SEC Comment Letter for TEGNA INC (TGNA) (CIK 0000039899) (TGNA) — Apr 13, 2020
TEGNA INC (TGNA) (CIK 0000039899)
Date: April 13, 2020 · CIK: 0000039899 · Accession: 0000000000-20-003145
AI Filing Summary & Sentiment
Letter
April 10 , 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. Definitive Additional Materials on Schedule 14A Filed March 31 and 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.
DFAN14A Filed March 31, 2020
1. We note the statement in your March 31 press release and shareholder letter that Mr. Lougee has been CEO for almost four years. Please revise to provide disclosure of the correct duration of Mr. Lougee ’s tenure as CEO , which appears to be less than three years . Additionally, provide support for the assertion that “he has been responsible for the performance of TEGNA’s assets for the last 13 years .” In this respect, we note that until the spin-off of Cars.com , Mr. Lougee was President of a distinct business unit in the Company and not a board member.
DFAN14A Filed April 7, 2020
2. We note your assertion in the press release that, with respect to the merger of Media General with LIN Media LLC and a subsequent sale to Nexstar Media Group, “ [h]olders who continu e to own the stock today have earned a 280% return over 6.6 years. ” It is our understanding that since the sale to Nexstar, Nexstar’s management and board has operated the surviving business . Accordingly, please revise this statement to remove the implic ation that Media General’s post -merger performance should be attributed to Standard General or its nominees in this solicitation.
3. Please revise slide 6 in the investor presentation to include the dates the statements were made.
4. Please revise slide 17, or add an annex, to include the names of the peers included in each line item.
Warren S. de Wied, Esq. Fried, Frank, Harris, Shriver & Jacobson LLP April 10, 2020 Page 2
5. Refer to the third column of slide 48. Provide us with support for the assertion that TEGNA’s board “insisted that any suitor make a fully financed, all cash offer with commi tted financing.” In that regard , we note TEGNA’s March 29, 2020 press release stating that two parties “have not delivered any information on financing sources.”
6. Given your discussion in slides 55 and 56 of the share ownership of TEGNA’s board and of management’s lack of open market purchases, please revise the investor presentation to include the share ownership and open market purchases of your nominees.
* * *
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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April 10 , 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.
Definitive Additional Materials on Schedule 14A
Filed March 31 and 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.
DFAN14A Filed March 31, 2020
1. We note the statement in your March 31 press release and shareholder letter that Mr. Lougee
has been CEO for almost four years. Please revise to provide disclosure of the correct
duration of Mr. Lougee ’s tenure as CEO , which appears to be less than three years .
Additionally, provide support for the assertion that “he has been responsible for the
performance of TEGNA’s assets for the last 13 years .” In this respect, we note that until the
spin-off of Cars.com , Mr. Lougee was President of a distinct business unit in the Company
and not a board member.
DFAN14A Filed April 7, 2020
2. We note your assertion in the press release that, with respect to the merger of Media General
with LIN Media LLC and a subsequent sale to Nexstar Media Group, “ [h]olders who
continu e to own the stock today have earned a 280% return over 6.6 years. ” It is our
understanding that since the sale to Nexstar, Nexstar’s management and board has operated
the surviving business . Accordingly, please revise this statement to remove the implic ation
that Media General’s post -merger performance should be attributed to Standard General or
its nominees in this solicitation.
3. Please revise slide 6 in the investor presentation to include the dates the statements were
made.
4. Please revise slide 17, or add an annex, to include the names of the peers included in each
line item.
Warren S. de Wied, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
April 10, 2020
Page 2
5. Refer to the third column of slide 48. Provide us with support for the assertion that
TEGNA’s board “insisted that any suitor make a fully financed, all cash offer with
commi tted financing.” In that regard , we note TEGNA’s March 29, 2020 press release
stating that two parties “have not delivered any information on financing sources.”
6. Given your discussion in slides 55 and 56 of the share ownership of TEGNA’s board and of
management’s lack of open market purchases, please revise the investor presentation to
include the share ownership and open market purchases of your nominees.
* * *
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