SEC Comment Letter for TEGNA INC (TGNA) (CIK 0000039899) (TGNA) — Jan 30, 2020
TEGNA INC (TGNA) (CIK 0000039899)
Date: Jan. 30, 2020 · CIK: 0000039899 · Accession: 0000000000-20-000828
AI Filing Summary & Sentiment
File numbers found in text: 001-06961
Letter
January 29, 2020 Via E -mail Warren S. de Wied, Esq. Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, NY 10004
Re: TEGNA Inc. Soliciting M aterials filed pursuant to Rule 14a -12 Filed January 15 and 16, 2020 by Standard General L.P., Standard General Master Fund L.P., Soohyung Kim, Colleen B. Brown, Ellen McClain Haime, Deborah McDermott, Stephen Usher, David Glazek, and Michael Perrone File No. 001-06961
Dear Mr. de Wied :
We have reviewed the above -captioned filing s and have the following comment s.
Please respond to this letter by a mending the referenced filings and/or by providing the requested information. After reviewin g any ame ndment to the filings and any information provided in response to th is comment , we may have additional comments.
If you do not believe our comment applies to your facts and circumstances, and/or do not believe an amendment is appropriate, please tell us why in a written response.
1. Refer to your statement that Standard General L.P. and its nominees have “ demonstrated our commitment by making an investment that is approximately 20 times that of the current board and management combined .” In future filings, please revise your disclosure to clarify that three of your nominees do not own any shares of TEGNA. Additionally, address how the ownership, or lack thereof, of TEGNA shares by your individual nominees will affect the alignment of interests of those nominees with current TEGNA shareholders. 2. Each statement or assertion of opinion or belief must be clearly characterized as such, and a reasonable factual basis must exist for each such opinion or belief. Support for opinions or beliefs should be self -evident, disclosed in the proxy statement or provided to the staff on a supplemental basis. Provide support for your disclosure that the company boa rd has “a questionable M&A strategy” and that the company has “excessive leverage.”
* * *
Warren S. de Wied, Esq. Fried, Frank, Harris, Shriver & Jacobson LLP January 29, 2020 Page 2
We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or abse nce of action by the staff.
Please direct any questions to me at (202) 551 -7951. You may also contact Daniel Duchovny, Special Counsel, at (202) 551 -3619 .
Sincerely,
/s/ Joshua Shainess
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January 29, 2020
Via E -mail
Warren S. de Wied, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004
Re: TEGNA Inc.
Soliciting M aterials filed pursuant to Rule 14a -12
Filed January 15 and 16, 2020 by Standard General L.P., Standard General
Master Fund L.P., Soohyung Kim, Colleen B. Brown, Ellen McClain
Haime, Deborah McDermott, Stephen Usher, David Glazek, and Michael
Perrone
File No. 001-06961
Dear Mr. de Wied :
We have reviewed the above -captioned filing s and have the following comment s.
Please respond to this letter by a mending the referenced filings and/or by providing the
requested information. After reviewin g any ame ndment to the filings and any information
provided in response to th is comment , we may have additional comments.
If you do not believe our comment applies to your facts and circumstances, and/or do not
believe an amendment is appropriate, please tell us why in a written response.
1. Refer to your statement that Standard General L.P. and its nominees have “ demonstrated our
commitment by making an investment that is approximately 20 times that of the current
board and management combined .” In future filings, please revise your disclosure to clarify
that three of your nominees do not own any shares of TEGNA. Additionally, address how
the ownership, or lack thereof, of TEGNA shares by your individual nominees will affect the
alignment of interests of those nominees with current TEGNA shareholders.
2. Each statement or assertion of opinion or belief must be clearly characterized as such, and a
reasonable factual basis must exist for each such opinion or belief. Support for opinions or
beliefs should be self -evident, disclosed in the proxy statement or provided to the staff on a
supplemental basis. Provide support for your disclosure that the company boa rd has “a
questionable M&A strategy” and that the company has “excessive leverage.”
* * *
Warren S. de Wied, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
January 29, 2020
Page 2
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or abse nce of action by the staff.
Please direct any questions to me at (202) 551 -7951. You may also contact Daniel
Duchovny, Special Counsel, at (202) 551 -3619 .
Sincerely,
/s/ Joshua Shainess
Joshua Shainess
Special Counsel
Office of Mergers and Acquisitions