EMMIS COMMUNICATIONS CORPORATION (NASDAQ:EMMS) Files An 8-K Entry into a Material Definitive Agreement

ME Staff 8-k

8 years ago

EMMIS COMMUNICATIONS CORPORATION (NASDAQ:EMMS) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

Entry into a Material Definitive Agreement

On February 23, 2017, subsidiaries of Emmis Communications
Corporation (Emmis) entered into an Asset Purchase Agreement to
sell substantially all of the assets of Atlanta Magazine,
Cincinnati Magazine, Los Angeles Magazine>and Orange Coast
Magazine>to Hour Media Group, LLC. The Purchase Agreement
contains customary representations, warranties, covenants and
indemnities. The transaction is expected to close by the end of
February 2017 following the completion of customary closing
conditions. A copy of the Asset Purchase Agreement is attached as
Exhibit 10.1 and incorporated herein by reference.



Item 2.01	Completion of Acquisition of Disposition of Assets

On February 28, 2017, subsidiaries of Emmis Communications
Corporation completed the sale of substantially all of the assets
of Atlanta Magazine, Cincinnati Magazine, Los Angeles
Magazine>and Orange Coast Magazine>to Hour Media Group, LLC
to an Asset Purchase Agreement dated February 23, 2017. A copy of
the Asset Purchase Agreement is attached as Exhibit 10.1 and
incorporated herein by reference.

Note to this Form 8-K: 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:

general economic and business conditions;

fluctuations in the demand for advertising and demand for
different types of advertising media;

our ability to service our outstanding debt;

competition from new or different media and technologies;

loss of key personnel;

increased competition in our markets and the broadcasting
industry, including our competitors changing the format of a
station they operate

to more directly compete with a station we operate in the same
market;

our ability to attract and secure programming, on-air talent,
writers and photographers;

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;

increases in the costs of programming, including on-air talent;

fluctuations in the market price of publicly traded or other
securities;

new or changing regulations of the Federal Communications
Commission or other governmental agencies;

enforcement of rules and regulations of governmental and other
entities to which the Company is subject;

changes in radio audience measurement methodologies;

war, terrorist acts or political instability; and

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.



Item 9.01	Financial Statements and Exhibits
(d)	Exhibits
Exhibit	Description
10.1	Asset Purchase Agreement between subsidiaries of Emmis Communications Corporation and Hour Media Group, LLC, dated February 23, 2017.

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 down -0.07 at 2.77 with 6,976 shares trading hands.