EMMIS COMMUNICATIONS CORP
Terms unclear
Unclear — read the filing yourself
In a Dutch auction, tendering too high can cost you the priority. The company picks the lowest price that buys the shares it wants, and everyone at or below that price gets it. Tender above it and your shares come back unpurchased — and because you are not in the accepted pool at all, the odd-lot priority never applies. Most offers have a box meaning "accept whatever price is determined", which keeps you in the pool; the trade-off is that you give up any say in the price. The filing explains both.
| Status | Closed |
|---|---|
| Closing date | 2011-12-30 |
| How it is priced | Dutch auction |
| Odd-lot threshold | Fewer than 100 shares |
| Must tender everything you hold | Not stated |
| Must tick the odd-lot box on the form | Yes |
| Price offered | USD $12.50 to $15.56 per share |
| Most an odd-lot tender could be | $1,237.50 to $1,540.44 |
Where each of these comes from
Every line above was read out of the filing. Here is the wording it was read from, so you can check it.
election_required = True...that this election could mean that none of their Preferred Shares will be purchased if they check a box other than the box representing the price at or below the Final Purchase Price. In addition, odd lot holders who tender all of their Preferred Shares must complete the section entitled “Odd Lots” in the Letter of Transmittal to qualify for the preferential treatment available to odd lot holders as set forth in Section 1 (“Number of Preferred Shares; Proration”). 9 Table of Contents Shareholders may tender Preferred Shares subject to the condition that all, or a specified minimum number of Preferred Shares, be purchased. Any shareholder desiring to make such...
election_required = True...that this election could mean that none of their Preferred Shares will be purchased if they check a box other than the box representing the price at or below the Final Purchase Price. In addition, odd lot holders who tender all of their Preferred Shares must complete the section entitled “Odd Lots” in the Letter of Transmittal to qualify for the preferential treatment available to odd lot holders as set forth in Section 1 (“Number of Preferred Shares; Proration”). Shareholders may tender Preferred Shares subject to the condition that all, or a specified minimum number of Preferred Shares, be purchased. Any shareholder desiring to make such a conditional tender...
expiry = 2011-12-30...Cumulative Convertible Preferred Stock At a Cash Purchase Price Not Greater than $15.56 per Preferred Share Nor Less than $12.50 per Preferred Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 PM, NEW YORK CITY TIME, ON FRIDAY, DECEMBER 30, 2011, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”) Emmis Communications Corporation, an Indiana corporation (the “Company,” “Emmis,” “we,” “us” or “our”), is offering to purchase up to $6,000...
expiry = 2011-12-30...Cumulative Convertible Preferred Stock At a Cash Purchase Price Not Greater than $15.56 per Preferred Share Nor Less than $14.00 per Preferred Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 PM, NEW YORK CITY TIME, ON FRIDAY, DECEMBER 30, 2011, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”) Emmis Communications Corporation, an Indiana corporation (the “Company,” “Emmis,” “we,” “us” or “our”), is offering to purchase up to $6,000...
listed = True...highest reported closing sale price for the Preferred Shares on the Nasdaq-GS was $19.94, and the lowest reported closing sale price was $12.75. See “Risk Factors — The Final Purchase Price may be higher or lower than the prices at which the Preferred Shares trade on Nasdaq-GS before or after the Expiration Date,” “Market Prices of and Dividends or Distributions on the Preferred Shares” and Section 8 (“Price Range of Preferred Shares; No Payment of Unpaid Dividends or Distributions on Preferred Shares Accepted in the Offer”). v Table of Contents Continued Listing of the Preferred Shares on the Nasdaq-GS • W...
listed = True...highest reported closing sale price for the Preferred Shares on the Nasdaq-GS was $19.94, and the lowest reported closing sale price was $12.75. See “Risk Factors — The Final Purchase Price may be higher or lower than the prices at which the Preferred Shares trade on Nasdaq-GS before or after the Expiration Date,” “Market Prices of and Dividends or Distributions on the Preferred Shares” and Section 8 (“Price Range of Preferred Shares; No Payment of Unpaid Dividends or Distributions on Preferred Shares Accepted in the Offer”). Continued Listing of the Preferred Shares on the Nasdaq-GS • We do not intend that...
mechanism = DUTCH...Because we will be purchasing the Preferred Shares at a discount to their liquidation preference and without paying any accrued and unpaid dividends on the Preferred Shares, the Offer will be accretive to the holders of our common equity. We believe that the modified “Dutch Auction” tender offer set forth in this Offer to Purchase represents an efficient mechanism to provide our shareholders with the opportunity to tender all or a portion of their Preferred Shares and thereby receive a return of some or all of their investment if they so elect. The Offer provides shareholders (particularly those who, because of the...
mechanism = DUTCH...Because we will be purchasing the Preferred Shares at a discount to their liquidation preference and without paying any accrued and unpaid dividends on the Preferred Shares, the Offer will be accretive to the holders of our common equity. We believe that the modified “Dutch Auction” tender offer set forth in this Offer to Purchase represents an efficient mechanism to provide our shareholders with the opportunity to tender all or a portion of their Preferred Shares and thereby receive a return of some or all of their investment if they so elect. The Offer provides shareholders (particularly those who, because of the...
price = USD 12.5-15.56...called a modified “Dutch Auction.” This procedure allows you to select the price, within a price range specified by us, at which you are willing to sell your Preferred Shares. The price range for the Offer is $12.50 to $15.56 per Preferred Share. We will select the single lowest purchase price, not greater than $15.56 nor less than $12.50 per Preferred Share, that will allow us to purchase $6,000,000 in value of Preferred Shares at such pric...
price = USD 14.0-15.56...called a modified “Dutch Auction.” This procedure allows you to select the price, within a price range specified by us, at which you are willing to sell your Preferred Shares. The price range for the Offer is $14.00 to $15.56 per Preferred Share. We will select the single lowest purchase price, not greater than $15.56 nor less than $14.00 per Preferred Share, that will allow us to purchase $6,000,000 in value of Preferred Shares at such pric...
threshold = 100...plicable law. If we do so, the preceding provisions will apply to the greater value. Odd Lots. For purposes of the Offer, the term “odd lots” means all Preferred Shares properly tendered at prices at or below the Final Purchase Price held by a shareholder who owns beneficially or of record an aggregate of fewer than 100 Preferred Shares which we refer to as an “odd lot holder,” and so certifies in the appropriate place on the Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery. To qualify for this preference, an odd lot holder must tender Preferred Shares owned beneficially or of record by the odd lot holder in accordance with the procedures desc...
threshold = 100...do so, the preceding provisions will apply to the greater value. 4 Table of Contents Odd Lots. For purposes of the Offer, the term “odd lots” means all Preferred Shares properly tendered at prices at or below the Final Purchase Price held by a shareholder who owns beneficially or of record an aggregate of fewer than 100 Preferred Shares which we refer to as an “odd lot holder,” and so certifies in the appropriate place on the Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery. To qualify for this preference, an odd lot holder must tender Preferred Shares owned beneficially or of record by the odd lot holder in accordance with the procedures desc...
txn_type = TENDER_OFFEREX-99.A.1.I 2 y05335exv99waw1wi.htm EX-99.A.1.I exv99waw1wi Table of Contents Exhibit (a)(1)(i) Offer to Purchase by Emmis Communications Corporation Up to $6,000,000 in Value of Shares of Its 6.25% Series A Cumulative Convertible Preferred Stock At a Cash Purchase Price Not Greater than $15.56 per Preferred Share Nor Less than $12.50 per Preferred Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 PM, NEW YORK CITY TIME, ON...
txn_type = TENDER_OFFEREX-99.A.1.I 2 y05335a2exv99waw1wi.htm EX-99.A.1.I exv99waw1wi Table of Contents Exhibit (a)(1)(i) Amended Offer to Purchase by Emmis Communications Corporation Up to $6,000,000 in Value of Shares of Its 6.25% Series A Cumulative Convertible Preferred Stock At a Cash Purchase Price Not Greater than $15.56 per Preferred Share Nor Less than $14.00 per Preferred Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 PM, NEW YORK CITY TIME, ON...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2011-12-01 | SC TO-I | original (governing) | View |
| 2011-12-12 | SC TO-I/A | amendment | View |