which are not statements of historical fact,
including but not limited to those identified with the words expect, will or look are
intended to be, and are, by this Note, identified as forward-looking statements, as defined in
the Securities and Exchange Act of 1934, as amended. Such statements involve known and unknown
risks, uncertainties and other factors that may cause the actual results, performance or
achievements of the Company to be materially different from any future result, performance or
achievement expressed or implied by such forward-looking statement. Such factors include, among
others:
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general economic and business conditions; |
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fluctuations in the demand for advertising and demand for different types of advertising
media; |
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our ability to service our outstanding debt; |
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increased competition in our markets and the broadcasting industry; |
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our ability to attract and secure programming, on-air talent, writers and photographers; |
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inability to obtain (or to obtain timely) necessary approvals for purchase or sale
transactions or to complete the transactions for other reasons generally beyond our control; |
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increases in the costs of programming, including on-air talent; |
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inability to grow through suitable acquisitions; |
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changes in audience measurement systems |
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new or changing regulations of the Federal Communications Commission or other
governmental agencies; |
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competition from new or different technologies; |
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war, terrorist acts or political instability; and |
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other factors mentioned in documents filed by the Company with the Securities and
Exchange Commission. |
Emmis does not undertake any obligation to publicly update or revise any forward-looking
statements because of new information, future events or otherwise
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
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EXHIBIT # |
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DESCRIPTION |
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10.1 |
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Local Programming and Marketing Agreement, dated April 3, 2009,
between KMVN, LLC, KMVN License, LLC, and Grupo Radio Centro LA, LLC. |
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10.2 |
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Put and Call Agreement, dated April 3, 2009, between KMVN, LLC,
KMVN License, LLC and Grupo Radio Centro LA, LLC. |
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99.1 |
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Press Release dated April 3, 2009. |