SEC Comment Letter for TEGNA INC (TGNA) (CIK 0000039899) (TGNA) — Feb 25, 2020
TEGNA INC (TGNA) (CIK 0000039899)
Date: Feb. 25, 2020 · CIK: 0000039899 · Accession: 0000000000-20-001704
AI Filing Summary & Sentiment
Referenced dates: February 14, 2020
Letter
February 24 , 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 February 20 , 2020 by Standard General L.P., et al. File No. 001 -06961
Dear Mr. de Wied :
We have reviewed the above -captioned filing and your response to our comment letter dated February 14, 2020 . We have the following comment s.
1. Refer to comment 1 in our prior comment letter and your response dated February 14, 2020. We note your undertaking to provide disclosure addressing how the ownership, or lack thereof, of TEGNA shares by your nom inees will affect the alignment of interests of those nominees with TEGNA shareholders. Please confirm again you will do so in future filings .
2. With a view toward revised disclosure in future filings, tell us how you determined that TEGNA’s Board is “entrenched.” We note that TEGNA has added six new independent direc tors over the past five years.
3. Provide us with support for your characterization of TEGNA as a “perennial underachiever” and for your assertion that “ TEGNA has campaigned energetically - and wastefully - in defense of a long -term track record of underperformance .” For example, tell us, with a view toward additional disclosure in future filings, against what baseline you are comparing to.
4. Please refer to the following assertion: “the inc umbent TEGNA Board and management team spent in excess of $6 million of shareholders’ money in Q4 2019 alone —and are poised to spend millions more in 2020…” Provide us with the factual foundation in support of the cited assertion and advise us how Standar d General became aware of TEGNA’s future spending.
5. Provide the basis for your assertion that “[s]hareholders deserve a detailed accounting of exactly how this money is being spent.” For example, address whether any requirement under federal or state law applies to this assertion. Additionally, t his statement seems to imply that shareholders currently do not have the means to consider TEGNA’s spending. In
Warren S. de Wied, Esq. Fried, Frank, Harris, Shriver & Jacobson LLP February 24 , 2020 Page 2
your response, clarify your belief as to whether such spending is reflected in TEGNA’s financial sta tements. 6. As a foundation for one of your assertions, you refer to “Apollo’s interest in acquiring TEGNA...” It is our understanding that neither TEGNA nor Apollo have followed through with a proposal for such a transaction. In future filings, please prov ide this additional context when referencing TEGNA’s discussions with Apollo.
* * *
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
Show Raw Text
February 24 , 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 February 20 , 2020 by Standard General L.P., et al.
File No. 001 -06961
Dear Mr. de Wied :
We have reviewed the above -captioned filing and your response to our comment letter
dated February 14, 2020 . We have the following comment s.
1. Refer to comment 1 in our prior comment letter and your response dated February 14, 2020.
We note your undertaking to provide disclosure addressing how the ownership, or lack
thereof, of TEGNA shares by your nom inees will affect the alignment of interests of those
nominees with TEGNA shareholders. Please confirm again you will do so in future filings .
2. With a view toward revised disclosure in future filings, tell us how you determined that
TEGNA’s Board is “entrenched.” We note that TEGNA has added six new independent
direc tors over the past five years.
3. Provide us with support for your characterization of TEGNA as a “perennial underachiever”
and for your assertion that “ TEGNA has campaigned energetically - and wastefully - in
defense of a long -term track record of underperformance .” For example, tell us, with a view
toward additional disclosure in future filings, against what baseline you are comparing to.
4. Please refer to the following assertion: “the inc umbent TEGNA Board and management team
spent in excess of $6 million of shareholders’ money in Q4 2019 alone —and are poised to
spend millions more in 2020…” Provide us with the factual foundation in support of the
cited assertion and advise us how Standar d General became aware of TEGNA’s future
spending.
5. Provide the basis for your assertion that “[s]hareholders deserve a detailed accounting of
exactly how this money is being spent.” For example, address whether any requirement
under federal or state law applies to this assertion. Additionally, t his statement seems to
imply that shareholders currently do not have the means to consider TEGNA’s spending. In
Warren S. de Wied, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
February 24 , 2020
Page 2
your response, clarify your belief as to whether such spending is reflected in TEGNA’s
financial sta tements.
6. As a foundation for one of your assertions, you refer to “Apollo’s interest in acquiring
TEGNA...” It is our understanding that neither TEGNA nor Apollo have followed through
with a proposal for such a transaction. In future filings, please prov ide this additional context
when referencing TEGNA’s discussions with Apollo.
* * *
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