Scripps, Journal Shareholder OK Mergers

In separately held meetings today, The E.W. Scripps Co. and Journal Communications received approval from their shareholders for their proposed spinoffs and mergers.

Upon closing of the transactions, Scripps and Journal will merge their broadcast operations, creating an expanded Scripps, while simultaneously spinning off and merging their newspaper operations to form a new publicly traded company called Journal Media Group.

The transactions are expected to close early in the second quarter of 2015. The merged broadcast and digital media company will retain The E.W. Scripps

Co. 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.

Journal Media Group will combine Scripps’ daily newspapers, community publications and related digital products with Journal Communications’ Milwaukee Journal Sentinel, Wisconsin community publications and affiliated digital products. The company, with approximately 3,600 employees, will operate in 14 markets and be headquartered in Milwaukee.

Scripps will continue to trade under the symbol SSP (NYSE) and Journal Media Group will trade under the symbol JMG (NYSE). There are no other regulatory or shareholder-level approvals for completion of the transaction.

Scripps shareholders will receive a $60 million special dividend. The two companies will announce on or about Friday, March 13, the record date for the Scripps special cash dividend and the Scripps and Journal publishing spin-offs.

Wells Fargo Securities acted as exclusive financial adviser to Scripps, Evercore Partners acted as exclusive financial adviser to the Scripps family, and Methuselah Advisors acted as exclusive financial adviser to Journal Communications.