SEC Comment Letter for TEGNA INC (TGNA) (CIK 0000039899) (TGNA) — May 15, 2020
TEGNA INC (TGNA) (CIK 0000039899)
Date: May 15, 2020 · CIK: 0000039899 · Accession: 0000000000-20-004368
AI Filing Summary & Sentiment
Letter
April 6 , 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 March 31 , 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.
1. Each statement or assertion of opinion or belief must be clearly characterized as such, and a reasonable factual basis must exist for each such opinion or belief. Support for opinions or beliefs should be self -evident, disclosed in the proxy statement or provided to the staff on a supplemental basis. Please provide support for the following statements: “The Company lags the operating margins and retransmission rates of its leading pure-play peers. TEGNA’s lack of operational prowess is evident from the c urrent performance of stations acquired by TEGNA from Belo during Mr. Lougee’s watch. In the years following the acquisition, 9 of the top 11 stations acquired lost market share and are now ranked lower in their respective markets. ” “TEGNA paid excessive p rices for the stations it acquired and did not create duopolies, which is the source of efficiencies and synergies that management originally touted as a rationale for industry consolidation. Share repurchases would have been much more accretive. ” “This annual meeting is a referendum on the current Board’s stewardship .”
* * *
Warren S. de Wied, Esq. Fried, Frank, Harris, Shriver & Jacobson LLP April 6, 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 6 , 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 March 31 , 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.
1. Each statement or assertion of opinion or belief must be clearly characterized as such, and a
reasonable factual basis must exist for each such opinion or belief. Support for opinions or
beliefs should be self -evident, disclosed in the proxy statement or provided to the staff on a
supplemental basis. Please provide support for the following statements:
“The Company lags the operating margins and retransmission rates of its leading
pure-play peers. TEGNA’s lack of operational prowess is evident from the c urrent
performance of stations acquired by TEGNA from Belo during Mr. Lougee’s watch.
In the years following the acquisition, 9 of the top 11 stations acquired lost market
share and are now ranked lower in their respective markets. ”
“TEGNA paid excessive p rices for the stations it acquired and did not create
duopolies, which is the source of efficiencies and synergies that management
originally touted as a rationale for industry consolidation. Share repurchases would
have been much more accretive. ”
“This annual meeting is a referendum on the current Board’s stewardship .”
* * *
Warren S. de Wied, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
April 6, 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