IN THE UNITED STATES DISTRICT COURT

FOR THE SOUTHERN DISTRICT OF OHIO

EASTERN DIVISION

COMPLAINT FOR VIOLATION OF THE SECURITIES EXCHANGE ACT OF 1934 

Plaintiff, by his undersigned attorneys, for this complaint against defendants, alleges 

upon personal knowledge with respect to himself, and upon information and belief based upon, 

inter alia, the investigation of counsel as to all other allegations herein, as follows:

NATURE OF THE ACTION

1. This action stems from a proposed transaction announced on July 31, 2017 (the 

“Proposed Transaction”), pursuant to which Scripps Networks Interactive, Inc. (“Scripps” or the 

“Company”) will be acquired by Discovery Communications, Inc. (“Parent”) and Skylight 

Merger Sub Inc. (“Merger Sub,” and together with Parent, “Discovery”). 

2. On July 30, 2017, Scripps’ Board of Directors (the “Board” or “Individual 

Defendants”) caused the Company to enter into an agreement and plan of merger (the “Merger 

ROBERT BERG, Individually and On Behalf 

of All Others Similarly Situated,

Plaintiff,

v.

SCRIPPS NETWORKS INTERACTIVE, 

INC., GINA L. BIANCHINI, MICHAEL R. 

COSTA, PHILIP I. KENT, KENNETH W. 

LOWE, DONALD E. MEIHAUS, JARL 

MOHN, RICHELLE P. PARHAM, 

NICHOLAS B. PAUMGARTEN, MARY M. 

PEIRCE, JEFFREY SAGANSKY, WESLEY 

W. SCRIPPS, RONALD W. TYSOE, 

DISCOVERY COMMUNICATIONS, INC., 

and SKYLIGHT MERGER SUB INC.,

Defendants.

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Case No. 2:17-cv-848

JUDGE ________________

JURY TRIAL DEMANDED

CLASS ACTION

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Agreement”) with Discovery. Pursuant to the terms of the Merger Agreement, shareholders of 

Scripps will receive $90.00 per share, comprised of $63.00 per share in cash and $27.00 per 

share in Class C common shares of Discovery stock, for each share of Scripps common stock.

3. On September 14, 2017, defendants filed a Form S-4 Registration Statement (the 

“Registration Statement”) with the United States Securities and Exchange Commission (“SEC”) 

in connection with the Proposed Transaction. 

4. The Registration Statement omits material information with respect to the 

Proposed Transaction, which renders the Registration Statement false and misleading. 

Accordingly, plaintiff alleges herein that defendants violated Sections 14(a) and 20(a) of the 

Securities Exchange Act of 1934 (the “1934 Act”) in connection with the Registration Statement.

JURISDICTION AND VENUE

5. This Court has jurisdiction over the claims asserted herein pursuant to Section 27 

of the 1934 Act because the claims asserted herein arise under Sections 14(a) and 20(a) of the 

1934 Act and Rule 14a-9.

6. This Court has jurisdiction over defendants because each defendant is either a 

corporation that conducts business in and maintains operations within this District, or is an 

individual with sufficient minimum contacts with this District so as to make the exercise of 

jurisdiction by this Court permissible under traditional notions of fair play and substantial justice.

7. Venue is proper under 28 U.S.C. § 1391(b) because a substantial portion of the 

transactions and wrongs complained of herein occurred in this District.

PARTIES

8. Plaintiff is, and has been continuously throughout all times relevant hereto, the 

owner of Scripps common stock.

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9. Defendant Scripps is an Ohio corporation and maintains its principal executive 

offices at 9721 Sherrill Boulevard, Knoxville, Tennessee 37932. Scripps’ common stock is 

traded on the NasdaqGS under the ticker symbol “SNI.”

10. Defendant Gina L. Bianchini (“Bianchini”) has served as a director of Scripps 

since 2012.

11. Defendant Michael R. Costa (“Costa”) has served as a director of Scripps since 

2009. 

12. Defendant Philip I. Kent (“Kent”) has served as a director of Scripps since 2017.

13. Defendant Kenneth W. Lowe (“Lowe”) has served as a director, President, and 

Chief Executive Officer (“CEO”) of Scripps since July 2008.

14. Defendant Donald E. Meihaus (“Meihaus”) has served as a director of Scripps

since 2015.

15. Defendant Jarl Mohn (“Mohn”) has served as a director of Scripps since 2008.

16. Defendant Richelle P. Parham (“Parham”) has served as a director of Scripps

since 2012.

17. Defendant Nicholas B. Paumgarten (“Paumgarten”) has served as a director of 

Scripps since 2008.

18. Defendant Mary M. Peirce (“Peirce”) has served as a director of Scripps since 

2008.

19. Defendant Jeffrey Sagansky (“Sagansky”) has served as a director of Scripps 

since 2008.

20. Defendant Wesley W. Scripps (“W. Scripps”) has served as a director of Scripps 

since 2014. 

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21. Defendant Ronald W. Tysoe (“Tysoe”) has served as a director of Scripps since 

2008.

22. The defendants identified in paragraphs 10 through 21 are collectively referred to 

herein as the “Individual Defendants.” 

23. Defendant Parent is Delaware corporation and a party to the Merger Agreement.

24. Defendant Merger Sub is a wholly-owned subsidiary of Parent and a party to the 

Merger Agreement.

CLASS ACTION ALLEGATIONS

25. Plaintiff brings this action as a class action on behalf of himself and the other 

public stockholders of Scripps (the “Class”). Excluded from the Class are defendants herein and 

any person, firm, trust, corporation, or other entity related to or affiliated with any defendant.

26. This action is properly maintainable as a class action.

27. The Class is so numerous that joinder of all members is impracticable. As of July 

27, 2017, there were approximately 95,956,398 shares of Scripps common stock outstanding, 

held by hundreds, if not thousands, of individuals and entities scattered throughout the country.

28. Questions of law and fact are common to the Class, including, among others: (i) 

whether defendants violated the 1934 Act; and (ii) whether defendants will irreparably harm 

plaintiff and the other members of the Class if defendants’ conduct complained of herein 

continues.

29. Plaintiff is committed to prosecuting this action and has retained competent 

counsel experienced in litigation of this nature. Plaintiff’s claims are typical of the claims of the 

other members of the Class and plaintiff has the same interests as the other members of the 

Class. Accordingly, plaintiff is an adequate representative of the Class and will fairly and 

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adequately protect the interests of the Class.

30. The prosecution of separate actions by individual members of the Class would 

create the risk of inconsistent or varying adjudications that would establish incompatible 

standards of conduct for defendants, or adjudications that would, as a practical matter, be 

dispositive of the interests of individual members of the Class who are not parties to the 

adjudications or would substantially impair or impede those non-party Class members’ ability to 

protect their interests.

31. Defendants have acted, or refused to act, on grounds generally applicable to the 

Class as a whole, and are causing injury to the entire Class. Therefore, final injunctive relief on 

behalf of the Class is appropriate.

SUBSTANTIVE ALLEGATIONS

Background of the Company and the Proposed Transaction

32. Scripps is one of the leading developers of engaging lifestyle content in the home, 

food, and travel categories for television, the Internet, and emerging platforms. 

33. The Company’s lifestyle media portfolio includes leading TV and entertainment 

brands HGTV, Food Network, Travel Channel, DIY Network, Cooking Channel, and Great 

American Country.

34. Scripps’ digital division, Scripps Lifestyle Studios, creates compelling content for 

online, social, and mobile platforms.

35. The Company’s international operations include TVN, Poland’s premier multiplatform media company; UKTV, an independent commercial joint venture with BBC 

Worldwide; Asian Food Channel, the first pan-regional TV food network in Asia; and lifestyle 

channel Fine Living Network. 

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36. The Company’s global networks and websites reach millions of consumers 

across North and South America, Asia-Pacific, Europe, the Middle East, and Africa.

37. On July 30, 2017, the Individual Defendants caused the Company to enter into the 

Merger Agreement, pursuant to which the Company will be acquired by Discovery. 

38. The Individual Defendants have all but ensured that another entity will not 

emerge with a competing proposal by agreeing to a “no solicitation” provision in the Merger 

Agreement that prohibits the Individual Defendants from soliciting alternative proposals and 

severely constrains their ability to communicate and negotiate with potential buyers who wish to 

submit or have submitted unsolicited alternative proposals. 

39. Further, the Company must promptly advise Discovery of any proposals or 

inquiries received from other parties. 

40. Moreover, the Merger Agreement contains a highly restrictive “fiduciary out” 

provision permitting the Board to withdraw its approval of the Proposed Transaction under 

extremely limited circumstances, and grants Discovery a “matching right” with respect to any 

“Superior Proposal” made to the Company. 

41. Further locking up control of the Company in favor of Discovery, the Merger 

Agreement provides for a “termination fee” of $356 million payable by the Company to 

Discovery if the Individual Defendants cause the Company to terminate the Merger Agreement. 

42. By agreeing to all of the deal protection devices, the Individual Defendants have 

locked up the Proposed Transaction and have precluded other bidders from making successful 

competing offers for the Company.

43. Moreover, certain members of the Scripps family, including Individual 

Defendants W. Scripps and Peirce, have entered into a voting agreement with Discovery, 

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pursuant to which they have agreed to vote their Company shares in favor of the Proposed 

Transaction. Accordingly, such shares are already locked up in favor of the merger.1 

44. The merger consideration to be provided to plaintiff and the Class in the Proposed 

Transaction appears inadequate.

45. Among other things, the intrinsic value of the Company is materially in excess of 

the amount offered in the Proposed Transaction. 

46. Accordingly, the Proposed Transaction will deny Class members their right to 

share proportionately and equitably in the true value of the Company’s valuable and profitable 

business, and future growth in profits and earnings. 

The Registration Statement Omits Material Information, Rendering It False and Misleading

47. Defendants filed the Registration Statement with the SEC in connection with the 

Proposed Transaction. 

48. The Registration Statement omits material information with respect to the 

Proposed Transaction, which renders the Registration Statement false and misleading. 

49. First, the Registration Statement omits material information regarding Scripps’

financial projections, Discovery’s financial projections, and the analyses performed by the 

Company’s financial advisors, Allen & Company LLC (“Allen”)2and J.P. Morgan Securities 

LLC (“J.P. Morgan,” and together with Allen, the “Financial Advisors”).

50. With respect to the “Scripps internal forecast,” the Registration Statement fails to 

disclose: the definition of unlevered free cash flow and the constituent line items used to 

calculate unlevered free cash flow; and a reconciliation of all non-GAAP to GAAP metrics. 

 

1

In addition to the omissions set forth below, the Registration Statement fails to disclose the 

percentage of Scripps’ shares locked up by the Scripps family voting agreement. 

2 One of Discovery’s current directors, Paul Gould, is a managing director at Allen.

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51. With respect to the “Scripps Discovery forecast,” the Registration Statement fails 

to disclose: the definition of unlevered free cash flow and the constituent line items used to 

calculate unlevered free cash flow; stock-based compensation; amortization of deferred launch 

incentives; and a reconciliation of all non-GAAP to GAAP metrics. 

52. With respect to the “Discovery projections,” the Registration Statement fails to 

disclose: operating income; mark-to-market share-based compensation; depreciation and 

amortization; restructuring and other charges; impairment charges; gains and losses on business 

and asset dispositions; the inter-segment eliminations related to production studios; amortization 

of deferred launch incentives; cash provided by operating activities; acquisitions of property and 

equipment; and a reconciliation of all non-GAAP to GAAP metrics. 

53. The Registration Statement also fails to disclose the assumptions underlying 

Discovery’s adjustments to Scripps’ projections. 

54. With respect to Allen’s Discounted Cash Flow Analysis of Scripps, the 

Registration Statement fails to disclose: the standalone unlevered, after-tax free cash flows used 

by Allen in the analysis and the corresponding definition and line items; the range of terminal 

values for Scripps; Allen’s basis for selecting a range of perpetuity growth rates of 0.50% to 

1.50%; and the inputs and assumptions underlying the discount rates of 7.5% to 8.5%.

55. With respect to J.P. Morgan’s Discounted Cash Flow Analysis of Scripps, the 

Registration Statement fails to disclose: the standalone unlevered, after-tax free cash flows used 

by J.P. Morgan in the analysis and the corresponding definition and line items; the range of 

terminal values for Scripps; J.P. Morgan’s basis for selecting a range of perpetuity growth rates 

of 0.50% to 1.50%; and the inputs and assumptions underlying the discount rates of 7.5% to 

8.5%.

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56. With respect to Allen’s Discounted Cash Flow Analysis of Discovery, the 

Registration Statement fails to disclose: the standalone unlevered, after-tax free cash flows used 

by Allen in the analysis and the corresponding definition and line items; the range of terminal 

values for Discovery; Allen’s basis for selecting a range of perpetuity growth rates of 0.50% to 

1.50%; and the inputs and assumptions underlying the discount rates of 7.5% to 8.5%.

57. With respect to J.P. Morgan’s Discounted Cash Flow Analysis of Discovery, the 

Registration Statement fails to disclose: the standalone unlevered, after-tax free cash flows used 

by J.P. Morgan in the analysis and the corresponding definition and line items; the range of 

terminal values for Discovery; J.P. Morgan’s basis for selecting a range of perpetuity growth 

rates of 0.50% to 1.50%; and the inputs and assumptions underlying the discount rates of 7.5% to 

8.5%.

58. With respect to J.P. Morgan’s Illustrative Value Creation Overviews analysis, the 

Registration Statement fails to disclose the estimated present value of the potential run-rate cost 

savings estimated by the managements of Scripps and Discovery to be realized from the 

Proposed Transaction. 

59. With respect to Allen’s analysis of the illustrative pro forma financial impact of 

the merger, the Registration Statement fails to disclose: Discovery’s estimated earnings per 

share and estimated adjusted free cash flow per share; and the potential run-rate cost estimated 

by the managements of Scripps and Discovery to result from the Proposed Transaction. 

60. With respect to the Financial Advisors’ Selected Precedent Transactions Analysis, 

the Registration Statement fails to disclose the individual multiples and financial metrics for the 

transactions observed by the Financial Advisors in the analysis. 

61. With respect to the Financial Advisors’ Selected Public Companies Analyses, the 

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Registration Statement fails to disclose the individual multiples and financial metrics for the 

companies observed by the Financial Advisors in the analyses. 

62. The disclosure of projected financial information is material because it provides 

stockholders with a basis to project the future financial performance of a company, and allows 

stockholders to better understand the financial analyses performed by the company’s financial 

advisor in support of its fairness opinion. Moreover, when a banker’s endorsement of the 

fairness of a transaction is touted to shareholders, the valuation methods used to arrive at that 

opinion as well as the key inputs and range of ultimate values generated by those analyses must 

also be fairly disclosed. 

63. The omission of this material information renders the Registration Statement false 

and misleading, including, inter alia, the following sections of the Registration Statement: (i) 

“Background of the Transaction”; (ii) “Scripps’ Reasons for the Transaction and 

Recommendation of the Scripps Board”; (iii) “Opinion of Allen & Company LLC, Financial 

Advisor to Scripps”; (iv) “Opinion of J.P. Morgan Securities LLC, Financial Advisor to 

Scripps”; and (v) “Unaudited Prospective Financial Information.” 

64. Second, the Registration Statement omits material information regarding potential 

conflicts of interest of the Company’s officers and directors. 

65. Specifically, the Registration Statement fails to disclose the timing and nature of 

all communications regarding future employment and directorship of Scripps’ officers and 

directors, including who participated in all such communications. 

66. Communications regarding post-transaction employment during the negotiation of 

the underlying transaction must be disclosed to stockholders. This information is necessary for 

stockholders to understand potential conflicts of interest of management and the Board, as that 

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information provides illumination concerning motivations that would prevent fiduciaries from 

acting solely in the best interests of the Company’s stockholders. 

67. The omission of this material information renders the Registration Statement false 

and misleading, including, inter alia, the following sections of the Registration Statement: (i) 

“Background of the Transaction”; (ii) “Scripps’ Reasons for the Transaction and 

Recommendation of the Scripps Board”; and (iii) “Interests of Scripps’ Directors and Executive 

Officers in the Merger.” 

68. Third, the Registration Statement omits material information with respect to 

potential conflicts of interest of the Financial Advisors.

69. Specifically, the Registration Statement fails to disclose the nature of the services 

Allen “in the past has provided, currently is providing and in the future may provide” to 

Discovery and its affiliates, as well as the estimated amount of fees payable to Allen for such 

services. 

70. Additionally, the Registration Statement provides that, “[d]uring the two years 

preceding the date of J.P. Morgan’s opinion, neither J.P. Morgan nor its affiliates had any other 

material financial advisory or other material commercial or investment banking relationships 

with Scripps.” However, the Registration Statement later provides that, “[d]uring the two-year 

period preceding J.P. Morgan’s opinion dated July 29, 2017, aggregate fees received by J.P. 

Morgan were approximately $1 million from Scripps[.]” Defendants must correct these 

inconsistent statements. 

71. Moreover, while the Registration Statement provides that “J.P. Morgan’s 

commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of 

Scripps, for which it receives customary compensation or other financial benefits[,]” the 

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Registration Statement fails to disclose the amount of such compensation and “other financial 

benefits.” 

72. Full disclosure of investment banker compensation and all potential conflicts is 

required due to the central role played by investment banks in the evaluation, exploration, 

selection, and implementation of strategic alternatives. 

73. The omission of this material information renders the Registration Statement false 

and misleading, including, inter alia, the following sections of the Registration Statement: (i) 

“Background of the Transaction”; (ii) “Scripps’ Reasons for the Transaction and 

Recommendation of the Scripps Board”; (iii) “Opinion of Allen & Company LLC, Financial 

Advisor to Scripps”; and (iv) “Opinion of J.P. Morgan Securities LLC, Financial Advisor to 

Scripps.”

74. Fourth, the Registration Statement fails to disclose whether any nondisclosure 

agreements executed by Scripps and the prospective bidders contained standstill and/or “don’t 

ask, don’t waive” provisions that are or were preventing those counterparties from submitting 

superior offers to acquire the Company.

75. Without this information, stockholders may have the mistaken belief that, if these 

potentially interested parties wished to come forward with a superior offer, they are or were 

permitted to do so, when in fact they are or were contractually prohibited from doing so.

76. The omission of this material information renders the Registration Statement false 

and misleading, including, inter alia, the following sections of the Registration Statement: (i) 

“Background of the Transaction”; and (ii) “Scripps’ Reasons for the Transaction and 

Recommendation of the Scripps Board.”

77. The above-referenced omitted information, if disclosed, would significantly alter 

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the total mix of information available to Scripps’ stockholders.

COUNT I

Claim for Violation of Section 14(a) of the 1934 Act and Rule 14a-9 Promulgated 

Thereunder Against the Individual Defendants and Scripps

78. Plaintiff repeats and realleges the preceding allegations as if fully set forth herein.

79. The Individual Defendants disseminated the false and misleading Registration

Statement, which contained statements that, in violation of Section 14(a) of the 1934 Act and 

Rule 14a-9, in light of the circumstances under which they were made, omitted to state material 

facts necessary to make the statements therein not materially false or misleading. Scripps is 

liable as the issuer of these statements. 

80. The Registration Statement was prepared, reviewed, and/or disseminated by the 

Individual Defendants. By virtue of their positions within the Company, the Individual 

Defendants were aware of this information and their duty to disclose this information in the 

Registration Statement.

81. The Individual Defendants were at least negligent in filing the Registration

Statement with these materially false and misleading statements. 

82. The omissions and false and misleading statements in the Registration Statement 

are material in that a reasonable stockholder will consider them important in deciding how to 

vote on the Proposed Transaction. In addition, a reasonable investor will view a full and 

accurate disclosure as significantly altering the total mix of information made available in the 

Registration Statement and in other information reasonably available to stockholders.

83. The Registration Statement is an essential link in causing plaintiff and the 

Company’s stockholders to approve the Proposed Transaction. 

84. By reason of the foregoing, defendants violated Section 14(a) of the 1934 Act and 

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Rule 14a-9 promulgated thereunder.

85. Because of the false and misleading statements in the Registration Statement, 

plaintiff and the Class are threatened with irreparable harm.

COUNT II

Claim for Violation of Section 20(a) of the 1934 Act 

Against the Individual Defendants and Discovery

86. Plaintiff repeats and realleges the preceding allegations as if fully set forth herein.

87. The Individual Defendants and Discovery acted as controlling persons of Scripps

within the meaning of Section 20(a) of the 1934 Act as alleged herein. By virtue of their 

positions as officers and/or directors of Scripps and participation in and/or awareness of the 

Company’s operations and/or intimate knowledge of the false statements contained in the 

Registration Statement, they had the power to influence and control and did influence and 

control, directly or indirectly, the decision making of the Company, including the content and 

dissemination of the various statements that plaintiff contends are false and misleading.

88. Each of the Individual Defendants and Discovery was provided with or had 

unlimited access to copies of the Registration Statement alleged by plaintiff to be misleading 

prior to and/or shortly after these statements were issued and had the ability to prevent the 

issuance of the statements or cause them to be corrected.

89. In particular, each of the Individual Defendants had direct and supervisory 

involvement in the day-to-day operations of the Company, and, therefore, is presumed to have 

had the power to control and influence the particular transactions giving rise to the violations as 

alleged herein, and exercised the same. The Registration Statement contains the unanimous 

recommendation of the Individual Defendants to approve the Proposed Transaction. They were 

thus directly in the making of the Registration Statement.

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90. Discovery also had direct supervisory control over the composition of the 

Registration Statement and the information disclosed therein, as well as the information that was 

omitted and/or misrepresented in the Registration Statement.

91. By virtue of the foregoing, the Individual Defendants and Discovery violated 

Section 20(a) of the 1934 Act.

92. As set forth above, the Individual Defendants and Discovery had the ability to 

exercise control over and did control a person or persons who have each violated Section 14(a) 

of the 1934 Act and Rule 14a-9, by their acts and omissions as alleged herein. By virtue of their 

positions as controlling persons, these defendants are liable pursuant to Section 20(a) of the 1934 

Act. As a direct and proximate result of defendants’ conduct, plaintiff and the Class are 

threatened with irreparable harm.

PRAYER FOR RELIEF

WHEREFORE, plaintiff prays for judgment and relief as follows:

A. Preliminarily and permanently enjoining defendants and all persons acting in 

concert with them from proceeding with, consummating, or closing the Proposed Transaction;

B. In the event defendants consummate the Proposed Transaction, rescinding it and 

setting it aside or awarding rescissory damages;

C. Directing the Individual Defendants to disseminate a Registration Statement that 

does not contain any untrue statements of material fact and that states all material facts required 

in it or necessary to make the statements contained therein not misleading;

D. Declaring that defendants violated Sections 14(a) and/or 20(a) of the 1934 Act, as 

well as Rule 14a-9 promulgated thereunder;

E. Awarding plaintiff the costs of this action, including reasonable allowance for 

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plaintiff’s attorneys’ and experts’ fees; and

F. Granting such other and further relief as this Court may deem just and proper.

JURY DEMAND

Plaintiff respectfully requests a trial by jury on all issues so triable. 

Dated: September 27, 2017

By:

LAW OFFICES OF JOHN C.

CAMILLUS, LLC

/s/ John C. Camillus

John C. Camillus

P.O. Box 141410

Columbus, OH 43214

Telephone: (614) 558-7254

Fax: (614_ 559-6731

Email: jcamillus@camilluslaw.com

Attorneys for Plaintiff

OF COUNSEL: 

RIGRODSKY & LONG, P.A.

Brian D. Long (pro hac vice forthcoming)

Gina M. Serra (pro hac vice forthcoming)

2 Righter Parkway, Suite 120

Wilmington, DE 19803

Telephone: (302) 295-5310

RM LAW, P.C.

1055 Westlakes Drive, Suite 300

Berwyn, PA 19312

Telephone: (484) 324-6800

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