EMMIS COMMUNICATIONS CORPORATION (NASDAQ:EMMS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
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Entry into a Material Definitive Agreement
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(Emmis or the Company), entered into an Asset Purchase Agreement
to sell KPWR-FM in Los Angeles, California (the Station) to an
affiliate of the Meruelo Group (the Meruelo Group) for $82.75
million, subject to closing adjustments and prorations. The
Meruelo Group, the owner of KWHY-TV in Los Angeles, California,
has been notified that it will receive proceeds in the television
spectrum incentive auction recently conducted by the Federal
Communications Commission (the FCC), and will use a portion of
the spectrum auction proceeds to purchase KPWR-FM. Following
approval by the FCC of the assignment of the Stations FCC
license, the expiration or earlier termination of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 (HSR Act), the receipt of the proceeds from the
spectrum auction, and the satisfaction of other customary closing
conditions, the transaction is expected to close in the second
half of 2017. The Asset Purchase Agreement contains customary
representations, warranties, covenants and indemnities.
also entered into a Local Programming and Marketing Agreement to
which the Meruelo Group will provide programming and sell
advertising at the Station. The LMA is expected to commence
promptly after expiration or earlier termination of the
applicable waiting period under the HSR Act.
statement of the terms and conditions of the transaction or the
rights of the parties to the foregoing agreements, and is
qualified in its entirety by reference to the text of the Asset
Purchase Agreement and the Local Programming and Marketing
Agreement, copies of which are attached hereto as Exhibits 10.1
and 10.2, respectively.
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Item 7.01
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Regulation FD Disclosure.
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transaction described above. A copy of the press release is
furnished herewith as Exhibit 99.1.>
KPWR-FM for the years ended February 28(29), 2015, 2016, and
2017.
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For the years ended February 28 (29),
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Net revenues
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32,986
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28,183
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24,379
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Station operating expenses, excluding depreciation and
amortization expense |
17,848
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16,305
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16,933
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Depreciation and amortization
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Operating income
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14,568
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11,456
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7,045
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Item 9.01
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Financial Statements and Exhibits
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(d)
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Exhibits
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Exhibit
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Description
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10.1
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Asset Purchase Agreement, dated as of May 8, 2017, by
and among Emmis Radio, LLC, Emmis Radio License, LLC and KWHY-22 Broadcasting, LLC |
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10.2
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Local Programming and Marketing Agreement, dated as of
May 8, 2017, by and among Emmis Radio License, LLC and KWHY-22 Broadcasting, LLC |
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99.1
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Press Release dated May 9, 2017, regarding the
agreement to sell KPWR-FM |
About EMMIS COMMUNICATIONS CORPORATION (NASDAQ:EMMS)
Emmis Communications Corporation is a media company, which is focused on radio broadcasting. The Company operates through three business segments: Radio, Publishing, and Corporate & Emerging Technologies. The Company owns approximately 20 frequency modulation (FM) and over four amplitude modulation (AM) radio stations in New York, Los Angeles, St. Louis, Austin, Indianapolis and Terre Haute, Indiana. The Company publishes various city and regional magazines. The Company’s publishing operations consist of Texas Monthly, Los Angeles, Atlanta, Indianapolis Monthly, Cincinnati and Orange Coast. It also operates Digonex Technologies, Inc., a pricing business. It also develops and licenses TagStation, a cloud-based software platform that allows a broadcaster to manage album art, meta data and enhanced advertising on its various broadcasts, and developed NextRadio, a smartphone application that marries over-the-air FM radio broadcasts with visual and interactive features on smartphones. EMMIS COMMUNICATIONS CORPORATION (NASDAQ:EMMS) Recent Trading Information
EMMIS COMMUNICATIONS CORPORATION (NASDAQ:EMMS) closed its last trading session up +0.68 at 3.26 with 14,707 shares trading hands.