As previously disclosed, on May 22, 2023, TEGNA Inc., a
Delaware corporation (the “Company”), terminated that certain
Agreement and Plan of Merger, dated February 22, 2022 (as amended
by Amendment No. 1 thereto on March 10, 2022, the “Merger
Agreement”), by and among the Company, 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 (“Standard General”),
CMG Media Corporation, a Delaware corporation (“CMG”), and certain
of CMG’s subsidiaries.
Also, as previously disclosed, pursuant to the Merger Agreement,
Parent was required to pay the Company a termination fee of
$136 million (the “Termination Fee”) within one business day
of May 22, 2023 plus interest on the Termination Fee from and
including the date on which payment of such amount was due to but
excluding the date of actual payment.
On May 24, 2023, the Company entered into an agreement (the
“Stock Transfer Agreement”) with Parent and certain affiliates of
Standard General (each such affiliate of Standard General, an “SG
Entity” and, collectively, the “SG Entities”), pursuant to which
the SG Entities agreed to transfer (the “Transfer”) to the Company
shares of the Company’s common stock with an aggregate value equal
to the Termination Fee (plus the interest due on the Termination
Fee as described above), at market-based pricing, to satisfy the
obligation of Parent to pay the Termination Fee pursuant to the
Merger Agreement.
The Transfer pursuant to the Stock Transfer Agreement will not
reduce the Company’s previously announced existing
$300 million share repurchase authorization.
FORWARD-LOOKING STATEMENTS
This communication includes forward-looking statements within the
meaning of the “safe harbor” provisions of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking
statements are based on current assumptions, expectations, beliefs
and information available to us. Any forward-looking statements
contained herein should not be regarded as guarantees of future
performance and are subject to a number of risks, trends and
uncertainties that could cause the Company’s actual results or
actions to differ materially from what is expressed or implied by
such statements, including, without limitation, risks and
uncertainties related to: the completion of the transfer of the
Company’s shares from the SG Entities to the Company on the
expected timeline, the Company’s ability to receive the termination
fee from Parent should the transfer of the Company’s shares from
the SG Entities to the Company not occur, changes in the market
price of the Company’s shares, general market conditions, access to
credit or debt capital markets, applicable securities laws and
alternative uses of capital; constraints, volatility, or
disruptions in the capital markets or other factors affecting share
repurchases; legal proceedings, judgments or settlements; the
response of customers, suppliers and business partners to the
termination of the merger agreement, including impacts on and
modifications to the Company’s plans, operations and business
relating thereto; difficulties in employee retention due to the
termination of the merger agreement; the Company’s ability to
re-price or renew
subscribers and execute on its capital allocation strategy; and
economic, competitive, governmental, technological and other
factors and risks that may affect the Company’s operations or
financial results, which are discussed in our Annual Report on Form
10-K and Quarterly Reports
on Form 10-Q. Any
forward-looking statements in this communication should be
evaluated in light of these important risk factors. The Company is
not responsible for updating the information contained in this
communication beyond the published date, or for changes made to
this communication by wire services, Internet service providers or
other media.