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There were no sales of unregistered equity securities during the quarter for which this report is filed.
−Removed: On January 7, 2021, in connection with the ION transaction, we issued to Berkshire Hathaway, Inc.
−Removed: and certain of its subsidiaries 6,000 shares of series A preferred stock (the Preferred Shares) with a warrant to purchase approximately 23.1 million shares of Scripps Class A common stock at an exercise price of $13 (the Warrant) for $600 million.
−Removed: The Preferred Shares and the Warrant have not been registered under the Securities Act of 1933, as amended, and were issued and sold in a private placement pursuant to Section 4(2) thereof.
−Removed: Acquisitions and Note 18.
+Added: Under the terms of the preferred stock issued in 2021 to Berkshire Hathaway, Inc., we are prohibited from repurchasing our common shares until all preferred shares are redeemed.
Capital Stock and Share-Based Compensation Plans in the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K for more information.
−Removed: In February 2020, our Board of Directors authorized a share repurchase program of up to $100 million of our Class A Common shares through March 1, 2022.
−Removed: Shares can be repurchased under the authorization via open market purchases or privately negotiated transactions, including accelerated stock repurchase transactions, block trades, or pursuant to trades intending to comply with Rule 10b5-1 of the Securities Exchange Act of 1934.
−Removed: No shares were repurchased under this program during 2021.
−Removed: Under the terms of the Preferred Shares, we are prohibited from repurchasing our common shares until all Preferred Shares are redeemed.
−Removed: Performance Graph — Set forth below is a line graph comparing the cumulative return on the Company’s Class A Common shares, assuming an initial investment of $100 as of December 31, 2016, and based on the market prices at the end of each year and assuming dividend reinvestment, with the cumulative total return of the S&P 500 Index, cumulative total return of the NASDAQ US Benchmark Media TR Index and the cumulative total return of an index based on a peer group of media companies.
−Removed: We regularly evaluate and revise our Peer Group Index as necessary so that it is reflective of our Company’s portfolio of businesses.
−Removed: Prior to 2021, the companies that comprised our Peer Group Index were Nexstar Media Group, TEGNA, Sinclair Broadcast Group and Gray Television, which were weighted based on market capitalization.
−Removed: With the acquisition of ION Media Networks, Inc.
−Removed: in 2021, we began presenting the NASDAQ US Benchmark Media TR Index in order to provide a comparison to a wider range of companies in the media industry rather than the peer group of companies presented in prior years.
−Removed: During this transition year, we have continued to include the peer group in the graph.
+Added: Performance Graph — Set forth below is a line graph comparing the cumulative return on the Company’s Class A Common shares, assuming an initial investment of $100 as of December 31, 2017, and based on the market prices at the end of each year and assuming dividend reinvestment, with the cumulative total return of the S&P 500 Index and the cumulative total return of the NASDAQ US Benchmark Media TR Index.
12/31/2017 12/31/2018 12/31/2019 12/31/2020 12/31/2021 12/31/2022
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NASDAQ US Benchmark Media TR Index 100.00 94.55 126.84 158.13 159.60 92.58
−Removed: Peer Group Index 100.00 116.72 98.88 144.62 132.85 165.60
Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.