The boards of directors of The E.W. Scripps Company (NYSE: SSP) and
Journal Communications (NYSE: JRN) have set the record dates related to
the spin-offs of their respective newspaper businesses and, with respect
to Scripps, the payment of a special cash dividend.
Both Scripps and Journal shareholders of record as of the close of
business on March 25, 2015, will receive shares in Journal Media Group,
the independent newspaper company created by the spin-offs, payable upon
the closing of the transactions.
The Scripps board also declared a $60 million special cash dividend,
which equates to about $1 per share, for shareholders of record of
Scripps as of the close of business on March 25, 2015, payable upon the
closing of the transactions.
The closing date of the transactions is currently scheduled for April 1,
2015.
On the closing date, Scripps and Journal will simultaneously spin off
and merge their newspaper operations to form Journal Media Group and
immediately thereafter merge their broadcast operations, making Scripps
the fifth-largest independent TV station owner.
When-issued trading for Journal Media Group stock will begin on March
23, 2015. On that date, Scripps class A common shares will begin trading
on an “ex-distribution” and “when issued” basis.
Journal Communications shareholders who sell their shares before the
closing date will be selling their right to receive the shares of
Journal Media Group. Scripps shareholders who sell their shares before
the closing date will be selling their right to receive the special cash
dividend and the shares of Journal Media Group. As a result, from March
23, 2015, through the day prior to the closing, Scripps shares and
Journal Communications shares will trade with “due bills”. Shareholders
are encouraged to consult with their financial advisors regarding the
implications of selling Scripps or Journal Communications stock.
On April 1, 2015, “regular way” trading is expected to commence in
Journal Media Group stock and Scripps class A common shares. Scripps
will continue to trade under the symbol “SSP” (NYSE) and Journal Media
Group will trade under the symbol “JMG” (NYSE).
Neither Scripps nor Journal shareholders are expected to recognize gain
or loss, for U.S. federal income tax purposes, in connection with the
spin-offs, except with respect to cash received in lieu of fractional
shares. Journal Communications shareholders are not expected to
recognize gain or loss, for U.S. federal income tax purposes, as a
result of the broadcast merger, except with respect to cash received in
lieu of fractional shares. The Scripps special cash dividend will be
paid out of capital surplus and is expected to constitute a non-taxable
return of capital, for U.S. federal income tax purposes, with respect to
each Scripps share, to the extent of a shareholder’s tax basis in that
Scripps share. Shareholders should consult their own tax advisors about
the particular consequences to them of the dividend, spin-offs and
broadcast merger.
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 Scripps class A common share and each Scripps common voting
share.
No fractional shares will be issued. Shareholders will receive cash in
lieu of fractional shares.
About Scripps
The E.W. Scripps Company (www.scripps.com)
serves audiences and businesses through a growing portfolio of media
brands. In July, Scripps announced a deal with Journal Communications to
merge its 21 local television stations with 12 Journal television
stations and 34 radio stations, which will make Scripps the nation’s
fifth-largest independent owner of TV stations. The two companies also
agreed to spin off their combined newspaper interests to form a new
publicly traded company, to be called Journal Media Group. Scripps runs
an expanding collection of local and national digital journalism and
information businesses, including mobile video news service Newsy
and weather app developer WeatherSphere.
Scripps also produces television shows including The
List and Let’s
Ask America, runs an award-winning investigative reporting newsroom
in Washington, D.C., and serves as the long-time steward of the nation’s
largest, most successful and longest-running educational program, the
Scripps National Spelling Bee. Founded in 1878, Scripps’ motto is
“Give light and the people will find their own way.”
About Journal Communications
Journal Communications, Inc. headquartered in Milwaukee, Wisconsin, is a
diversified media company with operations in television and radio
broadcasting, publishing and digital media. Journal owns and operates or
provides services to 14 television stations and 34 radio stations in 11
states. In addition, Journal publishes the Milwaukee Journal Sentinel,
which serves as the only major daily newspaper for the metro-Milwaukee
area and several community newspapers in Wisconsin. In support of its
strong local broadcasting and publishing brands, Journal operates a
growing portfolio of digital media assets, from websites to apps to
mobile products, that allow viewers, listeners and readers to access
Journal’s original content anytime and from any device. Learn more at www.journalcommunications.com.
Forward-Looking Statements
This communication contains certain forward-looking statements with
respect to the financial condition, results of operations and business
of Scripps and Journal and the combined businesses of Journal and
Scripps and certain plans and objectives of Scripps and Journal with
respect thereto, including the expected benefits of the proposed spin
and merger transactions. These forward-looking statements can be
identified by the fact that they do not relate only to historical or
current facts. Forward-looking statements often use words such as
“anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”,
“believe”, “hope”, “aim”, “continue”, “will”, “may”, “would”, “could” or
“should” or other words of similar meaning or the negative thereof.
There are several factors which could cause actual plans and results to
differ materially from those expressed or implied in forward-looking
statements. Such factors include, but are not limited to, the expected
closing date of the proposed transactions; the possibility that the
expected synergies and value creation from the proposed transactions
will not be realized, or will not be realized within the expected time
period; the risk that the businesses will not be integrated
successfully; disruption from the proposed transactions making it more
difficult to maintain business and operational relationships; the risk
that unexpected costs will be incurred; changes in economic conditions,
political conditions, licensing requirements and tax matters; and the
possibility that the proposed transactions do not close, including, but
not limited to, due to the failure to satisfy the closing conditions.
These forward-looking statements are based on numerous assumptions and
assessments made by Scripps and/or Journal in light of their experience
and perception of historical trends, current conditions, business
strategies, operating environment, future developments and other factors
that each party believes appropriate. By their nature, forward-looking
statements involve known and unknown risks and uncertainties because
they relate to events and depend on circumstances that will occur in the
future. The factors described in the context of such forward-looking
statements in this communication could cause actual results, performance
or achievements, industry results and developments to differ materially
from those expressed in or implied by such forward-looking statements.
Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given
that such expectations will prove to have been correct and persons
reading this communication are therefore cautioned not to place undue
reliance on these forward-looking statements which speak only as at the
date of this communication. Neither Scripps nor Journal assumes any
obligation to update the information contained in this communication
(whether as a result of new information, future events or otherwise),
except as required by applicable law. A further list and description of
risks and uncertainties at Scripps can be found in Scripps’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2013 and in
its reports filed on Form 10-Q and Form 8-K. A further list and
description of risks and uncertainties at Journal can be found in
Journal’s Annual Report on Form 10-K for the fiscal year ended December
29, 2013 and in its reports filed on Form 10-Q and Form 8-K.
Copyright Business Wire 2015