Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 14, 2021
THE E.W. SCRIPPS COMPANY
(Exact name of registrant as specified in its charter)
Ohio
001-10701
31-1223339
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)
312 Walnut Street
Cincinnati,
Ohio
45202
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (513) 977-3000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act.
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, par value $0.01 per share
SSP
NASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
THE E.W. SCRIPPS COMPANY
INDEX TO CURRENT REPORT ON FORM 8-K
Item No.
Page
8.01
Other Events
3
9.01
Financial Statements and Exhibits
3
2
Item 8.01 Other Events
On May 14, 2021, The E.W. Scripps Company ("Company") entered into the First Amendment to Warrant No. 1 to purchase 23,076,923 of the Company’s Class A Common Shares (the “Warrant Amendment”). Following the Warrant Amendment, the warrant will no longer be accounted for as a liability award where mark-to-market changes in the fair value of the warrant are captured as gains or losses in the Company’s statements of operations each reporting period. The fair value of the warrant will be remeasured at May 14, 2021 and the value of the liability on that date will be reclassified to the Company’s equity. The Warrant Amendment is attached hereto as Exhibit 4.2
First Amendment to Warrant Agreement dated as of May 14, 2021
(1) Incorporated by reference to The E.W. Scripps Company Current Report on Form 8-K dated January 4, 2021
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
