Journal Communications, E.W. Scripps merge broadcast operations, spin off newspapers

Milwaukee Journal Sentinel parent Journal Communications and E.W. Scripps announced tonight that they’re merging their broadcast operations and spinning off their newspapers into a separate company.journal

“Everyone wins,” says Journal Communications CEO Steve Smith.

Journal’s broadcasting assets will become part of Scripps; its Journal Sentinel becomes the flagship newspaper for Journal Media Group, the new company.

Scripps CEO Rich Boehne will continue to run the broadcasting company, while Scripps newspapers senior vice president Tim Stautberg will become Journal Media CEO.

The deal is expected to close in 2015.

* Journal Communications, E.W. Scripps deal announced (jsonline.com) | (cincinnati.com) || Journal Sentinel’s Thursday page one (jsonline.com)

Here are the CEOs’ memos to their employees; Smith’s is first:

Hello everyone,

I am pleased to announce alongside The E.W. Scripps Company a transaction that will merge our respective broadcasting businesses under the Scripps banner and spin off our respective newspaper businesses to form a new public publishing company, Journal Media Group.
scripps
We are excited to be a part of this unique and historic transformation of two legacy media enterprises into two new media companies with strong brands serving markets across the country. Through this transaction, we expect that Scripps and Journal will be able to unlock value for shareholders and sharpen our focus on two industries: Broadcast and Publishing.

Compelling Benefits for our Broadcast Stations
The new Scripps TV group – which will include our Journal Broadcast Group TV stations – will have stations in attractive markets across the country, including in some critical political markets. In addition to creating the fifth largest independent TV group in the country and one of the largest independent owners of ABC-affiliated stations, the transaction will help drive high-quality content and digital operations across a larger platform./CONTINUES

The transaction will also re-introduce Scripps to the radio business and allow the company to benefit from the strong radio clusters Journal has across the country.

With the combination of the Journal and Scripps’ cultures of integrity, performance and community responsibility, we know our broadcast people will continue to thrive. We’re very proud of the work our stations have done and are pleased that this transaction will allow our people to grow professionally while continuing to serve their local markets.

Compelling Benefits for our Publishing Business
With the Milwaukee Journal Sentinel as the flagship in a great collection of newspapers, the increased scale and balance sheet capacity of the new Journal Media Group will help the company navigate the ongoing evolution of the publishing industry. The foundations of any newspaper are dedicated journalists and committed media professionals. We believe the combination of Journal and Scripps newspapers will result in consistently exceptional print and digital journalism along with continued results for our advertising customers. We are confident that, in their local markets, these organizations will continue to be the most comprehensive source of news in this new digital world.

And, of course, we’re very pleased that Journal Media Group will remain based in Milwaukee, which will retain a public company headquarters of a multi-market media business that is expected to have annual revenue over $500 million and approximately 3,600 employees nationwide.

To Learn More About the Transaction
We know you have many questions, and we are committed to answering them as well as providing you with regular updates between now and the expected closing date, which we are anticipating in 2015.

We have put together a preliminary list of Employee Q&A, which is attached here. The news release announcing the transaction is also attached.

All of the documents we’ve filed with the SEC, including the Investor slide deck, will be available on the SEC’s website at www.sec.gov (Click on “Company filings” and type in the ticker “JRN”) and on our website at www.journalcommunications.com/investors.

In addition, we’ve set up a group Google mailbox – AskJournal@jrn.com – to which you can send us your questions so that we can review and respond to them as soon as possible.

Employee Meeting
We’ve planned an employee meeting – with a dial-in – at our State St. headquarters (2nd floor) tomorrow, July 31, at 2 p.m. CDT. We’ll also be on-site at Capitol Dr. and our Burnham printing facility tomorrow and Friday for those who can’t make the State St. meeting. An Infolink with related information will be sent tomorrow morning.

Everyone outside of Milwaukee is encouraged to join tomorrow’s call remotely. Our station GMs will all be provided with the dial-in information and are asked to set up common areas or conference rooms in which to dial in with their teams. The number of call lines is limited, so we ask everyone to dial in from group locations.

Thank You for Your Continued Focus
We have an exciting future ahead of us as we continue to align our businesses to navigate the ever-changing media landscape.

Thank you for everything you do to help our businesses succeed and engage our local communities. I hope you’ll join me in sharing in the excitement of this announcement and seeing how it can benefit our businesses, shareholders and employees.

Steve

E.W. Scripps CEO Rich Boehne’s note to employees:

When visiting with you across the country in the past year, I often talked about those milestone days that changed the course of our company over its 135-year history.

This is one of those days.

Tonight we’re announcing a deal with Journal Communications. Both Scripps and Journal will spin off their entire newspaper operation to create a new publicly traded newspaper company, Journal Media Group. Journal TV and radio operations will merge with Scripps, making our company the fifth-largest independent TV group in the country.

Please click on this video link to hear more from me about this deal. You also can go to WorkLife to see the official news release distributed tonight.

We will provide much more information in the coming weeks.

Thanks,

Rich

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