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March 20, 2020
Via E-mail
Warren S. de Wied, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004
Re: TEGNA Inc.
PREN14A Preliminary Proxy Statement on Schedule 14A
Filed March 13, 2020 by Standard General L.P., et al.
Soliciting Materials Filed Pursuant to Rule 14a-12
Filed March 9, 2020
File No. 001-06961
Dear Mr. de Wied:
We have reviewed the above-captioned filings and have the following
comments.
Preliminary Proxy Statement on Schedule 14A
General
1. We note that the participants in this solicitation include Standard
General's director
nominees, along with Mr. Glazek, Mr. Malman, Mr. Thakrar, and Mr. Usher. In
your
response letter, please tell us why Mr. Michael Perrone is not listed as a
participant given that
he was listed in Rule 14a-12 soliciting materials filed January 15, 2020.
Additionally, tell us
why Mr. Thakrar and Mr. Malman were not listed as participants in your
earlier filings.
2. Please ensure that your revised preliminary proxy statement includes page
numbers. Refer to
Exchange Act Rule 0-3(b).
Cover Letter
3. Please provide us support for your assertions about your "excellent track
record of assisting
similarly situated local television broadcasting companies achieve good
results for
shareholders." Specifically, tell us how you helped guide Media General
through its two
mergers, given the presence of one Standard General principal on the board.
4. With respect to your assertion that your nominees have "decades of
experience as CEOs,
CFOs, COOs, and directors of well-performing broadcasting companies," please
expand your
disclosure to specify the companies you are referring to, identify the
measures you use to
assess the performance of these companies, and highlight specifically the
involvement of
your nominees.
Warren S. de Wied, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
March 20, 2020
Page 2
5. Given that you refer to media reports for your disclosure about acquisition
proposals received
by the company, please update your disclosure with more recent media reports
about these
proposals.
6. You disclose that in a September 26, 2019 call with TEGNA's CEO, "Mr. Kim
relayed to
Mr. Lougee that in response to the Company's treatment of Schedule 13G
filers as
communicated in the August 20, 2019 investors meeting, Standard General
would likely
amend its filing status and file a Schedule 13D in place of its existing
Schedule 13G." Please
advise us as to why Standard General did not file a Schedule 13D until
September 30, 2019.
Background of the Solicitation
7. Please supplementally provide us with support for your assertion that
TEGNA's management
publicly announced intentions to "aggressively refocus" on M&A
opportunities.
8. Provide additional detail as to the proposals made by TEGNA representatives
that Standard
General rejected. Specifically, discuss the details of the "potential off
ramp" discussed on
January 10, 2020 and the settlement that was proposed on February 12, 2020.
Please state
why Mr. Kim and Standard General rejected these proposals.
Reasons for Our Solicitation
9. Please revise to identify the specific "inconsistent disclosures regarding
financial metrics"
that you are referring to.
10. Describe your nominees' plans for changes at TEGNA, if elected to the
board, including with
respect to plans to maximize value for all shareholders.
Matters to be Considered at the Annual Meeting
11. We note that you intend to include certain of TEGNA s nominees on your
proxy card and
name those nominees in your proxy statement. Please advise us as to how you
plan to
comply with the short slate rule set forth in Rule 14a-4(d)(4).
Information About the Company
12. You state that "if a shareholder returns a white proxy card that is signed,
dated and not
marked with respect to a proposal, that shareholder will be deemed to have
given a direction
to vote `for' the Standard General Nominees and; `for' the select company
nominees."
Please explain how votes on the other proposals will be directed for
shareholders that return a
white card that is not marked with respect to those proposals.
Warren S. de Wied, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
March 20, 2020
Page 3
Appendix A
Information Concerning Participants and Their Associates in the Proxy
Solicitation
13. With respect to the disclosure of Mr. Kim's position as an officer and
director of General
Wireless Operations Inc., please revise to identify the "certain
affiliates" referenced here and
provide the narrative disclosure required by Item 401(f).
14. The disclosure indicates that the Standard General parties believe that
each of the Standard
General nominees are independent under the applicable NYSE rules.
Notwithstanding this
belief, disclosure elsewhere in the proxy statement and letter to
shareholders characterizes
the nominees as already independent. Pursuant to the NYSE's listing
standards, a director is
not deemed to be independent unless the Board first determines that such
director is
independent. Accordingly, please revise to remove the implication that a
conclusion has
already been reached.
DFAN filed March 9, 2020
15. We note that you issued the subject press release on March 6, 2020. In
light of the fact that
you filed these soliciting materials on March 9, 2020, it appears that you
have not complied
with the requirements of Rule 14a-12(b). Please confirm for us your
understanding that all
future soliciting materials will comply with Rule 14a-12, including the
requirement that any
soliciting materials published, sent or given to security holders in
accordance with Rule 14a-
12(a) must be filed with the Commission no later than the date the material
is first published,
sent or given to security holders.
* * *
Please direct any questions to me at (202) 551-7951. You may also contact
Daniel
Duchovny, Special Counsel, at (202) 551-3619.
Sincerely,
/s/ Joshua
Shainess
Joshua Shainess
Special Counsel
Office of Mergers
and Acquisitions