0000039899false00000398992023-06-022023-06-02
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported):
June 2, 2023
TEGNA INC.
(Exact name of registrant as specified in its charter)
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Delaware |
1-6961 |
16-0442930 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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8350 Broad Street, Suite 2000, Tysons, Virginia
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22102-5151 |
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(Address of principal executive offices) |
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(Zip Code) |
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(703) 873-6600
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(Registrant's telephone number, including area code) |
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Not Applicable |
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(Former name or former address, if changed since last
report.) |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act: |
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Title of each class |
Trading Symbol |
Name of each exchange on which registered |
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Common Stock |
TGNA |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 7.01 Regulation FD
Disclosure.
On June 2, 2023, TEGNA Inc. (the “Company”) issued a press release
announcing its entrance into the Accelerated Share Repurchase
Agreement described in Item 8.01 below and the previously disclosed
transfer of 8,640,452 shares of the Company's common stock, par
value $1.00 per share ("Common Stock"), to the Company from
affiliates of Standard General L.P. ("Standard General") in
satisfaction of the termination fee due to the Company pursuant to
that certain Agreement and Plan of Merger, dated as of February 22,
2022 (as amended by Amendment No. 1 thereto on March 10, 2022) by
and among the Company, certain affiliates of Standard General and
the other parties thereto. A copy of the Company’s press release is
furnished herewith as Exhibit 99.1 to this Current Report on Form
8-K.
The information in this Item 7.01 shall not be deemed “filed” for
purposes of Section 18 of the U.S. Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or incorporated by reference in
any filing under the Securities Act or the Exchange Act, except as
shall be expressly set forth by specific reference in such
filing.
Item 8.01 Other Events.
On June 2, 2023, the Company entered into an Accelerated Share
Repurchase Agreement (the “ASR”) with JPMorgan Chase Bank, National
Association (“JPMorgan”) to repurchase an aggregate of $300 million
of shares of Common Stock, pursuant to a newly authorized $300
million stock repurchase program. Under the ASR, the Company will
make an initial payment to JPMorgan of $300 million, and will
receive an initial delivery of approximately
15.2 million
shares of Common Stock on June 6, 2023. The final number of shares
to be repurchased will be based on the average daily
volume-weighted average price of the Company’s Common Stock during
the term of the ASR, less a discount and subject to customary
adjustments pursuant to the terms of the ASR. At settlement,
JPMorgan may be required to deliver additional shares of Common
Stock to the Company, or, under certain circumstances, the Company
may be required to make a cash payment or deliver shares of Common
Stock to JPMorgan. The final settlement of the ASR is expected to
be completed by the end of the third quarter of 2023, subject to
acceleration at JPMorgan’s discretion.
Cautionary Note Concerning 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. Forward-looking
statements are based on a number of assumptions about future events
and are subject to various risks, uncertainties and other factors
that may cause actual results to differ materially from the views,
beliefs, projections and estimates expressed in such statements.
These risks, uncertainties and other factors include, but are not
limited to, risks and uncertainties related to: 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, including the Company's ability to complete the ASR on
the expected terms and timing; delays or failures associated with
implementation of the Company's ASR program; the possibility that
the Company's ASR program, or any future share repurchases, may not
enhance long-term stockholder value; the possibility that share
repurchases pursuant to the ASR program could increase the
volatility of the price of the Company's common stock and diminish
the Company's cash reserves; 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; potential regulatory actions; changes in
consumer behaviors and impacts on and modifications to TEGNA's
operations and business relating thereto; 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 press release 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 press release by wire services,
Internet service providers or other media.
Readers are cautioned not to place undue reliance on
forward-looking statements made by or on behalf of the Company.
Each such statement speaks only as of the day it was made. The
Company undertakes no obligation to update or to revise any
forward-looking statements. The factors described above cannot be
controlled by the Company. When used in this communication, the
words “believes,” “estimates,” “plans,” “expects,” “should,”
“could,” “outlook,” and “anticipates” and similar expressions as
they relate to the Company or its management are intended to
identify forward-looking statements. Forward-looking statements in
this communication may include, without limitation: anticipated
growth rates and the Company's plans, objectives and
expectations.
Item 9.01 Financial Statements and
Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL
document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
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TEGNA Inc. |
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Date: June 2, 2023 |
By: |
/s/ Clifton A. McClelland III |
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Clifton A. McClelland III |
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Senior Vice President and Controller |
TEGNA (NYSE:TGNA)
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