E.W. Scripps Co. (SSP) Still Sees Journal Communications Spin as Tax-Free to Shareholders

E.W. Scripps Co. (NYSE: SSP) expects the spinoff and merger of its newspaper operations with those of Journal Communications to remain tax free for Scripps and its shareholders if Journal Media Group (NYSE: JMG) is acquired by Gannett Company (NYSE: GCI). Gannett announced plans for the acquisition today.

On April 1, Scripps and Journal Communications simultaneously spun off and merged their newspaper operations to form Journal Media Group in a transaction that was tax free for Scripps and its shareholders. At the time of this deal, Scripps and Journal Communications entered into a Tax Matters Agreement to address Scripps' and Journal Media Group's rights and obligations with respect to a number of matters, including any sale of Journal Media Group before the second anniversary of the closing of the deal.

Under that agreement, Journal Media Group is required to provide Scripps with an unqualified opinion of tax counsel confirming that the tax-free status of the spin-off of Scripps newspapers will be preserved in the event of a sale of Journal Media Group. Scripps has received this tax opinion, which concludes that the sale of Journal Media Group will not result in the prior Scripps spinoff becoming taxable to Scripps or its shareholders.

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