The E.W. Scripps Co. has entered into an indenture with U.S. Bank that will see the broadcast TV station ownership group issue $750 million aggregate principal amount of new 9.875% senior secured second lien notes due 2030.
The company led by CEO Adam Symson revealed the arrangement in a SEC filing distributed following Wednesday’s Closing Bell for U.S. financial markets.
These notes will mature on August 15, 2030, and interest on the 2030 Notes is payable semi-annually in arrears on each August 15 and February 15. The interest payments will begin on February 15, 2026, to holders of record on August 1 and February 1 immediately preceding the related interest payment date.
Scripps said the 2030 Notes are guaranteed on a senior secured second lien basis by “substantially all of the company’s domestic subsidiaries and each existing and future material, wholly-owned domestic subsidiary, subject to certain exceptions (including with respect to permitted securitization facility related entities).”
The Notes and the related guarantees are secured by a second priority lien on substantially all of the assets of the company and the guarantors, subject to permitted liens and certain other exceptions (including with respect to accounts receivables and related assets included in a permitted securitization facility).
Scripps shared that may redeem up to 40% of the 2030 Notes at 109.875% at any time and from time to time prior to August 15, 2027 with an amount not to exceed the net cash proceeds from certain equity offerings; provided at least 50% of the aggregate principal amount of the Notes originally issued on the issue date remains outstanding immediately after any such redemption (unless all Notes are redeemed or repurchased substantially concurrently).
At any time and from time to time prior to August 15, 2027, Scripps may redeem all or part of the 2030 Notes by paying 100% of the principal amount thereof plus a make whole premium as of, and accrued but unpaid interest, if any, to, the date of such redemption.
At any time and from time to time on or after August 15, 2027, the Company may redeem the 2030 Notes at its option, in whole or in part, at the redemption prices (expressed as a percentage of the principal amount of the Notes) set forth in the Indenture, plus accrued and unpaid interest to the date of such redemption.
If a Change of Control (as defined in the Indenture) occurs, the company will make an offer to each holder of the Notes to repurchase all or any part of that holder’s Notes for cash at a price equal to 101.0% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase.
The Indenture contains covenants that, among other things and subject to certain exceptions, limit the Company’s ability and the ability of its restricted subsidiaries to:
- (i) incur certain additional debt
- (ii) incur certain liens securing debt
- (iii) pay certain dividends or make other restricted payments
- (iv) make certain investments
- (v) make certain asset sales
- (vi) enter into certain transactions with affiliates.
The Indenture contains customary events of default, including, among other things, failure to make required payments, failure to comply with certain agreements or covenants, failure to pay or acceleration of certain other indebtedness, certain events of bankruptcy and insolvency, and failure to pay certain judgments. An event of default under the Indenture will allow either the Trustee or the holders of at least 30% in aggregate principal amount of the then-outstanding Notes to accelerate the amounts due under the Notes.
In connection with the issuance of the Notes, Scripps on Wednesday named JPMorgan Chase Bank as the administrative agent under its senior credit facilities; and U.S. Bank Trust Company as the collateral agent under the indenture governing the company’s 3.875% senior secured notes due 2029.
