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.
The E.W. Scripps Company (NASDAQ: SSP) filed an 8-K on 28 Jul 2025 detailing three key developments.
- Preliminary Q2-25 results: Unaudited ranges were furnished to potential investors (Exhibit 99.1). Management cautions that final numbers may differ materially because Deloitte & Touche LLP has not reviewed the data.
- Covenant metric: L8QA Consolidated EBITDA, calculated under existing debt agreements, was $541.1 million as of 31 Mar 2025 and includes a $34.6 million adjustment related to shutting down Scripps News’ over-the-air broadcast in 4Q 24.
- Capital-structure actions: The company intends to issue $650 million of new senior secured second-lien notes in a private offering (market-dependent) and has delivered a conditional notice to redeem its 5.875% senior notes due 2027 at 100% of principal plus accrued interest on 6 Aug 2025, contingent upon the new financing.
The information is furnished under Items 2.02, 7.01 and 8.01 and is not deemed “filed” for Exchange Act purposes. Forward-looking-statement safe-harbor language and customary risk factors accompany the disclosure.