8-K 1 a8-kforcordilleracommunica.htm 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 27, 2018
THE E.W. SCRIPPS COMPANY
(Exact name of registrant as specified in its charter)

Ohio |  | 0-16914 |  | 31-1223339
(State or other jurisdiction of incorporation or organization) |  | (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):

o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 o
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. o

THE E.W. SCRIPPS COMPANY
INDEX TO CURRENT REPORT ON FORM 8-K

Item No. |  | Page
1.01 | Entry into a Material Definitive Agreement | 3
9.01 | Financial Statements and Exhibits | 3

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Item 1.01 Entry into a Material Definitive Agreement
On October 27, 2018, The E.W. Scripps Company, through its wholly-owned subsidiary, Scripps Media, Inc., signed a definitive agreement with Cordillera Communications, LLC to acquire fifteen broadcast television stations for $521 million in cash. The transaction, pending regulatory and other approvals, is expected to be completed in the first quarter of 2019. A copy of the agreement is filed herewith as Exhibit 2.1.
Copies of the press release and investor presentation related to the acquisition are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively.
Item 9.01 Financial Statements and Exhibits

Exhibit Number |  | Description of Item
2.1 |  | Purchase agreement dated as of October 27, 2018, among Cordillera Communications, LLC and Scripps Media, Inc. with respect to the acquisition of certain subsidiaries of Cordillera Communications, LLC
99.1 |  | Press release dated October 29, 2018
99.2 |  | The Cordillera Acquisition: Investor Presentation dated October 29, 2018

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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.

THE E.W. SCRIPPS COMPANY
BY: |  | /s/ Douglas F. Lyons
|  | Douglas F. Lyons
|  | Senior Vice President, Controller and Treasurer
|  | (Principal Accounting Officer)

Dated: October 31, 2018
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