Item 2.01 Completion of Acquisition or Disposition of Assets

On October 16, 2020, The E.W. Scripps Company (the "Company") closed on the previously announced sale of its Stitcher podcast business to a subsidiary of SiriusXM Radio, Inc. for $325 million. The sale is comprised of $265 million of upfront cash, an earnout of up to $30 million based on 2020 financial results to be paid in 2021, and an earnout of up to $30 million based on 2021 financial results to be paid in 2022.

A copy of the Asset Purchase Agreement is attached hereto as Exhibit 2.1.

Item 9.01 Financial Statements and Exhibits


   Exhibit
    Number                                        Description of Item

                     Asset Purchase Agreement by and between 10 Salem Media LLC and The E.W.
                     Scripps Company, and its wholly-owned subsidiary, Scripps Media, Inc. and its
                     wholly-owned subsidiaries 90028 Media, LLC, The Midroll LLC, Subscription on
     2.1             Demand Audio, LLC, and Earwolf Media, LLC dated as of July 10, 2020




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