8-K
TEGNA INC false 0000039899 0000039899 2019-08-21 2019-08-21

 

 

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): August 21, 2019 

 

TEGNA INC.

(Exact name of Registrant as Specified in its Charter)

 

Delaware

 

1-6961

 

16-0442930

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

     

8350 Broad Street

Suite 2000

Tysons, Virginia

 

22102-5151

(Address of Principal Executive Offices)

 

(Zip Code)

(703) 873-6600

Registrant’s telephone number, including area code

Not Applicable

(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 (see General Instruction A.2. below):

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock

 

TGNA

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 August 21, 2019, the Company issued a press release commenting on its past interactions with Apollo Global Management, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The press release is being furnished pursuant to Item 7.01, and the information contained therein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

Exhibit
No.

   

Description

         
 

99.1

   

Press Release of TEGNA Inc., dated August 21, 2019.

         
 

104

   

Cover Page Interactive Data File (the Cover Page Interactive Data File is 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.

 

TEGNA INC.

     

By:

 

/s/ Akin S. Harrison

 

Akin S. Harrison

 

Senior Vice President, General Counsel and Secretary

Date: August 22, 2019

EX-99.1

Exhibit 99.1

 

LOGO

FOR IMMEDIATE RELEASE

August 21, 2019

TEGNA COMMENTS ON PAST INTERACTIONS WITH APOLLO

Tysons, VA – TEGNA (NYSE: TGNA) today confirmed it received a letter from Apollo in late February, 2019, stating that Apollo was interested in acquiring TEGNA without specifying a price. Subsequently, in June 2019, Apollo made a different proposal, to combine TEGNA with broadcasting assets Apollo is in the process of buying, in a transaction that would not have constituted a change of control of TEGNA. TEGNA does not intend to update this disclosure.

About TEGNA

TEGNA Inc. (NYSE: TGNA) is an innovative media company that serves the greater good of our communities. Across platforms, TEGNA tells empowering stories, conducts impactful investigations and delivers innovative marketing solutions. With 51 television stations and four radio stations in 43 markets, TEGNA is the largest owner of top 4 affiliates in the top 25 markets, reaching over 35 percent of all television households nationwide. TEGNA also owns leading multicast networks Justice Network and Quest. TEGNA Marketing Solutions (TMS) offers innovative solutions to help businesses reach consumers across television, email, social and over-the-top (OTT) platforms, including Premion, TEGNA’s OTT advertising service. For more information, visit www.TEGNA.com.

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For media inquiries, contact:

Anne Bentley

Vice President, Corporate Communications

703-873-6366

abentley@TEGNA.com

For investor inquiries, contact:

John Janedis, CFA

Senior Vice President, Capital Markets & Investor Relations

703-873-6222

jjanedis@TEGNA.com