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Journal Communications, Inc. Acquires All Outstanding Class C Shares

Tuesday 14. August 2012 - Journal Communications, Inc. (NYSE:JRN), a diversified media company, has acquired all 3,264,000 outstanding shares of its Class C common stock (4,451,998 shares on a Class A-equivalent basis), all of which were owned by members and successors of the Grant Family. In this repurchase, the company paid $6,245,536 in cash and issued unsecured subordinated promissory notes with an aggregate principal amount of $25,598,989 as the purchase price for the Class C shares. The cash payment equaled the amount of the minimum unpaid and undeclared dividend on the Class C shares.

“This transaction simplifies our capital structure and allows us to remove a class of stock that had enhanced voting and other rights,” said Steven J. Smith, Chairman and CEO.
The Class C shares were first issued at the time of the company’s initial public offering in 2003 and had rights that included, among others, a minimum dividend, rights to approve strategic transactions or to receive a premium in the event of a strategic transaction, conversion rights, two votes per share, and a right to designate a board nominee. The Class C rights were terminated with this transaction.
The transaction reduced the number of outstanding shares by 3,264,000 shares and will have a positive effect on the company’s reported earnings per share (EPS).
The Company was advised by Greenhill & Co.