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.
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.
Source : http://www.prnewswire.com