SEC Comment Letter for TEGNA INC (TGNA) (CIK 0000039899) (TGNA) — Apr 8, 2020
TEGNA INC (TGNA) (CIK 0000039899)
Date: April 8, 2020 · CIK: 0000039899 · Accession: 0000000000-20-003050
AI Filing Summary & Sentiment
Letter
April 8 , 2020 Via E -mail Warren S. de Wied, Esq. Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, NY 10004 Definitive Additional Materials on Schedule 14A Filed April 7, 2020 by Standard General L.P., et al. File No. 001 -06961
Re: TEGNA Inc. Amendment No. 3 to Schedule 13D filed April 1, 2020 Amendment No. 4 to Schedule 13D filed April 3, 2020 Filed by Standard General L.P., et al. File No. 005 -19132
Dear Mr. de Wied :
We have reviewed the above -captioned filing s and have the following comment s.
Amendments No. 3 and 4 to Schedule 13D
1. We note that you conducted sales of five million shares of TEGNA stock in March foll owing the March 20 record date for TEGNA’s annual meeting. Given that these sales took place after the record date, please advise us as to whether you have retained the right to vote these shares at the annual meeting, and if so, why your soliciting mater ials and Schedule 13D amendments filed April 1 and April 3, 2020 do not reflect the beneficial ownership of these shares.
2. Please amend your Schedule 13D to disclose the information required by Item 6, including a descr iption of the swap arrangements, the identity of the counterparties, and any associa ted voting arrangements with those counterparties. Additionally, file as an exhibit the arrangements relating to the transfer or voting of the subject shares as required by Item 7.
Definitive Additional Materials on Schedule 14A filed April 7, 2020
3. We note the disclosure of your “ ownership interest of nearly 12% of the Company’s outstanding shares .” In future filings, where you discuss your ownership of TEGNA shares , please also disclose the form of such share owner ship, both in terms of your economic and voting interests, in order to provide proper context.
Warren S. de Wied, Esq. Fried, Frank, Harris, Shriver & Jacobson LLP April 8, 2020 Page 2
* * *
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
April 8 , 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.
Amendment No. 3 to Schedule 13D filed April 1, 2020
Amendment No. 4 to Schedule 13D filed April 3, 2020
Filed by Standard General L.P., et al.
File No. 005 -19132
Definitive Additional Materials on Schedule 14A
Filed April 7, 2020 by Standard General L.P., et al.
File No. 001 -06961
Dear Mr. de Wied :
We have reviewed the above -captioned filing s and have the following comment s.
Amendments No. 3 and 4 to Schedule 13D
1. We note that you conducted sales of five million shares of TEGNA stock in March foll owing
the March 20 record date for TEGNA’s annual meeting. Given that these sales took place
after the record date, please advise us as to whether you have retained the right to vote these
shares at the annual meeting, and if so, why your soliciting mater ials and Schedule 13D
amendments filed April 1 and April 3, 2020 do not reflect the beneficial ownership of these
shares.
2. Please amend your Schedule 13D to disclose the information required by Item 6, including a
descr iption of the swap arrangements, the identity of the counterparties, and any associa ted
voting arrangements with those counterparties. Additionally, file as an exhibit the
arrangements relating to the transfer or voting of the subject shares as required by Item 7.
Definitive Additional Materials on Schedule 14A filed April 7, 2020
3. We note the disclosure of your “ ownership interest of nearly 12% of the Company’s
outstanding shares .” In future filings, where you discuss your ownership of TEGNA shares ,
please also disclose the form of such share owner ship, both in terms of your economic and
voting interests, in order to provide proper context.
Warren S. de Wied, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
April 8, 2020
Page 2
* * *
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