WEST PALM BEACH — The E.W. Scripps Company and Black Diamond Capital Management LLC have closed Scripps’ acquisition of ION Media Networks.
With the deal, Scripps is, as expected, combining ION’s assets with the Katz networks and Newsy to create “a full-scale national television networks business.” Together, the national networks will reach nearly every American through free over-the-air broadcast, cable/satellite, over-the-top and digital distribution, with multiple advertising-supported programming streams.
Scripps President/CEO Adam Symson calls the ION merger “a historic and transformational moment” for Scripps, one that strengthens its leadership position in broadcasting and accelerates the media company’s multiplatform strategy “to serve diverse audiences everywhere they seek to be informed and entertained.”
And, with the closing of Scripps’ purchase of ION, Black Diamond has completed what it is calling an 11-year turnaround of ION.
“We are extremely proud of ION’s transformation from $33 million of EBITDA in 2009 to $300 million plus during our ownership,” said Christopher W. Parker, Senior Managing Director of Black Diamond and an ION Director. “This sale brings to a conclusion a successful investment for all of ION’s shareholders. We thank ION’s management team and wish Scripps well with its acquisition.”
Scripps believes “the highly accretive acquisition” will yield $500 million in synergies, most of which are contractually based, over the next six years, reaching a $120 million run rate.
Concurrent with Scripps’ merger with ION, the sale of 23 ION affiliated TV stations to INYO Broadcast Holdings, a Salt Lake City–based operator of stations, has also closed.
Scripps is the No. 4 broadcast TV station owner in the U.S.
However, this deal makes Scripps the nation’s largest holder of broadcast spectrum — a potentially valuable situation given the rollout of ATSC 3.0 and its data capabilities.
The transaction was financed with $800 million in term loans, $550 million of secured notes and $500 million of unsecured notes; a $600 million investment from Berkshire Hathaway in preferred stock; and cash from the balance sheet. The debt financing was led by Morgan Stanley Senior Funding Inc. with BofA Securities, Trust Securities, J.P. Morgan and Wells Fargo as joint book runners.
Methuselah Advisors and Morgan Stanley & Co. LLC acted as financial advisors to Scripps and arranged the preferred equity investment by Berkshire Hathaway. Morgan Stanley Senior Funding Inc. provided the financing commitments for the secured and unsecured debt. Ernst & Young Capital Advisors, LLC served as debt advisor.
BakerHostetler and Brooks Pierce served as Scripps’ legal co-counsel for the acquisition, and Simpson, Thacher & Bartlett LLP and Dickinson Wright PLLC served as Scripps’ legal co-counsel for the committed financing. Evercore served as exclusive advisor to the Scripps family, and Kirkland & Ellis served as its legal counsel.
Black Diamond was advised by Akin Gump Strauss Hauer & Feld on FCC legal matters. Skadden, Arps, Slate, Meagher & Flom LLP and Cooley LLP served as legal counsel for ION Media.
