Item 1.01 Entry into a Material Definitive Agreement.

On March 10, 2020, Emmis QOZ Business, LLC ("EQOZB"), an Indiana limited liability company and wholly-owned subsidiary of Emmis Communications Corporation, an Indiana corporation ("Emmis"), Emmis Operating Company ("EOC"), an Indiana corporation and wholly-owned subsidiary of Emmis, Lencore Acoustics Corporation, a New York corporation ("Lencore"), and the stockholders listed therein (the "Stockholders") entered into a certain Asset Purchase Agreement (the "APA") pursuant to which EQOZB contemporaneously acquired substantially all of the assets of Lencore used and useful in Lencore's sound masking business (the "Sound Masking Business"). The purchase price for the Sound Masking Business was $75.1 million (subject to customary working capital adjustments), and the APA contains customary representations, warranties and covenants. The foregoing description does not purport to be a complete statement of the terms and conditions of the transaction or the rights of the parties to the APA, and is qualified in its entirety by reference to the text of the APA, a copy of which is attached hereto as Exhibit 10.1 and is incorporate herein by reference.

In connection with the closing of the transaction, EQOZB entered into certain additional agreements with Lencore and its affiliates, including:

Restricted Covenant and Technology Cross License Agreement. On March 10, 2020, EQOZB, Lencore, Mercury Notifications, LLC (an affiliate of Lencore, "Mercury") and Jonathan S. Leonard (the principal shareholder of Lencore, "Leonard") entered into a certain Restrictive Covenant and Technology Cross License Agreement (the "RCA") pursuant to which (i) Lencore, Mercury and Leonard agreed not to compete with the Sound Masking Business for a period of five (5) years, and (ii) EQOZB and Lencore each agreed to cross license certain technology to each other on a going forward basis. The foregoing description is qualified in its entirety by reference to the complete terms and conditions of the RCA, which is filed as Exhibit 10.2 hereto and is incorporated by reference herein.

Transition Services Agreement. On March 10, 2020, EQOZB and Lencore entered into a certain Transition Services Agreement (the "TSA") pursuant to which EQOZB and Lencore agreed to provide certain services to each other to facilitate the orderly separation of the Sound Masking Business from Lencore's retained mass notification business. The foregoing description is qualified in its entirety by reference to the complete terms and conditions of the TSA, which is filed as Exhibit 10.3 hereto and is incorporated by reference herein.

Manufacturing Services Agreement. On March 10, 2020, EQOZB and Norfolk Main Mfg. LLC (an affiliate of Lencore, "Norfolk Main") entered into a certain Manufacturing Services Agreement (the "MSA") pursuant to which Norfolk Main will provide certain product manufacturing services to EQOZB. The foregoing description is qualified in its entirety by reference to the complete terms and conditions of the MSA, which is filed as Exhibit 10.4 hereto and is incorporated by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information provided in Item 1.01 of this Report is incorporated by reference into this Item 2.01.

Item 7.01 Regulation FD Disclosure.

On March 11, 2020, Emmis issued a press release announcing the transaction described above. A copy of the press release is furnished herewith as Exhibit 99.1.

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Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The Company intends to file financial statements in accordance with Item 9.01(a) as part of an amendment to this Report no later than 71 calendar days after the required filing date for this Report.

(b) Pro forma financial information.

The Company intends to file pro forma financial statements in accordance with Item 9.01(b) as part of an amendment to this Report no later than 71 calendar days after the required filing date for this Report.



(d)   Exhibits.





Exhibit No.   Description
   10.1         Asset Purchase Agreement among Emmis QOZ Business, LLC, Emmis
              Operating Company, Lencore Acoustics Corporation and the stockholders
              listed therein, dated March 10, 2020.  *#
   10.2         Restrictive Covenant and Technology Cross License Agreement between
              Lencore Acoustics Corporation, Jonathan S. Leonard, Mercury
              Notifications LLC, and Emmis QOZ Business, LLC, dated March 10, 2020.
   10.3         Transition Services Agreement between Emmis QOZ Business, LLC and
              Lencore Acoustics Corporation, dated March 10, 2020.
   10.4         Manufacturing Services Agreement between Emmis QOZ Business, LLC and
              Norfolk Main Mfg. LLC, dated March 10, 2020.
   99.1         Press Release dated March 11, 2020.

* Schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant will furnish a copy of any omitted schedule or exhibit as a supplement to the Commission or its staff upon request.

# Portions of this exhibit, marked by brackets, have been omitted pursuant to Item 601(b)(10) of Regulation S-K because they are both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. The registrant undertakes to promptly provide an unredacted copy of the exhibit on a supplemental basis, if requested by the Commission or its staff.

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