Item 8.01 Other Events.
As previously disclosed, on February 22, 2022, TEGNA Inc., a Delaware
corporation ("TEGNA" or the "Company"), entered into an Agreement and Plan of
Merger (as amended by Amendment No. 1 thereto on March 10, 2022, the "Merger
Agreement"), with Teton Parent Corp., a Delaware corporation ("Parent"), Teton
Merger Corp., a Delaware corporation and an indirect wholly owned subsidiary of
Parent ("Merger Sub"), and solely for purposes of certain provisions specified
therein, Community News Media LLC, a Delaware limited liability company ("CNM"),
CNM Television Holdings I LLC, a Delaware limited liability company and a direct
wholly owned subsidiary of CNM ("CNM Holdings"), SGCI Holdings III LLC, a
Delaware limited liability company ("SGCI"), P Standard General Ltd., a British
Virgin Islands exempted company ("PSG"), Standard General Master Fund L.P., a
Cayman Islands limited partnership ("SG I"), Standard General Master Fund II
L.P., a Cayman Islands limited partnership ("SG II"), and Standard General Focus
Fund L.P., a Delaware limited partnership ("SG Focus" and, together with SGCI,
PSG, SG I and SG II, the "SG Holders"), CMG Media Corporation, a Delaware
corporation ("CMG" and, together with Parent, Merger Sub and CNM, the "Parent
Entities"), CMG Media Operating Company, LLC, a Delaware limited liability
company and a direct wholly owned subsidiary of CMG ("CMG Media"), CMG
Farnsworth Television Holdings, LLC, a Delaware limited liability company and a
direct, wholly owned subsidiary of CMG Media ("CMG Newco 1"), CMG Farnsworth
Television Operating Company, LLC, a Delaware limited liability company and a
direct, wholly owned subsidiary of CMG Newco 1 ("CMG Newco 2"), Teton Midco
Corp., a Delaware corporation and a direct, wholly owned subsidiary of Parent
("Midco"), Teton Opco Corp., a Delaware corporation and a direct, wholly owned
subsidiary of Midco ("Opco") and CMG Farnsworth Television Acquisition Company,
LLC, a Delaware limited liability company and a wholly owned subsidiary of CMG
("CNM Merger Sub" and, together with the Parent Entities, CNM Holdings, CMG
Media, the SG Holders, CMG Newco 1, CMG Newco 2, Midco and Opco, the "Parent
Restructuring Entities"). Pursuant to the terms of the Merger Agreement, subject
to the terms and conditions set forth therein, Merger Sub will be merged with
and into TEGNA (the "Merger"), with TEGNA continuing as the surviving
corporation and as an indirect wholly owned subsidiary of Parent.
As previously disclosed, on March 8, 2022, the parties to the Merger Agreement
(the "Parties") filed their respective premerger notification and report forms
with respect to transactions contemplated by the Merger Agreement and by that
certain Contribution, Exchange and Merger Agreement entered into concurrently
with the Merger Agreement by the Parent Restructuring Entities (as may be
amended or supplemented, the "Contribution Agreement") with the U.S. Department
of Justice (the "DOJ") and the U.S. Federal Trade Commission under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"). Also, as previously disclosed, the Parties voluntarily withdrew their
respective premerger notification and report forms and then refiled their
respective premerger notification and report forms on April 11, 2022.
On May 11, 2022, the Parties received a request for additional information and
documentary material (the "Second Request") from the DOJ in connection with the
DOJ's review of the transactions contemplated by the Merger Agreement and the
Contribution Agreement. Issuance of the Second Request extends the waiting
period under the HSR Act until 30 days after the Parties have substantially
complied with the Second Request, unless the waiting period is terminated
earlier by the DOJ or extended by agreement of the Parties. The Parties will
continue to cooperate with the DOJ staff in its review of the transactions
contemplated by the Merger Agreement and the Contribution Agreement.
The Parties expect that the Merger will be completed in the second half of 2022.
Completion of the Merger remains subject to the termination or expiration of the
waiting period under the HSR Act and the satisfaction or waiver of the other
closing conditions specified in the Merger Agreement.
Additional Information and Where to Find It
In connection with the proposed transaction, the Company filed with the
Securities and Exchange Commission (the "SEC") the definitive proxy statement
(the "Proxy Statement") on April 13, 2022. Mailing of the Proxy Statement
occurred on or about April 13, 2022. THE COMPANY URGES YOU TO READ THE PROXY
STATEMENT AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC
CAREFULLY AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE
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COMPANY, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors may obtain a
free copy of the Proxy Statement and other related documents (when available)
filed by the Company with the SEC at the website maintained by the SEC at
www.sec.gov. Investors also will be able to obtain a free copy of the Proxy
Statement and other documents (when available) filed by the Company with the SEC
by accessing the Investors section of the Company's website at http://tegna.com.
Participants in the Solicitation
The Company and certain of its directors, executive officers and employees may
be considered to be participants in the solicitation of proxies from the
Company's stockholders in connection with the proposed transaction. Information
regarding the persons who may, under the rules of the SEC, be deemed
participants in the solicitation of the stockholders of the Company in
connection with the proposed transaction, including a description of their
respective direct or indirect interests, by security holdings or otherwise, are
included in the Proxy Statement. You may also find additional information about
the Company's directors and executive officers in the Proxy Statement and in the
Company's definitive proxy statement for its 2022 annual meeting of
stockholders, which was filed with the SEC on May 12, 2022 and in subsequently
filed Current Reports on Form 8-K, Annual Reports on Form 10-K and Quarterly
Reports on Form 10-Q. You can obtain free copies of these documents from the
Company using the contact information above.
Cautionary Statement Regarding Forward-Looking Statements
This communication includes forward-looking statements within the meaning of the
"safe harbor" provisions of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements are based on a number of assumptions about future
events and are subject to various risks, uncertainties and other factors that
may cause actual results to differ materially from the views, beliefs,
projections and estimates expressed in such statements. These risks,
uncertainties and other factors include, but are not limited to, those discussed
under "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2021, Quarterly Reports on Form 10-Q, and the following:
(1) the timing, receipt and terms and conditions of any required governmental or
regulatory approvals of the proposed transaction between TEGNA and affiliates of
Standard General and the related transactions involving the parties to the
proposed transaction that could reduce the anticipated benefits of or cause the
parties to abandon the proposed transaction, (2) risks related to the
satisfaction of the conditions to closing the proposed transaction (including
the failure to obtain necessary regulatory approvals or the approval of the
Company's stockholders), and the related transactions involving the parties to
the proposed transaction, in the anticipated timeframe or at all, (3) the risk
that any announcements relating to the proposed transaction could have adverse
effects on the market price of the Company's common stock, (4) disruption from
the proposed transaction making it more difficult to maintain business and
operational relationships, including retaining and hiring key personnel and
maintaining relationships with the Company's customers, vendors and others with
whom it does business, (5) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger agreement
entered into pursuant to the proposed transaction or of the transactions
involving the parties to the proposed transaction, (6) risks related to
disruption of management's attention from the Company's ongoing business
operations due to the proposed transaction, (7) significant transaction costs,
(8) the risk of litigation and/or regulatory actions related to the proposed
transaction or unfavorable results from currently pending litigation and
proceedings or litigation and proceedings that could arise in the future,
(9) other business effects, including the effects of industry, market, economic,
political or regulatory conditions, (10) information technology system failures,
data security breaches, data privacy compliance, network disruptions, and
cybersecurity, malware or ransomware attacks, and (11) changes resulting from
the COVID-19 pandemic (including the effect of COVID-19 on the Company's
revenues, particularly its nonpolitical advertising revenues), which could
exacerbate any of the risks described above.
Readers are cautioned not to place undue reliance on forward-looking statements
made by or on behalf of the Company. Each such statement speaks only as of the
day it was made. The Company undertakes no obligation to update or to revise any
forward-looking statements. The factors described above cannot be controlled by
the Company. When used in this communication, the words "believes," "estimates,"
"plans," "expects," "should," "could," "outlook," and "anticipates" and similar
expressions as they relate to the Company or its management are intended to
identify forward looking statements. Forward-looking statements in this
communication may include, without limitation: statements about the potential
benefits of the proposed acquisition, anticipated growth rates, the Company's
plans, objectives, expectations, and the anticipated timing of closing the
proposed transaction.
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