Milwaukee-based Journal Communications Inc. and The E.W. Scripps Co. have set their merger transaction close date for April 1.
Shareholders of record for both companies as of the close of business on March 25 will receive shares of Journal Media Group, the new Milwaukee-based newspaper company created by the merger and spin-offs, to be paid following the closing.
Scripps shareholders as of the close of business on March 25 will also receive $1 per share, payable upon the closing of the transaction, in a special cash dividend totaling $60 million.
Shareholders of both companies approved the merger and spin-off of the two media companies on March 11.
Executives exiting Journal in the merger have lined up golden parachute payouts associated with the transaction, which were also approved by Journal shareholders on March 11, according to recent SEC filings by the companies.
Journal’s chairman and chief executive officer, Steve Smith, is scheduled to receive about $4.4 million in transaction-related compensation, $3.2 million of which would be in cash, and $1.1 million in equity.
Smith, who will serve as non-executive chairman and retire as CEO following the transaction, will also continue to receive his annual base salary of $972,750 through April 2018 and will have the option to participate in short- and long-term incentive compensation plans, savings, retirement and welfare plans and programs offered to senior executives.
Under his employment agreement, in the event of a change in control, Smith earns “a pro rata target annual bonus for the year of compensation, a severance payment equal to three times his then-current annual salary and target annual bonus, and continued group health coverage for 36 months.”
Andre Fernandez, president and chief operating officer, who plans to leave the company following the transaction, is approved for a golden parachute payout of $1.4 million in cash and $430,000 in equity; Elizabeth Brenner, executive vice president and chief operating officer of the Publishing Group, who will remain with Journal Media Group, will receive $1.2 million in cash and $397,000 in equity if she decides to exit Journal.
