SEC Comment Letter for TEGNA INC (TGNA) (CIK 0000039899) (TGNA) — Mar 23, 2020
TEGNA INC (TGNA) (CIK 0000039899)
Date: March 23, 2020 · CIK: 0000039899 · Accession: 0000000000-20-002504
AI Filing Summary & Sentiment
File numbers found in text: 001-06961
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March 20, 2020
Via E-mail
Igor Kirman, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
Re: TEGNA Inc.
PREC14A Preliminary Proxy Statement on Schedule 14A
Filed March 12, 2020
File No. 001-06961
Dear Mr. Kirman:
We have reviewed your filing and have the following comments.
Questions and Answers about the Proxy Materials and Annual meeting
Who may vote at the Annual Meeting?, page vii
1. Given the contested nature of the solicitation, revise to remove the
uncertainty in the
following statement: "...we currently expect that your broker may not vote
on any item
considered at the Annual Meeting without your instruction" (emphasis added).
Background of the Solicitation, page xii
2. We note your assertions of Mr. Kim's "record of poor shareholder returns and
negative
outcomes at companies where he and other representatives of Standard General
held board
seats." It appears that representatives of Standard General may have become
involved with
such companies as part of a deliberate investment strategy in distressed
companies.
Accordingly, to the extent you are asserting that Standard General or its
nominees caused the
negative outcomes you reference, provide the underlying factual support for
these statements.
Alternatively, revise to remove the implication that Standard General and
its representatives
were solely responsible for any such negative outcomes.
3. We note your disclosure in the last paragraph on page xiv regarding the
Company's request
for additional information from Standard General. Given the Company's
determinations to
reject Standard General's nominees prior to the date of this request, please
expand your
disclosure here to explain the reasons for the timing of this request.
Igor Kirman, Esq.
Wachtell, Lipton, Rosen & Katz
March 20, 2020
Page 2
Proposal 1, Election of Directors, page 1
4. We note your disclosure of the Board's belief that each of the nominees will
be available and
able to serve as a director. Please confirm, and disclose, if true, that
each nominee has
consented to being named in the proxy statement and to serve if elected.
Refer to Rule 14a-
4(d)(1).
Executive Compensation
Performance Highlights, page 21
5. With a view toward additional disclosure in your revised preliminary proxy
statement, please
provide us with supplemental support for the assertions that the
transactions completed in
2019 are "expected to provide annualized revenues of approximately $500
million, Adjusted
EBITDA of approximately $200 million and approximately $100 million of
additional free
cash flow over 2020 and 2021."
Form of Proxy
6. Please revise the disclosure regarding the intended use of the discretionary
authority
available under Rule 14a-4(c)(1) so it conforms to the disclosure standard
codified in that
provision. At present, the disclosure suggests the right to use
discretionary authority is
absolute inasmuch as it can unconditionally be exercised on any "such other
business."
* * *
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence 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
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