Termination of a Material Definitive Agreement.
As previously disclosed, on February 22, 2022, TEGNA Inc., a
Delaware corporation (the “Company”), entered into that certain
Agreement and Plan of Merger (as amended by Amendment No. 1
thereto on March 10, 2022, the “Merger Agreement”), by and
among Teton Parent Corp., a Delaware corporation (“Parent”), Teton
Merger Corp., a Delaware corporation and an indirect wholly owned
subsidiary of Parent, and solely for purposes of certain provisions
specified therein, certain subsidiaries of Parent, certain
affiliates of Standard General L.P., a Delaware limited
partnership, CMG Media Corporation, a Delaware corporation (“CMG”),
and certain of CMG’s subsidiaries. For a description of the Merger
Agreement, please refer to Item 1.01 of the Company’s Current
Reports on Form 8-K filed
with the Securities and Exchange Commission on February 22,
2022 (the “February 2022 8-K”) and March 15, 2022 (the
“March 2022 8-K”), which
description is incorporated herein by reference. Such description
is qualified in its entirety by reference to the full text of the
Merger Agreement and Amendment No. 1 thereto, which are
attached as Exhibit 2.1 to the February 2022 8-K and Exhibit 2.1 to the March 2022
8-K, respectively, and are
incorporated herein by reference.
On May 22, 2023, pursuant to the terms of the Merger
Agreement, the Company terminated the Merger Agreement effective
The Merger Agreement provided the Company with a right to terminate
the Merger Agreement if the Federal Commissions Commission (“FCC”)
issued a Hearing Designation Order with respect to certain
transactions contemplated by the Merger Agreement. On
February 24, 2023, the Media Bureau of the FCC issued a
Hearing Designation Order (the “Hearing Designation Order”) in the
matter captioned In the Matter of
Consent to Transfer Control of Certain Subsidiaries of TEGNA Inc.
to SGCI Holdings III LLC, et al., MB Docket No. 22-162. Under the terms of the
Merger Agreement, Parent must pay the Company a termination fee of
On May 22, 2023, the Company announced that the Board of
Directors of the Company (the “Board”) authorized an accelerated
share repurchase program, which gives the Company the ability to
repurchase up to $300 million of its common stock.
On May 22, 2023, the Company announced that the Board
authorized a dividend increase of 1.875 cents per share on a
quarterly basis, to 11.375 cents per share.
A copy of the Company’s press release announcing the termination of
the Merger Agreement, the accelerated share repurchase program and
the dividend increase is furnished as Exhibit 99.1 to this Current
Report on Form 8-K.
Financial Statements and Exhibits.