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Preferred-shareholder group sues Emmis over restructuring

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A group of Emmis Communications Corp. preferred shareholders, unhappy with a company proposal that would strip them of their right to collect millions of dollars in dividends, filed a lawsuit against the Indianapolis media firm Monday to try to prevent the move.

Preferred shareholders Kevan Fight, Corre Opportunities Fund, Zazove Associates, DJD Group and First Derivative Traders filed a civil action in U.S. District Court alleging Emmis CEO Jeff Smulyan and the company’s board of directors ignored Securities and Exchange Commission rules, failed to file proper documentation, engaged in back-room deals and are illegally attempting to squelch their rights.

The plaintiffs are seeking a preliminary injunction preventing Emmis from holding a special meeting where investors would vote on the plan to weaken preferred shareholders' rights. Emmis said in an SEC filing Monday that it expects to hold that vote in May.

“We believe the allegations in the [lawsuit] are scurrilous and completely without merit," Emmis said in a written statement. "We intend to vigorously defend our actions, and protect the interests of the hundreds of Emmis shareholders from the unreasonable and irrational demands of the few.”

The struggling media company hopes to rekindle interest in its slumping common shares, in part by freeing itself of the obligation to pay four years of dividends to the holders of preferred stock.

Emmis says it amassed voting control over 61 percent of the preferred stock as a result of a buyback program it launched last fall with $35 million in funding from Chicago financier Sam Zell. The company purchased those shares at a huge discount from holders worried over the company's perilous finances.

The changes to be voted on at the special meeting require approval of two-thirds of the preferred shares, a threshold the company has reached by donating shares to an employee benefit trust.

Preferred shareholders say Emmis' plan is illegal, in part because it relies on voting shares that the company retired through buybacks.

“Emmis devised a plan to repurchase the shares yet keep the vote alive," the lawsuit says.

The company late last month filed its own lawsuit asking a court to declare its restructuring plan legal.

Emmis common shares are fetching around 83 cents a piece. NASDAQ has been threatening to delist the shares because they have closed below the $1 threshold since July.

At the special shareholders meeting, Emmis also is asking shareholders to authorize a reverse-stock split that would lift the price of common shares above $1 and prevent delising.

Emmis owns 17 FM and two AM radio stations nationwide, and seven city and specialty magazines. Locally, it operates WFNI-AM 1070, WIBC-FM 93.1, WLHK-FM 97.1 and WYXB-FM 105.7, as well as Indianapolis Monthly magazine.











 

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  • You've got to be kidding!!!
    OK. Where are the individual "Preferred" shareholders on this issue? No dividend for 4 years...now an arbitrary value assigned to the stock and you're forced to sell at some made-up value!
    The only "shareholders" that Emmis wants to defend are the owners of "Common" stock; guess who is the largest owner of "Common" stock? Emmis is a publicly held company...aren't there laws in place to protect shareholders? Where is the governance and oversight to prevent this from happening? Where is the Board...I thought they were there to protect the owners of the company, not the management.
    Yep...I'm getting mad!!

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  1. PJ - Mall operators like Simon, and most developers/ land owners, establish individual legal entities for each property to avoid having a problem location sink the ship, or simply structure the note to exclude anything but the property acting as collateral. Usually both. The big banks that lend are big boys that know the risks and aren't mad at Simon for forking over the deed and walking away.

  2. Do any of the East side residence think that Macy, JC Penny's and the other national tenants would have letft the mall if they were making money?? I have read several post about how Simon neglected the property but it sounds like the Eastsiders stopped shopping at the mall even when it was full with all of the national retailers that you want to come back to the mall. I used to work at the Dick's at Washington Square and I know for a fact it's the worst performing Dick's in the Indianapolis market. You better start shopping there before it closes also.

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