SEC Comment Letter for TEGNA INC (TGNA) (CIK 0000039899) (TGNA) — Apr 16, 2020
TEGNA INC (TGNA) (CIK 0000039899)
Date: April 16, 2020 · CIK: 0000039899 · Accession: 0000000000-20-003319
AI Filing Summary & Sentiment
Referenced dates: April 14, 2020
Letter
April 16 , 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 April 14 , 2020 by Standard General L.P., et al. Response Dated April 14, 2020 File No. 001 -06961
Dear Mr. de Wied :
We have reviewed the above -captioned filing s and have the following comment s.
Response Dated April 14 , 2020
1. We note your response to comment 5 in our letter dated April 14, 2020. Please confirm that in future filings you will disclose the basis or source for any assertions about TEGNA’s engagement with potential suitors . To the extent these articles rely on unnamed sources as the basis for the information you include in your filings, so state. Additionally, confirm that you will remove statements about TEGNA’s board requiring an “all cash offer ,” as we are unable to locate support for such statements.
DFAN14A filed April 14, 2020
2. Please provide the factual basis for your statement that TEGNA has “spent more than $12 million ” and specify what you are asserting the $1 2 million has been spent on (e.g., advising on the proxy contest or o ther matters ).
3. With a view toward providing context to shareholders, please revise your disclosure regarding the strategic suitors that expressed interest in buying the Company “at nearl y twice the current price” to clarify that the Company’s current price may reflect market trends and economic conditions that did not exist at the time these suitors expressed interest.
* * *
Warren S. de Wied, Esq. Fried, Frank, Harris, Shriver & Jacobson LLP April 16, 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
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April 16 , 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 April 14 , 2020 by Standard General L.P., et al.
Response Dated April 14, 2020
File No. 001 -06961
Dear Mr. de Wied :
We have reviewed the above -captioned filing s and have the following comment s.
Response Dated April 14 , 2020
1. We note your response to comment 5 in our letter dated April 14, 2020. Please confirm that
in future filings you will disclose the basis or source for any assertions about TEGNA’s
engagement with potential suitors . To the extent these articles rely on unnamed sources as
the basis for the information you include in your filings, so state. Additionally, confirm that
you will remove statements about TEGNA’s board requiring an “all cash offer ,” as we are
unable to locate support for such statements.
DFAN14A filed April 14, 2020
2. Please provide the factual basis for your statement that TEGNA has “spent more than $12
million ” and specify what you are asserting the $1 2 million has been spent on (e.g., advising
on the proxy contest or o ther matters ).
3. With a view toward providing context to shareholders, please revise your disclosure
regarding the strategic suitors that expressed interest in buying the Company “at nearl y twice
the current price” to clarify that the Company’s current price may reflect market trends and
economic conditions that did not exist at the time these suitors expressed interest.
* * *
Warren S. de Wied, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
April 16, 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