How Scripps securely conducts a suite of transactions with Ideals

Dealmaking to the service of remarkable journalism

As a diversified media company always on the lookout for new opportunities, for the past four years Scripps has been using Ideals virtual data rooms to efficiently and securely handle a complex suite of acquisitions and joint ventures involving loans, cash payments, and debt financing.

The context

Originally founded in 1878, the EW Scripps Company is one of the nation’s largest independent local broadcasters, with a portfolio of 60 stations in 41 markets. This diverse media company runs an award-winning investigative reporting newsroom in Washington, D.C., and has long been the steward of the Scripps National Spelling Bee.

With time and as new technologies developed, Scripps expanded from its original newspaper business into radio and then television, first analog and then digital. Marc Loeffler, Senior Program Manager at Scripps commented that  “At our company, we’re always looking to the future, and what will help us endure and grow.”

In 2017 the company decided to get out of radio altogether and concentrate on expanding its TV offerings. At this stage, they realized that expanding their business meant they would be handling multiple financial transactions and complex negotiations with would-be buyers and sellers and that many of their more ambitious projects would need to be handled parallelly.

Key challenges

As Scripps planned the final move away from its historical involvement in radio, the company needed to share extremely confidential information with a vast array of potential buyers, with many bidders competing for the same stations. This meant they had to optimize the technological tools they’d relied on in the past.

The company’s key requirements at this time were:

• Ensuring that their data was stored in the most secure virtual environment
• Keeping track of buyers’ interests, monitoring the progress of each bid; in a nutshell, maintaining absolute control of the decision-making process with a meticulous due diligence process
• Controlling access for each individual involved in the project, being able to create separate data rooms with their own Q&A section, and allocating different permission levels for each folder and document within the same room

Aware of these stipulations, one of the bankers involved in the radio sell-off recommended Ideals virtual data room as the best fit for the company.

Solution

With Ideals as their virtual data room provider, Scripps was able to open as many projects as they wanted, whenever they needed. They could also track all projects’ activities with complete confidence that the Ideals security protocols would safeguard their confidential files, archiving copies for any of their buyers or a regulator wanting proof of compliance.

Throughout the transaction, the due diligence team was very impressed with the platform, and they leveraged Ideals’ features to:

• Ensure communication with different bidders remained organized and completely confidential. With separated permission levels and filters in the Q&A Forum.
• Choose from eight different permission levels to control access for each individual involved in the project, allocating different permissions for each folder and document within the same room.
• Efficiently create separate data rooms with their own Q&A section.
• Measure when and how the due diligence team was exceeding the storage limits, receiving alerts, and keeping track of the volume of data per project.
• Download archive copies when regulators needed evidence that their acquisitions, and any subsequent reorganizations, complied with competition law.

With so many deals going on, it was crucial to be able to download archive copies when regulators needed evidence that their acquisitions, and any subsequent reorganizations, complied with competition law: “You have to hold on to the data. And be able to show what was in there, who had access to it, and when,” Marc explained. The great thing with Ideals is that “it’s really easy to track usage and archive the materials, we need to be able to keep an exact copy of each data room.”

As a result, Scripps ended up using Ideals’ cloud-based platform for the next four years, for multiple transactions including mergers and acquisitions, joint ventures, and debt offerings. “A lot of people in our company used it and got familiar with it,” and the company’s cybersecurity experts also “felt very comfortable” with Ideals, affirmed Marc.

The future

Over the years, Scripps’ growth strategy included the acquisition of the Katz over-the-air broadcast networks and Triton’s digital audio services, plus three ABC-affiliated television stations in Texas and Florida and 15 stations from Cordillera Communications. The company’s most recent purchase was ION, with its access to over 100 million homes through over-the-air and pay-tv platforms.