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 17, 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 7.01. Regulation FD Disclosure.
On April 14, 2009, Emmis Communications Corporation (the Company) commenced a Dutch auction
tender to purchase term loans of Emmis Operating Company (the Borrower) under the Amended and
Restated Revolving Credit and Term Loan Agreement, dated as of November 2, 2006 by and among the
Borrower, the Company, the financial institutions identified therein from time to time as lenders,
Bank of America, N.A., as administrative agent, Deutsche Bank Trust Company Americas, as
syndication agent, General Electric Capital Corporation, Coöperatieve Centrale
Raiffeisen-Boerenleenbank B.A., Rabobank Nederland, New York Branch, and SunTrust Bank, as
co-documentation agents, and Banc of America Securities LLC and Deutsche Bank Securities Inc. as
joint lead arrangers and joint book managers, as amended by that certain First Amendment and
Consent to Amended and Restated Revolving Credit and Term Loan Agreement, dated March 3, 2009. The
Company offered up to $45 million to purchase the term loans at a discount of 45%-55% of the face
amount of the loans. Pursuant to the tender, the Company purchased $34.4 million in face amount of
the Borrowers outstanding term loans for $18.9 million on April 17, 2009. The $34.4 million in
purchased term loans was simultaneously cancelled and forgiven.
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 |
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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. |
The Company does not undertake any obligation to publicly update or revise any forward-looking
statements because of new information, future events or otherwise