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SEC Company Response from Standard General L.P. (CIK 0001409888) — Apr 14, 2020

Standard General L.P. (CIK 0001409888)
Date: April 14, 2020 · CIK: 0001409888 · Accession: 0001104659-20-046291

AI Filing Summary & Sentiment

File numbers found in text: 001-06961

Date
April 14, 2020
Author
Warren de Wied
Form
CORRESP
Company
Standard General L.P. (CIK 0001409888)

Letter

United States Securities and Exchange Commission Division of Corporation Finance Attention: Joshua Shainess, Esq. Office of Mergers and Acquisitions Re: TEGNA Inc. Response to SEC Letter, dated April 10, 2020 File No. 001-06961

Dear Mr. Shainess:

We refer to your letter, dated April 10, 2020, with comments to the definitive additional materials on Schedule 14A filed on March 31, 2020 and on April 7, 2020 by Standard General L.P. (“Standard General”) and the other participants named therein with respect to TEGNA Inc. (“TEGNA”). Please see below our responses to your comments.

DFAN14A Filed March 31, 2020

1. We note the statement in your March 31 press release and shareholder letter that Mr. Lougee has been CEO for almost four years. Please revise to provide disclosure of the correct duration of Mr. Lougee’s tenure as CEO, which appears to be less than three years. Additionally, provide support for the assertion that “he has been responsible for the performance of TEGNA’s assets for the last 13 years.” In this respect, we note that until the spin-off of Cars.com, Mr. Lougee was President of a distinct business unit in the Company and not a board member.

Please see slide 17 of Standard General’s revised investor presentation (“Revised Investor Presentation”) filed as definitive additional materials on Schedule 14A on April 13, 2020 by Standard General and the other participants named therein. Mr. Lougee was head of Gannett’s broadcasting business from 2007 and led the business unit that constitutes TEGNA’s broadcast business today.

New York • Washington • London • Frankfurt

Fried, Frank, Harris, Shriver & Jacobson LLP is a Delaware Limited Liability Partnership

Fried, Frank, Harris, Shriver & Jacobson LLP

April 14, 2020

Page 2

DFAN14A Filed April 7, 2020

2. We note your assertion in the press release that, with respect to the merger of Media General with LIN Media LLC and a subsequent sale to Nexstar Media Group, “[h]olders who continue to own the stock today have earned a 280% return over 6.6 years.” It is our understanding that since the sale to Nexstar, Nexstar’s management and board has operated the surviving business. Accordingly, please revise this statement to remove the implication that Media General’s post-merger performance should be attributed to Standard General or its nominees in this solicitation.

Standard General notes the Staff’s comment and did not include this statement in the press release and open letter to shareholders issued on April 14, 2020 and also filed as definitive additional materials on Schedule 14A on the same date.

3. Please revise slide 6 in the investor presentation to include the dates the statements were made.

Slide 6 was revised in the Revised Investor Presentation.

4. Please revise slide 17, or add an annex, to include the names of the peers included in each line item.

Please see updates to the footnote of slide 17 of the Revised Investor Presentation.

5. Refer to the third column of slide 48. Provide us with support for the assertion that TEGNA’s board “insisted that any suitor make a fully financed, all cash offer with committed financing.” In that regard, we note TEGNA’s March 29, 2020 press release stating that two parties “have not delivered any information on financing sources.”

This statement is based upon an article entitled “TEGNA bidder Apollo hampered by HY market, sources say”, published by Activistmonitor on March 30, 2020 as well as TEGNA’s own disclosures on March 29, 2020, to which the Staff refers.

6. Given your discussion in slides 55 and 56 of the share ownership of TEGNA’s board and of management’s lack of open market purchases, please revise the investor presentation to include the share ownership and open market purchases of your nominees.

Please see updates to slide 60 of the Revised Investor Presentation.

Fried, Frank, Harris, Shriver & Jacobson LLP

April 14, 2020

Page 3

Please contact Warren de Wied at (212) 859-8296 or Phil Richter at (212) 859-8763 if you have any questions regarding this letter.

Very truly yours,
Warren de Wied

Show Raw Text
CORRESP
1
filename1.htm

        Fried,
        Frank, Harris, Shriver & Jacobson LLP

        One
        New York Plaza

        New York, New York 10004

        Tel:   +1.212.859.8000

        Fax:  +1.212.859.4000

        www.friedfrank.com

April 14, 2020

Via E-mail

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attention: Joshua Shainess, Esq.

Special Counsel

Office of
Mergers and Acquisitions

 Re: TEGNA Inc.

Response to SEC Letter, dated
April 10, 2020

File No. 001-06961

Dear Mr. Shainess:

We refer
to your letter, dated April 10, 2020, with comments to the definitive additional materials on Schedule 14A filed on March 31, 2020
and on April 7, 2020 by Standard General L.P. (“Standard General”) and the other participants named therein with respect
to TEGNA Inc. (“TEGNA”). Please see below our responses to your comments.

DFAN14A Filed March 31, 2020

 1. We note the statement in your March 31 press release and shareholder letter that Mr. Lougee
has been CEO for almost four years. Please revise to provide disclosure of the correct duration of Mr. Lougee’s tenure as
CEO, which appears to be less than three years. Additionally, provide support for the assertion that “he has been responsible
for the performance of TEGNA’s assets for the last 13 years.” In this respect, we note that until the spin-off of Cars.com,
Mr. Lougee was President of a distinct business unit in the Company and not a board member.

Please see slide 17
of Standard General’s revised investor presentation (“Revised Investor Presentation”) filed as definitive additional
materials on Schedule 14A on April 13, 2020 by Standard General and the other participants named therein. Mr. Lougee was head
of Gannett’s broadcasting business from 2007 and led the business unit that constitutes TEGNA’s broadcast business
today.

New
York • Washington • London • Frankfurt

Fried,
Frank, Harris, Shriver & Jacobson LLP is a Delaware Limited Liability Partnership

    Fried, Frank, Harris,
    Shriver & Jacobson LLP

    April 14, 2020

    Page 2

DFAN14A Filed April 7, 2020

 2. We note your assertion in the press release that, with respect to the merger of Media General
with LIN Media LLC and a subsequent sale to Nexstar Media Group, “[h]olders who continue to own the stock today have earned
a 280% return over 6.6 years.” It is our understanding that since the sale to Nexstar, Nexstar’s management and board
has operated the surviving business. Accordingly, please revise this statement to remove the implication that Media General’s
post-merger performance should be attributed to Standard General or its nominees in this solicitation.

Standard General notes the Staff’s
comment and did not include this statement in the press release and open letter to shareholders issued on April 14, 2020 and also
filed as definitive additional materials on Schedule 14A on the same date.

 3. Please revise slide 6 in the investor presentation to include the dates the statements were
made.

Slide 6 was revised in the Revised
Investor Presentation.

 4. Please revise slide 17, or add an annex, to include the names of the peers included in each
line item.

Please see updates to the footnote
of slide 17 of the Revised Investor Presentation.

 5. Refer to the third column of slide 48. Provide us with support for the assertion that TEGNA’s
board “insisted that any suitor make a fully financed, all cash offer with committed financing.” In that regard, we
note TEGNA’s March 29, 2020 press release stating that two parties “have not delivered any information on financing
sources.”

This statement is based upon
an article entitled “TEGNA bidder Apollo hampered by HY market, sources say”, published by Activistmonitor on March
30, 2020 as well as TEGNA’s own disclosures on March 29, 2020, to which the Staff refers.

 6. Given your discussion in slides 55 and 56 of the share ownership of TEGNA’s board and
of management’s lack of open market purchases, please revise the investor presentation to include the share ownership and
open market purchases of your nominees.

Please see updates to slide 60
of the Revised Investor Presentation.

    Fried, Frank, Harris,
    Shriver & Jacobson LLP

    April 14, 2020

    Page 3

Please contact Warren
de Wied at (212) 859-8296 or Phil Richter at (212) 859-8763 if you have any questions regarding this letter.

    Very truly yours,

    Warren de Wied

 CC: Gail Steiner

Partner, General Counsel and Chief Compliance
Officer

Standard General L.P.