Core Insights - The E.W. Scripps Company has agreed to sell its Court TV network to Law&Crime, a true crime and legal content studio led by Dan Abrams and owned by Jellysmack [1][5] Group 1: Company Overview - The E.W. Scripps Company is a diversified media company focused on local journalism and operates over 60 stations across more than 40 markets in the U.S. [8] - Scripps also manages national news outlets such as Scripps News and Court TV, along with entertainment brands like ION and Bounce [8] Group 2: Court TV and Law&Crime - Court TV was relaunched by Scripps in May 2019 after acquiring rights from Turner Broadcasting, covering high-profile trials like Johnny Depp v. Amber Heard and Derek Chauvin [2][4] - Law&Crime, acquired by Jellysmack in 2023, is a leading network for true crime content, featuring live trials and expert commentary, with a significant digital presence including over 8 million YouTube subscribers [3][9] Group 3: Strategic Rationale - The transaction aligns with Scripps' long-standing strategy of identifying consumer behavior trends and making strategic decisions to enhance value [4] - Law&Crime's CEO emphasized the importance of maintaining Court TV as a distinct brand while integrating it into their existing content offerings [5]

Core Insights - The E.W. Scripps Company's local ABC station in Detroit, WXYZ-TV, received the Alfred I. duPont-Columbia Award for its investigative series "Shielded," which highlighted systemic failures in police misconduct rehiring practices [1][4] Group 1: Investigation Findings - The investigation by WXYZ-TV, led by reporter Ross Jones, uncovered that police officers in Michigan with serious misconduct records were frequently hired by other law enforcement agencies without public knowledge [2] - The series consisted of 19 reports that detailed how these officers were able to move between departments despite their past misconduct [2] Group 2: Impact of Reporting - The findings from the WXYZ-TV investigation served as a foundation for new legislation, resulting in the suspension of law enforcement licenses for certain officers and leading to a criminal conviction [3] - The reporting exemplifies the mission of Scripps to provide in-depth, fact-based information that serves the public interest, showcasing the importance of investigative journalism [4] Group 3: Company Overview - The E.W. Scripps Company is a diversified media entity, operating over 60 local TV stations across more than 40 markets in the U.S., and is recognized for its commitment to quality local journalism [5] - Scripps also operates national news outlets and entertainment brands, and is the largest holder of broadcast spectrum in the nation [5]

Group 1 - The E.W. Scripps Company will report its fourth-quarter 2025 operating results on February 25, 2026, after market close [1] - A conference call with the company's senior management will occur on February 26, 2026, at 9 a.m. Eastern time [1] - The company provides a replay of the conference call that will be available online approximately four hours after the call [1] Group 2 - The E.W. Scripps Company is a diversified media company and one of the largest local TV broadcasters in the U.S., operating over 60 stations in more than 40 markets [2] - Scripps reaches households nationwide through its national news outlets and entertainment brands, including Scripps News, Court TV, ION, and Bounce [2] - The company is the largest holder of broadcast spectrum in the nation and serves professional and college sports leagues with significant market reach [2]

Core Viewpoint - The E.W. Scripps Company board has unanimously rejected Sinclair, Inc.'s unsolicited acquisition proposal of $7 per share, determining it is not in the best interests of the company and its shareholders [1][2]. Company Overview - The E.W. Scripps Company (NASDAQ: SSP) is a diversified media company, operating over 60 local TV stations across more than 40 markets in the U.S. [5] - Scripps provides quality local journalism and operates national news outlets such as Scripps News and Court TV, along with entertainment brands like ION and Bounce [5]. - The company is the largest holder of broadcast spectrum in the nation and serves professional and college sports leagues with a national broadcast reach of up to 100% of TV households [5]. Board's Position - The board, led by chair Kim Williams, emphasizes its commitment to acting in the best interests of all shareholders, employees, and the communities it serves [2]. - The board remains open to evaluating opportunities to enhance shareholder value, including any future acquisition proposals that align with shareholder interests [2]. Advisory Support - Morgan Stanley & Co. is serving as the financial advisor, while Weil, Gotshal & Manges LLP is acting as the legal advisor to Scripps [3].

Core Viewpoint - The E.W. Scripps Company has adopted a limited-duration shareholder rights plan in response to an unsolicited acquisition proposal, aimed at ensuring all shareholders receive full value and protecting them from coercive tactics [1][2]. Summary by Sections Adoption of Rights Plan - The rights plan is effective immediately and will expire one year from its adoption date, specifically on November 26, 2026 [4]. - The plan allows Scripps to issue rights to shareholders, which will not be immediately exercisable but will be attached to the Class A common shares and common voting shares [3][4]. Purpose and Mechanism - The rights plan is designed to protect shareholders by allowing the board time to evaluate the acquisition proposal and explore other strategic alternatives [2][3]. - If an acquiring person gains beneficial ownership of 10% or more of the Class A common shares, existing shareholders can purchase additional shares at a 50% discount to the market price [4]. Grandfathering Clause - Existing ownership percentages of any person or group owning 10% or more of the Class A common shares prior to the rights plan announcement will be grandfathered, but any increase beyond 0.10% after the announcement will trigger the rights [5]. Company Overview - The E.W. Scripps Company is a diversified media entity, operating over 60 local TV stations across more than 40 markets in the U.S. and providing quality local journalism [6].

Core Viewpoint - The E.W. Scripps Company has received an unsolicited acquisition proposal from Sinclair, Inc., and the company's board will review it to determine the best course of action for shareholders and stakeholders [1][2]. Company Overview - The E.W. Scripps Company is a diversified media company and one of the largest local TV broadcasters in the U.S., operating over 60 stations in more than 40 markets [3]. - Scripps provides quality local journalism and reaches households nationwide through various national news outlets and entertainment brands, including Scripps News, Court TV, ION, and Bounce [3]. - The company is the largest holder of broadcast spectrum in the nation and serves professional and college sports leagues with significant market reach [3]. Board's Response - Scripps shareholders are not required to take any action at this time, as the board will evaluate the unsolicited proposal in consultation with legal and financial advisors [2]. - The company intends to refrain from further comments on the proposal until the board's review is complete [3].

Core Viewpoint - Sinclair has acquired an 8.2% stake in E.W. Scripps, indicating a potential merger as part of a strategy to increase scale in the competitive U.S. media landscape [1][2]. Company Actions - Sinclair disclosed its purchase of Scripps' Class A common stock in a regulatory filing, suggesting intentions for a wider acquisition bid [1]. - Scripps acknowledged Sinclair's stake and stated its board would evaluate any transactions in the best interest of shareholders while also taking measures to protect against opportunistic actions [3]. Market Reaction - Following the news, Scripps' shares surged nearly 40%, closing at approximately $4.28, while Sinclair's stock rose by 4.91%, closing at $16.87 [3]. Industry Context - The potential merger comes amid broader consolidation trends in the U.S. media industry, particularly in local television, with Nexstar Media Group recently announcing a $6.2 billion acquisition of Tegna [4]. - Companies like Sinclair, Nexstar, and Tegna argue that such acquisitions are necessary to compete with larger media and tech companies [5]. Regulatory Considerations - Any merger between Sinclair and Scripps would require regulatory approval, which may be more favorable under the current administration, as indicated by the FCC Chairman's openness to changing ownership rules [8].

Core Viewpoint - Sinclair Inc. has acquired approximately 8.2% of the outstanding class A (non-voting) shares of The E.W. Scripps Company, indicating a strategic investment move in the media sector [1] Company Overview - The E.W. Scripps Company is a diversified media company focused on creating connections through quality local journalism, operating over 60 stations in more than 40 markets across the U.S. [4] - Scripps reaches households nationwide with national news outlets such as Scripps News and Court TV, as well as entertainment brands including ION, ION Plus, ION Mystery, Bounce, Grit, and Laff [4] - The company is the largest holder of broadcast spectrum in the nation and serves professional and college sports leagues with a national broadcast reach of up to 100% of TV households [4] Strategic Focus - Scripps' board of directors and management are committed to driving value for all shareholders through the execution of its strategic plan, ensuring alignment with the best interests of shareholders, employees, and communities [2] - The board is actively evaluating transactions and alternatives that would enhance company value and protect shareholders from opportunistic actions by external parties, including Sinclair [3]

Core Viewpoint - The E.W. Scripps Company will present its business strategies at three upcoming investor conferences in November and December, highlighting its focus on local journalism and media diversification [1][2]. Group 1: Upcoming Conferences - The Wells Fargo TMT Summit will take place on November 18, featuring a fireside chat with CFO Jason Combs and EVP Carolyn Micheli at 3 p.m. PT / 6 p.m. ET [2]. - The Bank of America Securities Leveraged Finance Conference is scheduled for December 2, with a presentation by CFO Jason Combs and Treasurer Becky Riegelsberger at 8:50 a.m. ET [2]. - The Noble Emerging Growth Equity Conference (NobleCon21) will occur on December 3, including a fireside chat with key executives, time to be determined [2]. Group 2: Company Overview - The E.W. Scripps Company is a diversified media entity, recognized as one of the largest local TV broadcasters in the U.S., operating over 60 stations across more than 40 markets [3]. - The company provides quality local journalism and operates national news outlets such as Scripps News and Court TV, along with entertainment brands like ION, Bounce, Grit, and Laff [3]. - Scripps holds the largest broadcast spectrum in the nation and serves various sports leagues and teams with extensive local and national broadcast reach [3].

Financial Data and Key Metrics Changes - The company reported a third consecutive quarter of results that met or exceeded expectations, driven by the Scripps Sports strategy and strong sales execution [4] - Local media division revenue decreased by 27% due to the absence of political advertising revenue compared to the prior year, while core advertising revenue increased by nearly 2% [6] - The company reported a loss of $0.55 per share, which included various costs that increased the loss by a total of $0.15 per share [10] - Net leverage improved to 4.6 times at the end of Q3, down from 6 times in Q2 of the previous year [12] Business Line Data and Key Metrics Changes - Local media segment profit was nearly $53 million compared to $161 million in Q3 of the previous year [6] - Scripps Networks revenue was approximately flat at $201 million year-over-year, with connected TV revenue up 41% [7][8] - Scripps Networks' segment profit was $53 million, with a segment margin of 27% [9] Market Data and Key Metrics Changes - The company expects local media division revenue to decline by about 30% in Q4, while core revenue is anticipated to increase by about 10% [6] - Scripps Networks' revenue is expected to decrease in the low double-digit range for Q4 due to various factors, including a lack of political revenue and lower upfront advertising [9] Company Strategy and Development Direction - The company is focused on optimizing its portfolio through station swaps and sales, with recent transactions yielding strong valuations [4][22] - The Scripps Sports strategy has been a significant driver of revenue growth, particularly in women's sports and partnerships with various leagues [14][16] - The company is pursuing aggressive distribution on streaming services, projecting connected TV revenue to exceed $120 million in 2025 [18] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's strategies, highlighting strong performance in sports and connected TV revenue streams [13] - The upcoming midterm elections are expected to yield record spending across the advertising ecosystem, positioning the company well for future growth [22] - Management acknowledged challenges in the advertising environment but remains optimistic about the potential for recovery as economic uncertainties are resolved [72] Other Important Information - The company has been actively managing expenses, resulting in improved margins and a focus on fiscal discipline [20] - The Scripps Transformation Office is leveraging technology and AI to enhance operational efficiency and drive growth [20] Q&A Session Summary Question: What is the outlook for further asset sales? - Management indicated there are still significant opportunities for optimizing the portfolio through buying, selling, and swapping stations [26] Question: Can you elaborate on the impact of the government shutdown on revenue? - Management noted that the government shutdown has affected demand and buying from networks, particularly in the Medicare Advantage space [68] Question: How is the advertising environment compared to six months ago? - Management observed some strength in local advertising but noted challenges in the national ad marketplace, particularly in direct response pricing and pharmaceuticals [55][72] Question: What is the company's strategy regarding AI and cost efficiency? - Management expects to provide more information on the impact of technology and AI on operational efficiency in the upcoming year [78]