Jeff Smulyan made buyout offer at $15.25 per share

• Smulyan is CEO - controlling shareholder

• Owns 100% of Class B common (10 votes per share)
• Ownership table

• Offer had $1.4B enterprise value

• EMMS stock chart

Company owns radio stations and other media

• Business description

Special committee

• Established 6.19.06 
• Financial advisors: Morgan Stanley - Lazard
• Legal advisors: Davis Polk - Barnes & Thornburg

• Committee member compensation set 6.29.06

Company sold broadcast stations (Pre-proposal)

• Form 8-K 5.08.06

• Asset purchase agreement

• One station sale closed 7.11.06

Offer withdrawn following hedge fund opposition 

Offer made at $15.25 per share

• Company press release 5.08.06
• Form 8-K 5.08.06

• Company forms special committee
• Pays committee members $50,000

Smulyan Schedule 13D filing

• Amendment #1 5.10.06

• Letter to board 5.07.06
• Highly confident letter (Deutsche Bank)
• Highly confident letter (Banc of America)

Farallon Capital Management

• Schedule 13D 5.11.06

• Reports 9.9% position
• Becomes a 13D filer (had been a 13G filer)
• "Intends to engage in discussions ..."

Martin Capital Management

• Schedule 13D 5.18.06

• Reports 7.2% position
• Includes letter critical of buyout

Offer withdrawn after failed negotiations

• Press release 8.04.06
• Letter to board 8.04.06
• Schedule 13D amendment 8.07.06

Broadcast Companies