TEGNA Inc. (NYSE:TGNA) announced the spin-off of Cars.com, LLC on September 7, 2016. Under the terms of the transaction, shareholders will retain their TEGNA shares and receive one share of Cars.com for every three shares of TEGNA stock they own on the record date. Prior to the separation, Cars.com will make a one-time cash distribution of $650 million to TEGNA. As a result of the spin-off, two independent publicly traded companies shall be formed. Gracia C. Martore, President, Chief Executive Officer and a member of the Board of Directors of TEGNA and John A. (Jack) Williams, President of TEGNA Digital, will retire upon the closing of the spin-off. Dave Lougee, TEGNA's Media president, will assume the role of Chief Executive Officer and President of TEGNA and Alex Vetter will serve as Chief Executive Officer and President of Cars.com newly independent Cars.com, LLC. Dave Lougee and Alex Vetter will also serve on the Boards of TEGNA and Cars.com, respectively. Becky A. Sheehan named as chief financial officer with effect from January 16, 2017. Marjorie Magner will continue to serve as chairman of TEGNA's Board of Directors following the separation and will be joined by Dave Lougee. TEGNA's Board of Directors will also include current TEGNA directors Jennifer Dulski, Howard D. Elias, Lidia Fonseca, Scott K. McCune, Henry W. McGee, Susan Ness, Bruce P. Nolop and Neal Shapiro. Scott Forbes will serve as Chairman of the Cars.com Board of Directors following the separation. The Cars.com Board of Directors will also include Alex Vetter, Cars.com President and Chief Executive Officer, and current TEGNA director Jill Greenthal. In addition, upon completion of the separation, Thomas Hale, Donald McGovern and Greg Revelle are expected to serve on the Cars.com Board of Directors. Greenthal will resign from the TEGNA Board concurrently with the completion of the spin-off.

Completion of the spin-off is subject to certain conditions, including receipt of final Board approval, receipt of an opinion from tax counsel regarding the tax-free nature of the distribution, and the effectiveness of a Form 10 registration statement, among others. As of May 3, 2017, the transaction received approval by the Board of Directors of TEGNA and Jill Greenthal resigned from the Board of Cars.com. The deal is expected to close in the first half of 2017. As of May 24, 2017, the spin off is expected to be completed prior to June 1, 2017. The spin-off will be effected of record at the close of business on May 18, 2017. Upon completion of the separation, TEGNA will continue to trade on the New York Stock Exchange under the ticker symbol TGNA and Cars.com will trade regular way on the New York Stock Exchange under the symbol CARS. On May 12, 2017, the Registration Statement became effective.

Scott Bok of Greenhill & Co. acted as financial advisor while Igor Kirman, Victor Goldfeld, Viktor Sapezhnikov, Eric M. Feinstein, Thomas F. Coyle, Jeannemarie O'Brien, Michael J. Schobel, Eric M. Rosof, Jordan F. Sauer, Joshua M. Holmes and Swift S. O. Edgar of Wachtell, Lipton, Rosen & Katz acted as legal advisors for TEGNA Inc. Stephanie Pillersdorf, Pamela Greene, and Hayley Cook of Sard Verbinnen & Co. acted as public relation advisors in the transaction.

TEGNA, Inc. (NYSE:TGNA) completed the spin-off of Cars.com, Inc. for $1.9 billion on May 31, 2017. Scott Forbes, Chairman of Ascential plc (LSE:ASCL.L), will serve as Chairman of the Board of Cars.com, Inc. Cars.com shares will begin "regular way" trading on the New York Stock Exchange under the symbol 'CARS' on June 1, 2017.