SEC Comment Letter for TEGNA INC (TGNA) (CIK 0000039899) (TGNA) — Apr 21, 2020
TEGNA INC (TGNA) (CIK 0000039899)
Date: April 21, 2020 · CIK: 0000039899 · Accession: 0000000000-20-003423
AI Filing Summary & Sentiment
Letter
April 21, 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 1 7, 2020 by Standard General L.P., et al. File No. 001 -06961
Dear Mr. de Wied :
We have reviewed the above -captioned filing and have the following comment.
DFAN14A filed April 17 , 2020
1. We note your statement highlighting that “ISS Recommends Shareholders Vote on Standard General’s WHITE Proxy Card for Change at TEGNA.” We further note the inclusion of the following partial excerpted quote from the ISS report on your website and in your filing: “The key change that appears necessary is confirming the board’s openness to negotiating with potential bidders. As such, votes are warranted on the WHITE card.” We believe that by omitting the full text of the se two excerpted sentences from the report, y our presentation of this language may constitute a materially misleading statement in contravention of Rule 14a-9. As presented on your website and in your press release, the quoted language appears to give the impression that ISS has recommended that sha reholders vote for all of your nominees on the white card as opposed to just one. Accordingly, please file revised materials as soon as possible to include the full text of the quoted language and to clearly state that ISS has recommended that shareholder s vote for only one of Standard General’s nominees . Also, make similar revisions to the material on the Tomorrows Tegna.com website.
* * *
Warren S. de Wied, Esq. Fried, Frank, Harris, Shriver & Jacobson LLP April 21, 2020 Page 2
Please direct any questions to me at (202) 551 -7951. You may also contact Daniel Duchovny, Special Counsel, a t (202) 551 -3619 .
Sincerely,
/s/ Joshua Shainess
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April 21, 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 1 7, 2020 by Standard General L.P., et al.
File No. 001 -06961
Dear Mr. de Wied :
We have reviewed the above -captioned filing and have the following comment.
DFAN14A filed April 17 , 2020
1. We note your statement highlighting that “ISS Recommends Shareholders Vote on Standard
General’s WHITE Proxy Card for Change at TEGNA.” We further note the inclusion of the
following partial excerpted quote from the ISS report on your website and in your filing:
“The key change that appears necessary is confirming the board’s openness to negotiating
with potential bidders. As such, votes are warranted on the WHITE card.” We believe that
by omitting the full text of the se two excerpted sentences from the report, y our presentation
of this language may constitute a materially misleading statement in contravention of Rule
14a-9. As presented on your website and in your press release, the quoted language appears
to give the impression that ISS has recommended that sha reholders vote for all of your
nominees on the white card as opposed to just one. Accordingly, please file revised materials
as soon as possible to include the full text of the quoted language and to clearly state that ISS
has recommended that shareholder s vote for only one of Standard General’s nominees . Also,
make similar revisions to the material on the Tomorrows Tegna.com website.
* * *
Warren S. de Wied, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
April 21, 2020
Page 2
Please direct any questions to me at (202) 551 -7951. You may also contact Daniel
Duchovny, Special Counsel, a t (202) 551 -3619 .
Sincerely,
/s/ Joshua Shainess
Joshua Shainess
Special Counsel
Office of Mergers and Acquisitions