Going Private Merger Transactions

Rubios Restaurant Inc. Schedule 14A dated 7/22/10 (SEC file no. 005-57387):
Rubios entered into an agreement with affiliates of private equity firm Mill Road Capital on May 9 which provides for the merger of a Mill Road subsidiary into the company for cash consideration of approximately $100 million. The source of funds for the transaction consisted of the issuance of preferred shares of a Mill Road subsidiary to Mill Road, Ralph Rubio and other co-investors; credit facilities arranged by GCI Capital Markets, LLC, and issuer cash on hand.
 
Life Quotes, Inc. Schedule 13E-3 dated 6/28/10 (SEC file no. 005-56673):
A company owned and controlled by the president and CEO launched a tender offer that expired on August 12 to acquire all outstanding common shares of Life Quotes at $4 per share, an aggregate of approximately $19 million. LQ Acquisition Corp. obtained the use of the issuer's cash on hand to fund the offer through the execution of the promissory note that is Exhibit (b)(1) of the Schedule TO filed on 6/10/10. Following the tender offer, a short-form merger was consummated under Delaware law whereby any remaining shares were cancelled for the same tender offer price.
 
Emmis Communications Corp. Schedule 13E-3 dated 6/2/2010 (File no. 005-43521):
Seeking the flexibility of being privately-held and to escape the burdens associated with being a public company, Emmis entered into an agreement and plan of merger on May 25 with two entities formed by the chairman and CEO. The merger agreement, which was filed as Appendix IV to the Proxy Statement on Schedule 14A dated 7/6/10, provides for a first-step cash tender offer for common shares and an exchange offer of notes for preferred shares held by Jersey-based private asset management company Alden Global Capital Limited.

Alden announced on September 9 that the proposed revised terms of the deal to take Emmis private were not acceptable. The revised terms were proposed by Emmis and a group of holders of Emmis preferred shares who had objected to the terms agreed between Alden and JS Acquisition, Inc. The tender offer and exchange offer each terminated on September 9 with no common shares purchased and no preferred shares exchanged. Alden filed the notice of termination of the securities purchase agreement as Exhibit 17 to the Schedule 13D dated 9/29/10. The notice of termination of the merger agreement is Exhibit 2.1 to the Emmis Form 8-K dated 9/29/10.