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Redeemable Preferred Stock
12 Months Ended
Feb. 29, 2012
Common Stock/Redeemable Preferred Stock [Abstract]  
REDEEMABLE PREFERRED STOCK

3. REDEEMABLE PREFERRED STOCK

Each share of redeemable preferred stock is convertible into a number of shares of common stock, which is determined by dividing the liquidation preference of the share of preferred stock ($50.00 per share) by the conversion price. The conversion price is $20.495, which results in a conversion ratio of 2.44 shares of common stock per share of preferred stock. Dividends are cumulative and payable quarterly in arrears on January 15, April 15, July 15, and October 15 of each year at an annual rate of $3.125 per preferred share when, as, and if declared. Emmis may redeem the preferred stock for cash at 100% of the liquidation preference per share, plus in each case accumulated and unpaid dividends, if any, whether or not declared to the redemption date.

Emmis last paid its quarterly dividend on October 15, 2008. As of February 29, 2012, undeclared dividends in arrears for shares outstanding in which the Company has no economic rights through total return swaps totaled $10.5 million, or $11.17 per share of preferred stock. The Third Amendment to our Credit Agreement prohibits the Company from paying dividends on the Preferred Stock during the Suspension Period (as defined in the Credit Agreement) (See “Liquidity and Capital Resources”). Subject to the restrictions of the Credit Agreement, declaration and payment of future preferred stock dividends is at the discretion of the Company’s Board of Directors. Failure to declare and pay the dividend is not a default under the terms of the Preferred Stock. However, since undeclared dividends in arrears exceed six quarters, the holders of the Preferred Stock exercised their right to elect two persons to our board of directors. One of these directors, Joseph R. Siegelbaum, resigned in November 2011. Michelle D. Bergman was elected by the holders of the Preferred Stock to replace Mr. Siegelbaum at a special meeting of shareholders on April 2, 2012.

On various dates in November 2011 and January 2012, Emmis either purchased or purchased rights in 1,871,529 shares of Preferred Stock at a weighted average price of $15.64 per share. We purchased 386,850 shares for cash and these shares have been retired. The purchase price for the rights in the remaining shares was also paid in cash, but these shares are subject to total return swap arrangements. We have entered into confirmations for total return swaps and voting agreements with several preferred holders. Pursuant to these agreements and arrangements, we have the ability to direct the vote of 1,484,679 shares of Preferred Stock, or approximately 61% of the Preferred Stock outstanding as of February 29, 2012. While the shares of Preferred Stock subject to total return swap and voting agreements are not retired for record purposes, they are considered extinguished for accounting purposes. Accordingly, during the year ended February 29, 2012, we recorded a gain on extinguishment of preferred stock of $61.9 million, net of transaction fees and expenses, which is recorded as a decrease to accumulated deficit and included in the computation of net income available to common shareholders in the accompanying consolidated financial statements.

The confirmations for the total return swaps are longform confirmations governed by a form of ISDA 2002 Master Agreement. The swaps, which have a five year term, provide that in return for payment of the Preferred Stock purchase price described above, we are entitled to receive all payments and other consideration received by the counterparties from us in respect of the counterparties’ Preferred Stock. Therefore, the counterparties will receive no economic benefit by virtue of their continued record ownership of these shares beyond the purchase price we already paid. Until settlement of the swaps, the counterparties will continue to hold legal title and have record ownership of the Preferred Stock, but will be required to vote the Preferred Stock as directed by the Company pursuant to their respective voting agreements. The swaps will settle by delivery of each counterparty’s Preferred Stock to the Company upon the sooner of written notice of termination by the Company (or on any other applicable disruption or termination event) or the expiration of the five year term.

 

On April 2, 2012, the shareholders of the Company approved the 2012 Retention Plan and Trust Agreement (the “2012 Retention Plan”) at a special meeting of shareholders. The Company contributed 400,000 shares of Preferred Stock to the Trust in connection with the approval of the 2012 Retention Plan. See Note 18 for more discussion of the 2012 Retention Plan.