Scripps, Journal Merging Broadcast Operations, Spinning off Newspapers
July 31, 2014
Untitled Document
The E.W. Scripps Company and Journal Communications have agreed to merge their broadcast operations and spin off and then merge their newspapers, creating two focused and separately traded public companies that offer long-term opportunities to create value for shareholders.

 The merged broadcast and digital media company, based in Cincinnati, will retain The E.W. Scripps Company name, and the Scripps family shareholders will continue to have voting control. The company will have approximately 4,000 employees across its television, radio and digital media operations and is expected to have annual revenue of more than $800 million.

The newspaper company will be called Journal Media Group and will combine Scripps’ daily newspapers, community publications and related digital products in 13 markets with Journal Communications’ Milwaukee Journal Sentinel, Wisconsin community publications and affiliated digital products. The company, with expected annual revenue of more than $500 million and approximately 3,600 employees, will be headquartered in Milwaukee.

The Scripps and Journal Communications boards of directors have approved the stock-for-stock transactions, which are subject to customary regulatory and shareholder approvals.

The deal is expected to close in 2015.

 “In one motion, we’re creating an industry-leading local television company and a financially flexible newspaper company with the capacity and vision to help lead the evolution of their respective industries,” said Rich Boehne, chairman, president and CEO of The E.W. Scripps Company, who will continue at the helm of Scripps. “Making the combinations even more appealing are the rich histories of these two organizations, both driven by a deep commitment to public service through enterprise journalism. For shareholders, this deal should unlock significant value as both companies gain efficiency, scale and more focus on the industry dynamics unique to these businesses.”

“This transaction will create two solid media businesses that will continue to serve their communities with a commitment to integrity and excellence that has been built over many years,” said Steven J. Smith, chairman and CEO of Journal Communications. “Journal’s radio and television stations will add depth and breadth to the Scripps TV group and additional expertise to its management team. The formation of the new Journal Media Group, headquartered in Milwaukee, will continue a tradition of exceptional print and digital journalism in 14 markets across the country. These companies will offer a combination of excellent local media assets and an incredible array of talent in our employees. We look to the future with great optimism and a continued sense of purpose in providing relevant, differentiated content to our local communities across the country.”

Journal Communications’ Class A and Class B shareholders will receive 0.5176 Scripps Class A Common shares and 0.1950 shares in Journal Media Group for each Journal Communications share. Scripps shareholders will receive 0.2500 shares in Journal Media Group for each Class A Common Share and each Common Voting Share they hold in Scripps.

Journal Communications shareholders will own approximately 31 percent of The E.W. Scripps Company’s total shares following the merger. Scripps shareholders will retain approximately 69 percent ownership. The Scripps family will retain its controlling interest in The E.W. Scripps Company through its ownership of Common Voting shares. Scripps shareholders will own 59 percent of the new newspaper company, Journal Media Group, and Journal Communications shareholders will own 41 percent. Journal Media Group will have one class of stock and no controlling shareholder.

Scripps shareholders of record just prior to the closing will receive a $60 million special dividend.

The transaction is expected to be tax-free to shareholders of both companies.

The companies project about $35 million in combined transaction synergies in the near term.




 
Breaking News
Cumulus Names New Programming Leadership In L.A. And Minneapolis
Republic Records And IM Global Announce Multi-Picture Co-Production Pact
2015 NAB Show To Feature FCC Commissioners
Warner Music Group Names James Steven EVP/Communications & Marketing
Entravision Appoints Maria Lopez-Knowles Chief Marketing Officer
Kane Show, Maroon 5 Show Support For Fan
Rick Krim Tapped As Sony/ATV Co-President, U.S.
Courtney Lowery Upped To VP/Publicity At Epic Records
In Brief - March 3, 2015
March 2, 2015
Ipsos Research Study Highlights Continued Strength Of AM/FM Radio In Cars
Cumulus Reports Operating Results For Fourth Quarter And Full Year 2014
KYSR Names Andrew Harms APD/MD/Afternoon Host
Chad Lopez Appointed VP/Market Manager For Cumulus New York
iHeartMedia Names Colleen Valkoun Market President For Madison And Milwaukee
Cumulus Ups Donna Baker To Midwest RVP, Peter Bowen Named Chicago VP/MM
Triton Digital Partners With Edison Research To Deliver Podcast Measurement Technology
Cumulus Taps Jon Lurie As PD At KMGA
In Brief - March 2, 2015
February 27, 2015
Epic Records Names Breyon Prescott Head Of Urban A&R
The Week In Review: 2/23-2/27
Westwood One Rolls Out National Expansion Of The Jonathon Brandmeier Show
In Brief - February 27, 2015
February 26, 2015
Mel Karmazin To Be Honored By The Broadcasters Foundation Of America
Cox Media Group Names Rachel Williamson Director/Digital Revenue Development
New Generation Radio Launches Virtual Jock
Benztown Teams With Vipology To Bring Cost-Effective Websites To Radio
In Brief - February 26, 2015
Music News
Kelly Clarkson Takes Piece By Piece On the Road
Quick Hits: Metallica, My Morning Jacket, Flo Rida, Modest Mouse, Led Zeppelin
Madonna Unveils Rebel Heart Tour
Mumford & Sons Get Wilder On Third LP
Quick Hits: Kanye West, Stone Sour, Radio Disney Music Awards, Lollapalooza Berlin, Bestival
All Apologies From Kanye West
The Week In Review: 2/23-2/27
FMQB Retro-Active: Aerosmith's Joey Kramer Talks Donington DVD, The Beatles, and Rockin and Roastin Coffee
Quick Hits: Mumford & Sons, Madonna, Beale Street Music Festival, Tool
Ed Sheeran, Sam Smith Rule BRIT Awards
Quick Hits: Foo Fighters, Carly Rae Jepsen, The Airborne Toxic Event, Echosmith, Finding Neverland Album with John Legend & Rita Ora
Imagine Dragons Roar To Top Debut
Quick Hits: U2, Firefly Festival, Nico & Vinz, Lady Gaga, Three Days Grace, Free Press Summer Festival
Sam Smith Set For Another U.S. Road Trip
Quick Hits: One Direction, Lorde, Brandon Flowers, Redfoo, Fuji Rock Festival
FMQB NOW

Rob Roberts
OM/Cumulus Atlanta

Advertisement:
Search FMQB.com
Advertisements:
FMQB Member Login
Email:
Pass:

Save
Not a member yet?
Sign up Now!
Sign Up for Breaking News!
Enter FMQB E-Tracking!