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.
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