The board remains open to all opportunities to maximize shareholder valueCINCINNATI, Dec. 16, 2025 (GLOBE NEWSWIRE) -- The E.W. Scripps Company (NASDAQ: SSP) board of directors has unanimously decided to reject the unsolicited acquisition proposal submitted by Sinclair, Inc. on Nov. 24, 2025, to acquire all of the outstanding shares of Scripps that it does not already own for $7 per share in a mix of cash and stock. The Scripps board determined, following a careful review and evaluation in consultation with ...

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]

Core Insights - The E.W. Scripps Company reported $526 million in revenue for Q3 2025, a decrease of 19% or $120 million from the previous year [6][24] - The company experienced a loss attributable to shareholders of $49 million, equating to 55 cents per share, compared to a profit of $33 million or 37 cents per share in the prior-year quarter [7][24] - Scripps has successfully reduced its leverage ratio to 4.6x by the end of Q3 2025, down from 4.9x at the start of the year [3][12] Financial Performance - Local Media segment revenue was $325 million, down 27% from the prior-year quarter, with segment profit dropping to $52.8 million from $161 million [8][9] - Scripps Networks segment revenue was $201 million, a slight decrease of 0.4%, but segment profit increased to $53.3 million from $42.1 million [10][34] - Total costs and expenses for the company decreased to $449 million from $472 million in the year-ago quarter [6][24] Strategic Initiatives - The company has focused on expense discipline, achieving a reduction of over 4% in Local Media and 7.5% in Scripps Networks [4][5] - Scripps announced the sale of two stations for $123 million, which is above industry average valuations, contributing to a healthier balance sheet [3][5] - The company is leveraging sports partnerships and programming to drive growth, with core advertising revenue in Local Media up 2% in Q3 [5][14] Future Outlook - For Q4 2025, Local Media revenue is expected to decline by about 30%, while Scripps Networks revenue is projected to decrease in the low double-digit percentage range [18] - The company anticipates strong core revenue growth in Q4, supported by new agreements and continued growth in live sports markets [5][18] - Scripps is committed to optimizing its portfolio and embracing technology to enhance operational efficiencies [6][3]

Core Viewpoint - The E.W. Scripps Company is set to report its third-quarter 2025 operating results on November 6, 2025, with a conference call scheduled for November 7, 2025, at 9:30 a.m. Eastern time [1]. Company Overview - The E.W. Scripps Company is a diversified media entity and one of the largest local TV broadcasters in the U.S., operating over 60 stations across more than 40 markets [2]. - Scripps provides quality local journalism and reaches households nationwide through its national news outlets, including Scripps News and Court TV, as well as entertainment brands like ION, Bounce, Grit, ION Mystery, ION Plus, and Laff [2]. - 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 [2]. - Founded in 1878, Scripps is also known for its stewardship of the Scripps National Spelling Bee and operates under the motto: "Give light and the people will find their own way" [2]. Earnings Call Information - Participants can access a live webcast of the earnings call by registering on the company's investor relations website [3]. - For phone participation, a specific website must be visited to obtain the dial-in number and PIN code for listen-only access [3]. - Analysts wishing to ask questions must register separately to receive a different dial-in and PIN that identifies them by name during the call [3].

Core Insights - The E.W. Scripps Company has expanded its streaming offerings by making six national channels available on Peacock, enhancing its content reach and viewer engagement [1][4]. Company Overview - The E.W. Scripps Company (NASDAQ: SSP) is a diversified media company with a focus on local journalism and operates over 60 stations across more than 40 markets in the U.S. [3] - Scripps is recognized as the largest holder of broadcast spectrum in the nation and serves various audiences through its national news outlets and entertainment brands [3][5]. Streaming Service Details - Peacock, owned by NBCUniversal, provides a wide array of content including current NBC and Bravo series, exclusive Originals, and live sports events, positioning itself as a comprehensive entertainment platform [4]. - The addition of Scripps' channels to Peacock includes ION, ION Mystery, Bounce, Court TV, Court TV Legendary Trials, and Scripps News, which cater to diverse viewer interests [1][2]. Channel Programming Highlights - ION features a broad programming lineup including women's sports and popular off-network series [5]. - ION Mystery offers binge-worthy dramas and docuseries, while Court TV focuses on live coverage and analysis of significant trials [5]. - Bounce targets African American audiences with a mix of original series, movies, and specials [5]. - Scripps News emphasizes objective reporting and in-depth storytelling [5].