SEC Comment Letter for TEGNA INC (TGNA) (CIK 0000039899) (TGNA) — Apr 17, 2020
TEGNA INC (TGNA) (CIK 0000039899)
Date: April 17, 2020 · CIK: 0000039899 · Accession: 0000000000-20-003340
AI Filing Summary & Sentiment
Referenced dates: April 6, 2020
Letter
April 17, 2020 Via E -mail Igor Kirman, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, NY 10019
Re: TEGNA Inc. Soliciting Material filed pursuant to Rule 14a -12 Filed April 13, 2020 File No. 001 -06961
Dear Mr. Kirman :
We have reviewed the above -referenced filing and have the following comment s.
DEFA14A Filed April 13 , 2020
1. We note y our response to prior comment 3 in our letter dated April 6, 2020 . We further note more recent statements in your filing that Mr. Kim ‘is alarmingly inattentive to detail.” The basis for this statement appears to be that one of Standard General’s candidates withdrew as a nominee due to a pre -existing contractual restrict ion. Absent your ability to provide reasonable factual support for the assertion that this candidate’s nomination and subsequent withdrawal resulted from Mr. Kim’s diligence or lack thereof , please revise to remove this statement.
2. Please revise the statement in slide 27 alleging a “clear violation of SEC proxy rules” given that the subject filing was a preliminary proxy statement.
* * *
Please direct any questions to me at (202) 551 -7951. You may also contact Daniel Duchovn y, Special Counsel, at (202) 551 -3619 .
Sincerely,
/s/ Joshua Shainess
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April 17, 2020
Via E -mail
Igor Kirman, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
Re: TEGNA Inc.
Soliciting Material filed pursuant to Rule 14a -12
Filed April 13, 2020
File No. 001 -06961
Dear Mr. Kirman :
We have reviewed the above -referenced filing and have the following comment s.
DEFA14A Filed April 13 , 2020
1. We note y our response to prior comment 3 in our letter dated April 6, 2020 . We further note
more recent statements in your filing that Mr. Kim ‘is alarmingly inattentive to detail.” The
basis for this statement appears to be that one of Standard General’s candidates withdrew as a
nominee due to a pre -existing contractual restrict ion. Absent your ability to provide
reasonable factual support for the assertion that this candidate’s nomination and subsequent
withdrawal resulted from Mr. Kim’s diligence or lack thereof , please revise to remove this
statement.
2. Please revise the statement in slide 27 alleging a “clear violation of SEC proxy rules” given
that the subject filing was a preliminary proxy statement.
* * *
Please direct any questions to me at (202) 551 -7951. You may also contact Daniel
Duchovn y, Special Counsel, at (202) 551 -3619 .
Sincerely,
/s/ Joshua Shainess
Joshua Shainess
Special Counsel
Office of Mergers and Acquisitions