E.W. Scripps raises $750M high-yield debt at 9.875%, closes Aug 6

Rhea-AI Filing Summary

E.W. Scripps (NASDAQ: SSP) filed an 8-K to report that on 29 July 2025 it priced a private offering of $750 million aggregate principal amount of 9.875% senior secured second-lien notes due 2030. Investor demand allowed the company to increase the deal size by $100 million from the initial announcement. Settlement is expected on 6 August 2025, subject to customary closing conditions. The notes, issued under Rule 144A/Reg S, will rank behind first-lien debt but ahead of unsecured obligations and are not being registered with the SEC.

The filing, made under Item 8.01, includes a press release (Ex. 99.1) and reiterates standard forward-looking-statement disclaimers, highlighting risks such as advertising demand, distribution revenue, programming costs and the company’s elevated debt load. No use-of-proceeds details were provided. This report does not constitute an offer to sell the securities.

Positive

• Offering upsized by $100 million, signalling investor appetite for SSP’s debt.
• Maturity extended to 2030, improving the company’s debt-maturity ladder and near-term liquidity.

Negative

• High 9.875% coupon increases annual interest expense by roughly $74 million.
• Second-lien structure adds secured leverage ahead of unsecured creditors.
• Total debt rises by $750 million, potentially worsening leverage ratios and reducing financial flexibility.

Insights

Financial Analyst

TL;DR: $750 M high-coupon notes bolster liquidity but raise leverage and interest burden.

The up-sized 9.875% second-lien deal indicates healthy demand yet underscores SSP’s reliance on costly debt financing. While the additional $100 M improves near-term liquidity and pushes out maturities to 2030, the near-10% coupon materially raises annual interest expense (≈$74 M) and tightens free-cash-flow coverage. Second-lien ranking places the notes behind existing first-lien facilities, signalling a levered capital structure that may limit future flexibility, especially given secular pressure on linear-TV advertising. Overall credit quality weakens; equity holders face higher fixed charges that could constrain strategic investment.

Credit Analyst

TL;DR: Deal adds secured leverage at steep rate—credit-negative.

SSP already carries meaningful leverage; inserting another $750 M of secured paper lifts gross debt and layers a second-lien claim ahead of unsecured creditors. At 9.875%, the coupon sits at the upper end of recent single-B media prints, reflecting market-perceived risk. Unless proceeds retire costlier debt—which the 8-K does not state—net leverage will climb and interest coverage fall. With industry headwinds (scatter pricing, retrans pressure) and limited visibility into cash deployment, I view the transaction as credit-negative.

8-K Event Classification

3 items: 8.01, 9.01, 99.1

3 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Item 99.1 Item 99.1

Understanding 8-K Material Events →

false000083242800008324282025-07-292025-07-29

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) July 29, 2025

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)

☐ 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))

☐ 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 July 29, 2025, the E.W. Scripps Company (the “Company”) issued a press release announcing the pricing of its previously announced offering of $750 million aggregate principal amount of new 9.875% senior secured second lien notes, which represents a $100 million increase from the previously announced size of the offering. The notes will mature in 2030. The offering is expected to close on August 6, 2025, subject to customary closing conditions.

The private offering is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). A copy of the press release is attached hereto as Exhibit 99.1.

This Current Report does not constitute an offer to sell or the solicitation of an offer to buy the notes and related guarantees and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offer solicitation or sale would be unlawful. This Current Report is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

Cautionary Note Regarding Forward-Looking Statements

This current report contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “believe,” “anticipate,” “intend,” “expect,” “estimate,” “could,” “should,” “outlook,” “guidance,” and similar references to future periods. Examples of forward-looking statements include, among others, statements the Company makes regarding expected operating results and future financial condition. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on management’s current beliefs, expectations, and assumptions regarding the future of the industry and the economy, the Company’s plans and strategies, anticipated events and trends, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties, and changes in circumstance that are difficult to predict and many of which are outside of the Company’s control. The Company’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause the Company’s actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: change in advertising demand, fragmentation of audiences, loss of affiliation agreements, loss of distribution revenue, increase in programming costs, changes in law and regulation, the Company’s ability to identify and consummate strategic transactions, the controlled ownership structure of the Company, and the Company’s ability to manage its outstanding debt obligations. A detailed discussion of such risks and uncertainties is included in the Company’s Form 10-K, on file with the SEC, in the section titled “Risk Factors.” Any forward-looking statement made in this current report is based only on currently available information and speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments, or otherwise.

Item 9.01 Financial Statements and Exhibits

Exhibit Number						Description of Item
99.1						Press release dated July 29, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

THE E.W. SCRIPPS COMPANY
BY:						/s/ Daniel W. Perschke
						Daniel W. Perschke
						Senior Vice President, Controller
						(Principal Accounting Officer)

Dated: July 30, 2025

4

FAQ

What did E.W. Scripps (SSP) announce on July 29 2025?

The company priced a private offering of $750 million 9.875% senior secured second-lien notes.

Why is the SSP debt deal considered upsized?

Management increased the offering by $100 million from the amount originally announced.

When do the new SSP notes mature and close?

They mature in 2030 and are expected to close on August 6 2025, subject to conditions.

Are the 9.875% notes registered with the SEC?

No. The notes are being sold privately under Rule 144A/Reg S and are exempt from registration.

How might the $750 million issuance affect SSP’s leverage?

It adds secured debt, likely increasing leverage and annual interest expense unless offset by debt repayment.

What ranking do the new SSP notes have in the capital structure?

They are senior secured second-lien, ranking behind first-lien debt but ahead of unsecured claims.