SEC Comment Letter for TEGNA INC (TGNA) (CIK 0000039899) (TGNA) — Apr 30, 2020
TEGNA INC (TGNA) (CIK 0000039899)
Date: April 30, 2020 · CIK: 0000039899 · Accession: 0000000000-20-003691
AI Filing Summary & Sentiment
Letter
April 28, 2020 Via E -mail Igor Kirman, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, NY 10019
Re: TEGNA Inc. File No. 001 -06961
Dear Mr. Kirman :
1. We understand that TEGNA has authorized a third party , Tusk Strategies, Inc. , to make certain communications to various media outlets regarding a lawsuit against Standard General. We believe such communications constitute a solicitation within the meaning of Rule 14a -1(l)(1)(iii) . In stating this belief, we note that the proxy rules apply to communications that may constitute a step in a chain of communications designed ultimately to result in the procurement, withholding , or revocation of a proxy . Accor dingly, please file this communication , and any similar communications made, pursuant to Rule 14a -6(b). Please r efer to Question B.14 in the July 2001 Supplement to the Division of Corporation Finance’s Manual of Publicly Available Telephone Interpretatio ns for analogous guidance.
2. Notwithstanding your authority to communicate factual information regarding the pending lawsuit to shareholders, we believe that communications made on behalf of TEGNA referring to “ alleg [ed] insider trading ” may be misleading in light of the fact that the lawsuit alleges violations of Section 16. When you file these materials, please clarify the scope of the lawsuit.
* * *
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 28, 2020
Via E -mail
Igor Kirman, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
Re: TEGNA Inc.
File No. 001 -06961
Dear Mr. Kirman :
1. We understand that TEGNA has authorized a third party , Tusk Strategies, Inc. , to make
certain communications to various media outlets regarding a lawsuit against Standard
General. We believe such communications constitute a solicitation within the meaning of
Rule 14a -1(l)(1)(iii) . In stating this belief, we note that the proxy rules apply to
communications that may constitute a step in a chain of communications designed ultimately
to result in the procurement, withholding , or revocation of a proxy . Accor dingly, please file
this communication , and any similar communications made, pursuant to Rule 14a -6(b).
Please r efer to Question B.14 in the July 2001 Supplement to the Division of Corporation
Finance’s Manual of Publicly Available Telephone Interpretatio ns for analogous guidance.
2. Notwithstanding your authority to communicate factual information regarding the pending
lawsuit to shareholders, we believe that communications made on behalf of TEGNA
referring to “ alleg [ed] insider trading ” may be misleading in light of the fact that the lawsuit
alleges violations of Section 16. When you file these materials, please clarify the scope of
the lawsuit.
* * *
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