SEC Comment Letter for TEGNA INC (TGNA) (CIK 0000039899) (TGNA) — Apr 27, 2020
TEGNA INC (TGNA) (CIK 0000039899)
Date: April 27, 2020 · CIK: 0000039899 · Accession: 0000000000-20-003557
AI Filing Summary & Sentiment
Referenced dates: April 16, 2020
Letter
April 24, 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 3, 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 additional comment s.
DFAN14A filed April 13 , 2020
1. We note your statement on page 21 of the investor presentation that “TEGNA has 2x the number of employees per station compared to peers.” Please revise this portion of the investor presentation, and anywhere else you use this figure, to provide context by disclosing the size of the m arkets that TEGNA operates in as compared to the markets of the referenced peers.
2. Refer to pages 22 and 24 of your investor presentation. With respect to your assertions that (i) TEGNA’s EBITDA margins have declined and (ii) TEGNA’s free cash flow conver sion is worst among peers, please tell us how your reliance on pro forma information from 2016 and 2017 is relevant given TEGNA’s transformation in late 2017 to a pure -play broadcasting company.
3. We note your comparison of the Company’s market capitalizati on to the aggregate purchase prices that TEGNA paid for stations on page 45. Revise this section to disclose the date used for purposes of using TEGNA’s stock price to calculate market capitalization . If the date used reflects the broader market decline resulting from the COVID -19 pandemic, disclose this fact, and explain why you believe the use of such a date is appropriate.
4. Refer to page 47 of the presentation, where you label the events on the timeline “TEGNA Entrenchment Actions.” Absent disclosure of reasonable factual support for the assertion that these actions were taken for the purpose of board entrenchment, please revise the presentation to remove the characterization of these events as “entrenchment actions.”
Warren S. de Wied, Esq. Fried, Frank, Harris, Shriver & Jacobson LLP April 24, 2020 Page 2
5. Tell us the basis for your asse rtion on page 48 that “[i]t does not appear that the Company was willing to engage these suitors during the whole of 2019.” We understand that three of the four suitors that made offers in 2020 did not express interest in 2019, and that one suitor proposed a transac tion in 2019 that would not have resulted in a change of control of the company, as distinguished from the offer it made in 2020.
6. As requested in our letter dated April 16, 2020, please remove statements about TEGNA’s board requiring an “all cash offer,” as we are unable to locate support for such statements.
* * *
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 24, 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 3, 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 additional
comment s.
DFAN14A filed April 13 , 2020
1. We note your statement on page 21 of the investor presentation that “TEGNA has 2x the
number of employees per station compared to peers.” Please revise this portion of the
investor presentation, and anywhere else you use this figure, to provide context by disclosing
the size of the m arkets that TEGNA operates in as compared to the markets of the referenced
peers.
2. Refer to pages 22 and 24 of your investor presentation. With respect to your assertions that
(i) TEGNA’s EBITDA margins have declined and (ii) TEGNA’s free cash flow conver sion is
worst among peers, please tell us how your reliance on pro forma information from 2016 and
2017 is relevant given TEGNA’s transformation in late 2017 to a pure -play broadcasting
company.
3. We note your comparison of the Company’s market capitalizati on to the aggregate purchase
prices that TEGNA paid for stations on page 45. Revise this section to disclose the date used
for purposes of using TEGNA’s stock price to calculate market capitalization . If the date
used reflects the broader market decline resulting from the COVID -19 pandemic, disclose
this fact, and explain why you believe the use of such a date is appropriate.
4. Refer to page 47 of the presentation, where you label the events on the timeline “TEGNA
Entrenchment Actions.” Absent disclosure of reasonable factual support for the assertion
that these actions were taken for the purpose of board entrenchment, please revise the
presentation to remove the characterization of these events as “entrenchment actions.”
Warren S. de Wied, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
April 24, 2020
Page 2
5. Tell us the basis for your asse rtion on page 48 that “[i]t does not appear that the Company
was willing to engage these suitors during the whole of 2019.” We understand that three of
the four suitors that made offers in 2020 did not express interest in 2019, and that one suitor
proposed a transac tion in 2019 that would not have resulted in a change of control of the
company, as distinguished from the offer it made in 2020.
6. As requested in our letter dated April 16, 2020, please remove statements about TEGNA’s
board requiring an “all cash offer,” as we are unable to locate support for such statements.
* * *
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