false0000832428
0000832428
2020-07-09
2020-07-09
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 9, 2020
THE E.W. SCRIPPS COMPANY
(Exact name of registrant as specified in its charter)
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Ohio | | 001-10701 | | 31-1223339 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
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312 Walnut Street | |
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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):
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | 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.
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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
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Item No. | | Page |
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8.01 | Other Events | 3 |
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9.01 | Financial Statements and Exhibits | 3 |
Item 8.01 Other Events
The E.W. Scripps Company ("Scripps") has been informed that Nexstar Media Group Inc. ("Nexstar") has transferred its option to purchase Scripps’ New York CW affiliate WPIX to Mission Broadcasting ("Mission") and that Mission has exercised its option to purchase the station for an option price of $75 million plus accrued interest. Pending execution of a definitive purchase agreement and FCC approval, the transaction is expected to close later this year.
Scripps purchased WPIX as part of its acquisition of eight television stations in seven markets from Nexstar. Those stations were being divested in connection with Nexstar’s acquisition of Tribune Media in September 2019.
In its purchase agreement with Nexstar, Scripps granted Nexstar the option to buy back WPIX. The option was exercisable from March 31, 2020, through the end of 2021. Nexstar assigned its option to Mission, and Mission has exercised the option.
A copy of the press release is filed with this Form 8-K and is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
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Exhibit Number | | Description of Item |
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| | Press release dated July 13, 2020 |
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.
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THE E.W. SCRIPPS COMPANY |
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BY: | | /s/ Douglas F. Lyons |
| | Douglas F. Lyons |
| | Senior Vice President, Controller and Treasurer |
| | (Principal Accounting Officer) |
Dated: July 14, 2020