Our M&A lawyers are among the most experienced and effective in the world. We represent many of the world's largest publicly traded and privately held companies, as well as leading private equity firms on their most important mergers, acquisitions and takeover transactions.
Emmis Going Private Tender Offer Launched
On June 2, 2010, JS Acquisition, Inc., a corporation formed by Paul, Weiss client Jeffrey H. Smulyan, the Chairman, CEO and President of Emmis Communications Corporation (Emmis), a diversified media company principally focused on radio broadcasting, commenced a tender offer with respect to Emmis' Class A Common Stock for $2.40 per share in cash.
The tender offer is the first step in a two-step merger transaction to take Emmis private, which has received the approval of a disinterested committee of Emmis' board of directors. In connection with the tender offer, Alden Global Capital, a private asset management company with over $3 billion under management, has agreed to provide approximately $90 million in financing in exchange for preferred and common interests in a joint venture with Mr. Smulyan that will become the new parent of Emmis upon completion of the transaction. Also in connection with the transaction, Emmis has commenced an exchange offer to issue new 12% PIK Senior Subordinated Notes due 2017 in exchange for Emmis' currently outstanding 6.25% Series A Cumulative Convertible Preferred Stock.
The exchange offer is conditioned on obtaining sufficient exit consents from the holders of the existing preferred stock to amend the terms of such preferred stock to eliminate certain rights of the holders, including a par put right following a going private transaction.
The Paul, Weiss team representing JS Acquisition, Inc. and Mr. Smulyan includes, among others, corporate partners James M. Dubin, Eric Goodison and Kelley D. Parker, counsel Didier Malaquin, associates Stephen Friend, D. Branch Furtado, Stanislav Grigoryev, Leslie M. Gold, Noah A. Gold, Seth J. Horwitz, M. Reece Hunt, Marta P. Kelly, Kenneth Y. Li, Daniel Mun, Nathan R. Pusey and Wendy A. Sklaver, and paralegals Brian E. Kauffman and Thomas G. Somerville; tax partner Peter J. Rothenberg and associate Ehab Farah; employee benefits partner Lawrence Witdorchic; litigation partners Martin Flumenbaum and Daniel J. Leffell, and associate Elizabeth G. McCabe; and summer associates Brad D. Feldman, Stephanie K. McKinnon and Payon M. Pirahesh.