UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 10, 2020
THE E.W. SCRIPPS COMPANY
(Exact name of registrant as specified in its charter)
|
| | | | |
| Ohio | | 001-10701 | | 31-1223339 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
|
| | | |
| 312 Walnut Street | |
|
| Cincinnati, | Ohio | | 45202 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (513) 977-3000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|
| |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
| |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
| |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
| |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act.
|
| | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Class A Common Stock, par value $0.01 per share | SSP | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
THE E.W. SCRIPPS COMPANY
INDEX TO CURRENT REPORT ON FORM 8-K
|
| | |
| Item No. | | Page |
| | | |
| 8.01 | Other Events | 3 |
| | | |
| 9.01 | Financial Statements and Exhibits | 3 |
Item 8.01 Other Events
The E.W. Scripps Company (“Scripps”) has entered into an agreement with SiriusXM to sell its Stitcher podcast business for $325 million. The sale consideration is comprised of $265 million of upfront cash, an earnout of up to $30 million based on 2020 financial results to be paid in 2021, and an earnout of up to $30 million based on 2021 financial results to be paid in 2022. The transaction is expected to close in the third quarter, pending Hart‑Scott‑Rodino clearance.
Senior management of Scripps will discuss the Stitcher divestiture as well as provide some updates on the local and national businesses during a July 13th, 10 a.m. Eastern, telephone conference call.
Copies of the press release and senior management’s investor call script are filed with this Form 8-K and are attached hereto as Exhibits 99.1 and 99.2, respectively.
Item 9.01 Financial Statements and Exhibits
|
| | |
Exhibit Number | | Description of Item |
| | | |
| | Press release dated July 13, 2020 |
| | | |
| | Senior Management’s Investor Call Script |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
| | |
| THE E.W. SCRIPPS COMPANY |
| | |
| BY: | | /s/ Douglas F. Lyons |
| | | Douglas F. Lyons |
| | | Senior Vice President, Controller and Treasurer |
| | | (Principal Accounting Officer) |
Dated: July 13, 2020
