With the release of its fourth quarter 2024 earnings results expected following Tuesday’s Closing Bell for the Nasdaq market, The E.W. Scripps Co. confirmed that it has entered into a transaction support agreement (TSA) with lenders representing more than 70% of the aggregate principal amount of its outstanding tranche B-2 term loans due May 2026 and tranche B-3 term loans due June 2028.
There’s more: Scripps has also entered into commitment letters with accounts receivable securitization providers for a new A/R securitization facility and its revolving banks to extend a portion of its revolving credit facility through July 2027.
“These transactions will provide Scripps the runway and liquidity to continue the progress of its strategic and operating initiatives,” the company said.
The transactions include:
- Repayment or extension of up to $1.3 billion of existing term loans
The initial consenting lenders holding existing B-2 term loans will exchange certain of their existing B-2 term loans (not otherwise repaid as part of these transactions) for new B-2 term loans due June 2028 and initial consenting lenders holding existing B-3 term loans will exchange their existing B-3 term loans for a combination of new B-2 term loans and new B-3 term loans due November 2029. - New committed financings to support successful execution of the transactions
The company executed commitment letters with new lenders to provide for a $450 million accounts receivable securitization facility, with a portion of such proceeds used to partially repay the existing B-2 term loans and certain initial consenting holders to provide new B-2 term loans, the proceeds of which will be used for cash repayment of any existing B-2 term loans not exchanged or repaid with the proceeds of the accounts receivable securitization facility. - Commitment to enter into a new revolving credit facility to support go-forward liquidity
The company executed a commitment letter with certain existing lenders to provide a new $208 million revolving credit facility due July 2027. The new revolving credit facility will extend and substantially replace a portion of the company’s existing revolving credit facility, with the remaining committed amount of the existing revolver still available for draw.
All holders of existing B-2 term loans and existing B-3 term loans will be offered the opportunity to exchange their term loans for new B-2 term loans and/or new B-3 term loans, as applicable.
Following the transactions, no existing B-2 term loans will remain outstanding, Scripps says. Existing B-3 term loans that remain outstanding after the transaction will be subordinated in right of payment to the new B-2 term loans, new B-3 term loans, new revolving credit facility and non-extended revolving credit facility.
Scripps expects to complete the transactions by April.
“Our agreement includes a series of actions to transform Scripps’ balance sheet and strengthen our ability to implement key strategic initiatives that support our ongoing transformation,” said Scripps Chief Financial Officer Jason Combs. “We are grateful for the broad-based support from our existing and new investors that contributed to this attractive refinancing. As we move forward, we remain focused on improving the company’s operating performance, managing our debt and positioning the company for the future.”
Simpson Thacher & Bartlett LLP served as counsel and Perella Weinberg Partners served as financial advisor to the company. Davis Polk & Wardwell LLP served as counsel and Moelis & Company LLC served as financial advisor to an ad hoc group of certain of the initial consenting holders. Cahill Gordon & Reindel LLP acted as counsel to JPMorgan Chase Bank, N.A., as left lead arranger with respect to the new revolving credit facility. Mayer Brown LLP served as counsel to PNC Bank, National Association, as administrative agent and a lender with respect to the new accounts receivable securitization facility. Orrick Herrington & Sutcliffe LLP served as counsel to KKR Credit Advisors (US) LLC, on behalf of itself, certain of its affiliates and its or their managed funds and accounts, as a lender with respect to the new accounts receivable securitization facility.
Scripps’ Q4 2024 earnings call is scheduled for Wednesday at 9am Eastern. The results were not yet distributed as of RBR+TVBR‘s 4:30pm Eastern deadline on Tuesday, March 11.
