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Pending Broadcast Merger and Newspaper Spin-off (Notes)
9 Months Ended
Sep. 30, 2014
Business Combinations [Abstract]  
Pending Broadcast Merger and Newspaper Spin-off
Pending Broadcast Merger and Newspaper Spin-off
On July 30, 2014, Scripps and Journal Communications, Inc. ("Journal") agreed to merge their broadcast operations and spin-off their newspaper businesses into a separate publicly traded company (the “Transactions”). The Transactions are expected to close in the first half of 2015.
The merged broadcast and digital media company, to be based in Cincinnati, will retain The E.W. Scripps Company name and continue to be controlled by the Scripps family. The company’s television operations will reach approximately 18% of all U.S. households and have approximately 4,000 employees across its television, radio and digital media operations.
The newspaper company will be named Journal Media Group, combining the 13 Scripps newspapers with Journal's Milwaukee Journal Sentinel. The company will have approximately 3,600 employees and will be headquartered in Milwaukee.
The board of directors of both companies have approved the Transactions, which are subject to customary regulatory and shareholder approvals. As part of the Transactions, Scripps shareholders will receive a $60 million special cash dividend. Based on the terms of the Master Transaction Agreement, we are precluded from repurchasing shares prior to closing the transaction.
In order to carry out the Transactions, we will incur $25 to $30 million in costs, of which we have incurred $6.7 million to date. With the Journal Transactions, we will also assume Journal's outstanding liabilities, including any employee benefit obligations ($66 million as of December 31, 2013). Journal also has outstanding debt of $144 million as of September 30, 2014, of which we will be required to refinance $131 million and can assume the remainder.

In the case that Scripps breaches its obligation to consummate the Transactions, the Master Transaction Agreement may require Scripps to pay liquidated damages of $15.8 million plus expenses, subject to an overall limit of $23.5 million.