Scripps Networks Interactive, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2018-03-06: Form 8-K; Period of report 2018-03-06; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.02.
- 2018-02-27: Form 8-K; Period of report 2018-02-27; Description 8.01 Other Events; Details 8.01.
- 2018-02-26: Form 8-K; Period of report 2018-02-26; Description 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; Details 2.02.
- 2017-11-17: Form 8-K; Period of report 2017-11-17; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2018-03-06 | 8-K | 2018-03-06 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.02 In connection with the Merger, on March 6, 2018, the Company terminated all commitments and repaid all amounts outstanding, as applicable, under that certain Five-Year Competitive Advance and Revolving Credit Facility Agreement, dated as of March 31, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), by and among the Company, JPMorgan Chase Bank, N.A., as administrative agent for the Banks (as such term is defined in the Credit Agreement), the Banks and the agents from time to time party thereto. 2.01 On March 6, 2018, pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each Common Voting Share, par value $0.01 per share, of the Company (the “Common Voting Shares”) and each Class A Common Share, par value $0.01 per share, of the Company (the “Class A Shares”, and collectively with the Common Voting Shares, the “Shares”) issued and outstanding immediately prior to the Merger (other than Shares held by Discovery and Merger Sub) was converted into the right to receive $65.82 in cash (as a result of Discovery’s exercise of the cash top-up right), without interest, and 1.0584 shares of Discovery Series C common stock (“Series C Shares”) for each Share (the “Mixed Consideration”). 3.01 In connection with the Merger, on March 6, 2018, the Company notified NASDAQ of the consummation of the Merger and requested that the Shares, which traded under the symbol “SNI”, cease to be traded on NASDAQ and be delisted from NASDAQ effective on March 7, 2018. 3.03 As a result of the Merger, each issued and outstanding Share was cancelled and each holder of Shares ceased to have any rights as a shareholder of the Company other than the right to receive the Merger Consideration as set forth in the Merger Agreement. 5.01 On March 6, 2018, a change in control of the Company occurred when Merger Sub merged with and into the Company, with the Company surviving the Merger as a direct, wholly owned subsidiary of Discovery. 5.02 Pursuant to the Merger Agreement, all of the directors of the Company prior to the effective time of the Merger ceased to be directors of the Company effective as of the effective time of the Merger. 5.03 On March 6, 2018, the Company filed with the Secretary of State of the State of Ohio the certificate of merger relating to the Merger. | d545990d8k.htm |
| 2018-02-27 | 8-K | 2018-02-27 | 8.01 Other Events | 8.01 On February 27, Scripps Networks Interactive, Inc. (“Scripps”) and Discovery Communications, Inc. (“Discovery”) issued a press release informing Scripps shareholders that (1) Scripps’ previously announced merger with Discovery (the “Merger”), pursuant to the Agreement and Plan of Merger, dated as of July 30, 2017, by and between Scripps, Discover and Skylight Merger Sub, Inc. (the “Merger Agreement”), is expected to close on March 6, 2018 and (2) the election deadline for holders of Common Voting Shares and Class A Common Shares to elect the form of consideration they wish to receive in the Merger, subject to the proration and cash top-up procedures set forth in the Merger Agreement, will be 5:00 p.m., New York City Time, on March 2, 2018, unless extended. | d541860d8k.htm |
| 2018-02-26 | 8-K | 2018-02-26 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On February 26, 2018 Scripps Networks Interactive, Inc. (the “Company”) released information regarding results of operations for the quarter and year ended December 31, 2017. 7.01 On February 26, 2018, the Company announced its financial results for the quarter and year ended December 31, 2017. | sni-8k_20180226.htm |