Scripps Announces Proposed $700M Placement

The E.W. Scripps Co.’s wholly-owned subsidiary, Scripps Escrow II, Inc. has launched an offering of $700 million of new senior secured notes and $500 million of new senior unsecured notes.

The secured notes are expected to mature in 2029, and the unsecured notes are expected to mature in 2031.

The private offering is subject to market conditions and other factors and is exempt from the registration requirements of the Securities Act of 1933, as amended. Scripps Escrow, which was created solely to issue the notes, will deposit the gross proceeds of the offering into a segregated escrow account until the date that certain escrow release conditions are satisfied.

On Sept. 24, Scripps announced it would acquire the national broadcast network Ion Media for $2.65 billion. Upon the closing of the Ion Media acquisition, Scripps Escrow will merge with and into the company, and the escrow proceeds will be released to the company.

The company will thereupon assume the obligations under the notes, the secured notes will become senior secured obligations of the company, and the unsecured notes will become senior unsecured obligations of the company. The notes will be guaranteed by certain of the company’s existing and future subsidiaries, and the secured notes will be secured on a first-lien basis by substantially all of the existing and future assets of the company and the guarantors that also secure the company’s credit facilities.

Scripps said it intends to use the proceeds from the notes offering to finance the Ion Media acquisition, together with the proceeds of other financing transactions, currently expected to include a $600 million preferred equity investment from Berkshire Hathaway, an incremental term loan of $650 million and $336 million of cash from the balance sheet. The notes offering is not expected to be conditioned on the consummation of any other financing transactions.