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Significant Events
6 Months Ended
Aug. 31, 2016
Significant Events [Abstract]  
Other Significant Transactions [Text Block]
Other Significant Events
On July 26, 2016, the Nasdaq Stock Market LLC ("Nasdaq") informed the Company that the Company was in compliance with all applicable requirements for continued listing of its Class A common stock on Nasdaq. The Company requested and received a hearing before the Nasdaq Hearing Panel regarding the Nasdaq Listing Qualifications Staff's June 7, 2016, determination to delist the Company's Class A common stock due to the Company's non-compliance with the minimum bid price requirement. The Hearing Panel determined the Company had regained compliance with the minimum bid price requirement as a result of the one-for-four reverse stock split adopted July 8, 2016, and is otherwise compliant with all applicable Nasdaq listing criteria.
On March 17, 2016, Nasdaq filed with the United States Securities and Exchange Commission Form 25-NSE to formally delist the Company's Preferred Stock from the Nasdaq Global Select Market (formerly listed under the symbol "EMMSP"). The delisting occurred on March 28, 2016. Subsequently, the Company filed a Certification and Notice of Termination of Registration to cause the Preferred Stock to be deregistered under Section 12(g) of the Securities Exchange Act of 1934. Pursuant to the Company's articles of incorporation, each outstanding share of Preferred Stock was automatically converted on April 4, 2016, into the Company's Class A common stock at a ratio of 2.80 shares of Class A common stock for each share of Preferred Stock.
On both March 1, 2016 and June 7, 2016, Emmis contributed an additional $0.5 million to Digonex in the form of convertible debt. As of August 31, 2016. Emmis owns rights that are convertible into at least 78% of the common equity of Digonex.
On August 18, 2016, the Board of Directors of the Company received a letter from E Acquisition Corporation, an Indiana corporation currently owned by Jeffrey H. Smulyan, the Company’s Chairman of the Board, Chief Executive Officer and controlling shareholder, and also expected to be owned by certain directors, officers, and other shareholders of the Company, setting forth a non-binding proposal by which E Acquisition Corporation (the “Proposing Person”), would acquire all the outstanding shares of Class A Common Stock of the Company that are not owned by the Proposing Person at a cash purchase price of $4.10 per share (the “Proposal”). The Proposal contemplates that, following the closing of the proposed transaction, the Company’s shares would no longer be registered with the Securities and Exchange Commission and the Company would no longer be a reporting company or have any public shares traded on Nasdaq.
The Company’s Board of Directors has formed a special committee of independent and disinterested directors (the “Special Committee”) to review and evaluate the Proposal. The members of the Special Committee are Susan Bayh and Peter Lund. The Special Committee has engaged independent legal counsel and independent financial advisors to assist the Special Committee in the evaluation of the Proposal. The Board of Directors has authorized the Company to fund up to $0.5 million of costs associated with the Proposal, plus whatever costs are incurred by the Special Committee in its evaluation of the Proposal. Funding of costs associated with the Proposal in excess of $0.5 million may be authorized by the Special Committee. Through August 31, 2016, the Company incurred $0.3 million of costs associated with the Proposal, which is included in corporate expenses, excluding depreciation and amortization expense in the accompanying condensed consolidated statements of operations.
Also on August 18, 2016, the Company announced it was exploring strategic alternatives for its publishing division (excluding Indianapolis Monthly), WLIB-AM in New York City, and its Terre Haute radio stations. These entities were evaluated for held for sale classification as of August 31, 2016, but the Company determined that the required criteria were not met as of that date.