Smulyan extends his Emmis buyout offer yet again

October 7, 2016

Emmis Communications Corp. CEO Jeff Smulyan has extended his $4.10-per-share offer to take the radio company private for a third time.

In a letter to the special committee of the board of directors sent Friday, Smulyan moved the deadline from Friday to Oct. 14. The original deadline for the deal, unveiled Aug. 18, had been Sept. 16.

The additional extension, announced after the close of trading Friday, might be a sign that Smulyan and the special committee are at odds over price. The letter offered no details, merely stating, “Our entire team looks forward to further discussions with the committee and its financial advisor and legal counsel to complete a mutually acceptable transaction.”

Shareholders have become more skeptical the deal will close as talks have dragged on. The stock, which traded as high as $4.25 in late August, closed Friday at $3.98, down 3 cents on the day.

The offer values Emmis at about $50 million. Smulyan, who owns 13 percent of the shares, has rounded up other directors and top brass to join in the buyout, which is being financed by Falcon Investment Advisors, a Boston-based private equity firm.

The special committee of independent directors reviewing the deal consists of attorney Susan Bayh and former CBS Television CEO Peter Lund. The committee is required to make a recommendation on the proposal. The board, excluding directors who are part of the buyout group, would have to approve it before shareholders would vote.

Some shareholders have said they think the $4.10-per-share offer—which represents a 25 percent premium to Emmis’ average closing price over the 90 days before the deal was announced—is too low.

“I’m disappointed and I’m hurt by this offer, and I’m going to fight this with everything I have,” Tim Stabosz, a LaPorte City Council member who owns 150,000 shares, told IBJ in August. “I’m quite certain that I’m not the only stockholder that’s going to stand against this. I think there’s going to be a lot of pushback.”

This marks the third time Smulyan has proposed taking the company private in the last 10 years. A 2010 attempt was blocked at the 11th hour by a group dissident investors. Smulyan called off the 2006 deal after he couldn't reach terms with the board.



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