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Journal Acquires All Outstanding Class C Shares

8-14-2012

Journal 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. Journal CEO Steven Smith said, “This transaction simplifies our capital structure and allows us to remove a class of stock that had enhanced voting and other rights,”

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.

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.


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