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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant ☒
Filed by a party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under §240.14a-12
TEGNA INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required.
Fee paid previously with preliminary materials.
Fee computed on table in exhibit required by Item 25(b) of Schedule 14A (17 CFR 240.14a-101) per Item 1 of this Schedule and Exchange Act Rules 14c-5(g) and 0-11.

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PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION, DATED MARCH 25, 2022

TEGNA Inc.
8350 Broad Street, Suite 2000
Tysons, Virginia 22102
[ ], 2022
Dear TEGNA Stockholder:
You are cordially invited to attend a special meeting (including any adjournments or postponements thereof, the “Special Meeting”) of stockholders of TEGNA Inc., a Delaware corporation (“TEGNA” or the “Company”) to be held on [ ], 2022, at [ ] Eastern time (unless the Special Meeting is adjourned or postponed). Due to the potential public health impact of the coronavirus (COVID-19) and to support the well-being of our employees and stockholders, we will hold the Special Meeting online via a live webcast at www.virtualshareholdermeeting.com/TGNA2022SM. To participate in the Special Meeting, you must enter the 16-digit control number included in your proxy card or voting instruction form. Online access to the Special Meeting will open approximately 15 minutes prior to the start of the Special Meeting. You will not be able to attend the Special Meeting in person at a physical location. For purposes of attendance at the Special Meeting, all references in this proxy statement to “present” shall mean virtually present at the Special Meeting.
At the Special Meeting, you will be asked to consider and vote on (i) a proposal to adopt the Agreement and Plan of Merger, dated as of February 22, 2022, as amended by Amendment No. 1 on March 10, 2022 (as may be further amended or supplemented, the “Merger Agreement”), by and among TEGNA, Teton Parent Corp., a Delaware corporation (“Parent”), Teton Merger Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and solely for purposes of certain provisions specified therein, Community News Media LLC, a Delaware limited liability company (“CNM”), CNM Television Holdings I LLC, a Delaware limited liability company and a direct wholly owned subsidiary of CNM (“CNM Holdings”), SGCI Holdings III LLC, a Delaware limited liability company (“SGCI”), P Standard General Ltd., a British Virgin Islands exempted company (“PSG”), Standard General Master Fund L.P., a Cayman Islands limited partnership (“SG I”), Standard General Master Fund II L.P., a Cayman Islands limited partnership (“SG II”), and Standard General Focus Fund L.P., a Delaware limited partnership (“SG Focus” and, together with SGCI, PSG, SG I and SG II, the “SG Holders”), CMG Media Corporation, a Delaware corporation (“CMG” and, together with Parent, Merger Sub and CNM, the “Parent Entities”), CMG Media Operating Company, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of CMG (“CMG Media”), CMG Farnsworth Television Holdings, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of CMG Media (“CMG Newco 1”), CMG Farnsworth Television Operating Company, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of CMG Newco 1 (“CMG Newco 2” and, together with Parent, Merger Sub and CMG, the “Post-Closing Transfer Agreement Parties”), Teton Midco Corp., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Midco”), Teton Opco Corp., a Delaware corporation and a direct, wholly owned subsidiary of Midco (“Opco”) and CMG Farnsworth Television Acquisition Company, LLC, a Delaware limited liability company and a wholly owned subsidiary of CMG (“CNM Merger Sub” and, together with the Parent Entities, CNM Holdings, CMG Media, the SG Holders, CMG Newco 1, CMG Newco 2, Midco and Opco, the “Parent Restructuring Entities”) (the “Merger Agreement Proposal”), (ii) a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to TEGNA’s named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”) and (iii) a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”). In connection with the completion of the Merger, Parent will become owned by an affiliate of Standard General L.P. (“Standard General”), an investment firm. Pursuant to the terms of the Merger Agreement, subject to the terms and conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and as an indirect wholly owned subsidiary of Parent.
The Merger Agreement provides that, subject to certain exceptions, each share of common stock, par value $1.00 per share, of the Company (“TEGNA common stock”) outstanding immediately prior to the effective time
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of the Merger (the “Effective Time”) will at the Effective Time automatically be converted into the right to receive (i) $24.00 per share of TEGNA common stock in cash, without interest (the “Base Per Share Merger Consideration”) plus (ii) (A) if the date on which the closing of the Merger (the “Closing”) occurs (the “Closing Date”) is after November 22, 2022, and before February 22, 2023, an amount in cash equal to (x) $0.00166667 multiplied by (y) the number of calendar days elapsed after November 22, 2022, to and including the Closing Date; (B) if the Closing Date occurs on or after February 22, 2023, and before March 22, 2023, an amount in cash equal to (x) $0.15333333 plus (y) (I) $0.0025 multiplied by (II) the number of calendar days elapsed after February 22, 2023, to and including the Closing Date; (C) if the Closing Date occurs on or after March 22, 2023, and before April 22, 2023, an amount in cash equal to (x) $0.22333333 plus (y) (I) $0.00333333 multiplied by (II) the number of calendar days elapsed after March 22, 2023 to and including the Closing Date; or (D) if the Closing Date occurs on or after April 22, 2023, and before May 22, 2023, an amount in cash equal to (x) $0.3266667 plus (y) (I) $0.00416667 multiplied by (II) the number of calendar days elapsed after April 22, 2023, to and including the Closing Date, in each case without interest (clause (ii), collectively, the “Per Share Ticking Fee,” and, together with the Base Per Share Merger Consideration, the “Per Share Merger Consideration”), in each case less any applicable withholding taxes.
If the Merger is completed, you will be entitled to receive the Per Share Merger Consideration, less any applicable withholding taxes, for each share of TEGNA common stock that you own immediately prior to the Effective Time (unless you have properly exercised your appraisal rights).
The Board of Directors of TEGNA (the “Board of Directors”), after considering the factors more fully described in the enclosed proxy statement, has unanimously: (i) determined that the transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of TEGNA and its stockholders; (ii) approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger; (iii) resolved to recommend that the TEGNA stockholders adopt the Merger Agreement; and (iv) directed that the adoption of the Merger Agreement be submitted for consideration by the TEGNA stockholders at the Special Meeting. The Board of Directors unanimously recommends that you vote: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.
The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement.
The proxy statement also describes the actions and determinations of the Board of Directors in connection with its evaluation of the Merger Agreement and the Merger. You should carefully read and consider the entire enclosed proxy statement and its annexes, including, but not limited to, the Merger Agreement, as they contain important information about, among other things, the Merger and how it affects you.
Whether or not you plan to attend the virtual Special Meeting, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (in accordance with the instructions detailed in the section of this proxy statement captioned “The Special Meeting—Voting at the Special Meeting”). If you attend the Special Meeting and vote thereat, your vote will revoke any proxy that you have previously submitted.
If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Agreement Proposal, without your instructions.
Your vote is very important, regardless of the number of shares that you own. We cannot complete the Merger unless the proposal to adopt the Merger Agreement is approved by the affirmative vote of the holders of at least a majority of the outstanding shares of TEGNA common stock entitled to vote at the Special Meeting.
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If you have any questions or need assistance voting your shares, please contact our proxy solicitor:
INNISFREE M&A INCORPORATED

501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders May Call:
(877) 750-8226 (TOLL-FREE from the U.S. and Canada) or
+1 (412) 232-3651 (from other locations)
On behalf of the Board of Directors, I thank you for your support and appreciate your consideration of these matters.
Sincerely,
 
 
 
 
 
Howard D. Elias
 
Chairman of the Board of Directors of TEGNA
 
Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the merger, passed upon the merits or fairness of the merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.
The accompanying proxy statement is dated [ ], 2022 and, together with the enclosed form of proxy card, is first being mailed to TEGNA stockholders on or about [ ], 2022.
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PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION, DATED MARCH 25, 2022

TEGNA Inc.
8350 Broad Street, Suite 2000
Tysons, Virginia 22102
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [ ], 2022
Notice is hereby given that a special meeting (including any adjournments or postponements thereof, the “Special Meeting”) of stockholders of TEGNA Inc., a Delaware corporation (“TEGNA” or the “Company”), will be held on [  ], 2022, at [  ] Eastern time (unless the Special Meeting is adjourned or postponed). Due to the potential public health impact of the coronavirus (COVID-19) and to support the well-being of our employees and stockholders, we will hold the Special Meeting virtually online via a live webcast at www.virtualshareholdermeeting.com/TGNA2022SM. To participate in the Special Meeting, you must enter the 16-digit control number included in your proxy card or voting instruction form. Online access to the Special Meeting will open approximately 15 minutes prior to the start of the Special Meeting. You will not be able to attend the Special Meeting in person at a physical location. For purposes of attendance at the Special Meeting, all references in this proxy statement to “present” shall mean virtually present at the Special Meeting. The Special Meeting is being held for the following purposes:
1.
To consider and vote on the proposal to adopt the Agreement and Plan of Merger, dated as of February 22, 2022, as amended by Amendment No. 1 on March 10, 2022 (as may be further amended or supplemented, the “Merger Agreement”), by and among TEGNA, Teton Parent Corp., a Delaware corporation (“Parent”), Teton Merger Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and solely for purposes of certain provisions specified therein, Community News Media LLC, a Delaware limited liability company (“CNM”), CNM Television Holdings I LLC, a Delaware limited liability company and a direct wholly owned subsidiary of CNM (“CNM Holdings”), SGCI Holdings III LLC, a Delaware limited liability company (“SGCI”), P Standard General Ltd., a British Virgin Islands exempted company (“PSG”), Standard General Master Fund L.P., a Cayman Islands limited partnership (“SG I”), Standard General Master Fund II L.P., a Cayman Islands limited partnership (“SG II”), and Standard General Focus Fund L.P., a Delaware limited partnership (“SG Focus” and, together with SGCI, PSG, SG I and SG II, the “SG Holders”), CMG Media Corporation, a Delaware corporation (“CMG” and, together with Parent, Merger Sub and CNM, the “Parent Entities”), CMG Media Operating Company, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of CMG (“CMG Media”), CMG Farnsworth Television Holdings, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of CMG Media (“CMG Newco 1”), CMG Farnsworth Television Operating Company, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of CMG Newco 1 (“CMG Newco 2” and, together with Parent, Merger Sub and CMG, the “Post-Closing Transfer Agreement Parties”), Teton Midco Corp., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Midco”), Teton Opco Corp., a Delaware corporation and a direct, wholly owned subsidiary of Midco (“Opco”) and CMG Farnsworth Television Acquisition Company, LLC, a Delaware limited liability company and a wholly owned subsidiary of CMG (“CNM Merger Sub” and, together with the Parent Entities, CNM Holdings, CMG Media, the SG Holders, CMG Newco 1, CMG Newco 2, Midco and Opco, the “Parent Restructuring Entities”). In connection with the completion of the Merger, Parent will become owned by an affiliate of Standard General L.P. (“Standard General”), an investment firm. Pursuant to the terms of the Merger Agreement, subject to the terms and conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and as an indirect wholly owned subsidiary of Parent (the “Merger Agreement Proposal”);
2.
To consider and vote on the proposal to approve the compensation that may be paid or become payable to TEGNA’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”); and
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3.
To consider and vote on any proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”).
Only holders of TEGNA common stock (“TEGNA stockholders”) of record as of the close of business on [  ], 2022, are entitled to notice of the Special Meeting and to vote at the Special Meeting or any adjournment, postponement or other delay thereof.
The Board of Directors unanimously recommends that you vote: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.
Whether or not you plan to attend the virtual Special Meeting, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (in accordance with the instructions detailed in the section of this proxy statement captioned “The Special Meeting—Voting at the Special Meeting”). If you attend the Special Meeting and vote thereat, your vote will revoke any proxy that you have previously submitted. If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Agreement Proposal, without your instructions. If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote “FOR” the Merger Agreement Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.
 
By Order of the Board of Directors of TEGNA,
 
 
 
 
 
Akin S. Harrison
 
Senior Vice President and General Counsel
Dated: [ ], 2022
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YOUR VOTE IS IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) BY TELEPHONE; (2) THROUGH THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting.
If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.
If you are a TEGNA stockholder of record, voting at the Special Meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee and did not obtain a control number, you must contact your bank, broker or other nominee to obtain a control number in order to vote at the Special Meeting.
If you fail to (1) return your proxy card, (2) grant your proxy electronically over the Internet or by telephone or (3) vote at the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the Merger Agreement Proposal but, assuming a quorum is present, will have no effect on the Compensation Proposal or the Adjournment Proposal.
You should carefully read and consider the entire accompanying proxy statement and its annexes, including, but not limited to, the Merger Agreement, along with all of the documents incorporated by reference into the accompanying proxy statement, as they contain important information about, among other things, the Merger and how it affects you. If you have any questions concerning the Merger Agreement, the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of TEGNA common stock, please contact our proxy solicitor:
INNISFREE M&A INCORPORATED

501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders May Call:
(877) 750-8226 (TOLL-FREE from the U.S. and Canada) or
+1 (412) 232-3651 (from other locations)
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SUMMARY
This summary highlights selected information from this proxy statement related to the Merger and may not contain all of the information that is important to you. To understand the Merger more fully and for a more complete description of the legal terms of the Merger, you should carefully read and consider this entire proxy statement and the annexes to this proxy statement, including, but not limited to, the Merger Agreement (as defined below), along with all of the documents to which we refer in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section of this proxy statement captioned “Where You Can Find More Information.” The Merger Agreement is attached as Annex A to this proxy statement. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger.
Except as otherwise specifically noted in this proxy statement, “TEGNA,” “we,” “our,” “us,” the “Company” and similar words refer to TEGNA Inc. Throughout this proxy statement, we refer to Teton Parent Corp. as “Parent,” Teton Merger Corp. as “Merger Sub,” Community News Media LLC as “CNM” and CMG Media Corporation as “CMG.” We refer to Parent, Merger Sub, CNM and CMG collectively as the “Parent Entities.” We refer to SGCI Holdings III LLC, P Standard General Ltd., Standard General Master Fund L.P., Standard General Master Fund II L.P., and Standard General Focus Fund L.P. collectively, as the “SG Holders.” In addition, we refer to the Parent Entities, the SG Holders, CNM Television Holdings I LLC, CMG Media Operating Company, LLC, CMG Farnsworth Television Holdings, LLC, CMG Farnsworth Television Operating Company, LLC, Teton Midco Corp., Teton Opco Corp. and CMG Farnsworth Television Acquisition Company, LLC collectively as the “Parent Restructuring Entities.” We refer to Parent, Merger Sub, CMG and CMG Newco 2 collectively as the “Post-Closing Transfer Agreement Parties.”
In addition, throughout this proxy statement we refer to the Agreement and Plan of Merger, dated as of February 22, 2022 , as amended by Amendment No. 1 on March 10, 2022 (as may be further amended or supplemented), by and among TEGNA, Parent, Merger Sub and the other Parent Restructuring Entities as the “Merger Agreement,” our common stock, par value $1.00 per share, as “TEGNA common stock,” and the holders of shares of TEGNA common stock as “TEGNA stockholders.” Unless indicated otherwise, any other capitalized term used herein but not otherwise defined herein has the meaning assigned to such term in the Merger Agreement.
Parties Involved in the Merger
TEGNA Inc.
TEGNA is an innovative media company serving the greater good of our communities. Across platforms, we tell empowering stories, conduct impactful investigations and deliver innovative marketing services. With 64 television stations and two radio stations in 51 U.S. markets, we are the largest owner of top four network affiliates in the top 25 markets among independent station groups, reaching approximately 39% of U.S. television households. We also own leading multicast networks True Crime Network, Twist and Quest. Each television station also has a robust digital presence across online, mobile and social platforms, reaching consumers on all devices and platforms they use to consume news content. We have been consistently honored with the industry’s top awards, including Edward R. Murrow, George Polk, Alfred I. DuPont and Emmy Awards. Through TEGNA Marketing Solutions (TMS), our integrated sales and back-end fulfillment operations, we deliver results for advertisers across television, digital and over-the-top (OTT) platforms, including Premion, our OTT advertising network. TEGNA common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “TGNA.”
Teton Parent Corp.
Parent was formed on February 10, 2022, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and the Contribution Agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement, the Contribution Agreement and arranging of the Preferred Securities Financing and the Debt Financing (each as defined below) in connection with the Merger.
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Teton Merger Corp.
Merger Sub is an indirect wholly owned subsidiary of Parent and was formed on February 10, 2022, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the Preferred Securities Financing and the Debt Financing in connection with the Merger.
Teton Midco Corp.
Midco is a direct wholly owned subsidiary of Parent and was formed on February 10, 2022, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and the Contribution Agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement, the Contribution Agreement and arranging of the Debt Financing in connection with the Merger.
Community News Media LLC
CNM is a local broadcast and digital media company which indirectly owns four television stations in three markets. CNM’s portfolio includes primary affiliates of ABC, FOX, and MyNetworkTV.
CMG Media Corporation
CMG is a media company with 33 television stations in 20 markets, 53 radio stations delivering all genres of content in 11 markets, and numerous streaming and digital platforms. CMG’s portfolio includes primary affiliates of ABC, CBS, FOX, NBC, and MyNetworkTV, as well as several news and independent stations. Additionally, CMG also offers a full suite of national, regional, local and digital advertising services with CMG Local Solutions, CoxReps and Gamut.
SG Holders
The SG Holders are entities affiliated with, and/or funds managed by, Standard General.
Other Parent Restructuring Entities
CNM Holdings is a direct wholly owned subsidiary of CNM. CNM Holdings indirectly owns four television stations in three markets.
CMG Media is a direct wholly owned subsidiary of CMG. CMG Newco 1, CMG Newco 2 and CNM Merger Sub are indirect wholly owned subsidiaries of CMG. Opco is an indirect wholly owned subsidiary of Parent. CMG Newco 1, CMG Newco 2, CNM Merger Sub and Opco were all formed on February 10, 2022, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and the Contribution Agreement, and have not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and the Contribution Agreement.
CNM, CNM Holdings and the SG Holders are each affiliates of Standard General L.P. (“Standard General”). Standard General manages capital for public and private pension funds, endowments, foundations, and high-net-worth individuals. Standard General is a minority-controlled and operated organization. At the Effective Time (as defined in the section of this proxy statement captioned “—The Merger”), the Surviving Corporation (as defined below) will be indirectly owned by an affiliate of Standard General.
CMG and the other Parent Restructuring Entities (other than the SG Holders, CNM and CNM Holdings) are each affiliated with funds managed by affiliates of Apollo Global Management, Inc. (“Apollo”). Apollo is a leading global alternative investment manager. Apollo had assets under management of approximately $498 billion as of December 31, 2021. Apollo’s Class A shares are listed on the NYSE under the symbol “APO.” At the Effective Time, funds managed by affiliates of Apollo will hold non-voting preferred securities in Parent.
While Parent, Merger Sub and Midco are each currently affiliated with CMG, they will become affiliated with Standard General prior to and in connection with the Closing pursuant to the Restructuring. For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Restructuring and Contribution Agreement.”
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The Merger
Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will be merged with and into the Company and the separate corporate existence of Merger Sub will cease, with TEGNA continuing as the surviving corporation and as an indirect wholly owned subsidiary of Parent (the “Surviving Corporation”). As a result of the Merger, TEGNA common stock will no longer be publicly traded and will be delisted from the NYSE. In addition, TEGNA common stock will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and TEGNA will no longer file periodic reports with the United States Securities and Exchange Commission (the “SEC”). If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation. The time at which the Merger will become effective will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the General Corporation Law of the State of Delaware, as amended (the “DGCL”) (the time of such filing and the acceptance for record by the Secretary of State of the State of Delaware, or such later time as may be agreed in writing by TEGNA and Parent and specified in the certificate of merger in accordance with the relevant provisions of the DGCL, being referred to herein as the “Effective Time”).
Merger Consideration
TEGNA Common Stock
At the Effective Time, each then outstanding share of TEGNA common stock (other than (i) shares of TEGNA common stock owned by Parent or owned or held in treasury by the Company, except for shares of TEGNA common stock held on behalf of third parties; (ii) shares of TEGNA common stock owned or held by any wholly owned subsidiary of the Company, except for shares of TEGNA common stock held on behalf of third parties; and (iii) held by holders of such shares who have not voted in favor of the adoption of the Merger Agreement or consented to such adoption in writing and who have properly exercised appraisal rights with respect to such adoption in accordance with, and who have complied with, Section 262 of the DGCL, with respect to such shares (collectively, the “Excluded Shares”)) will be automatically converted into the right to receive (i) $24.00 per share of TEGNA common stock in cash, without interest (the “Base Per Share Merger Consideration”) plus (ii) (A) if the date on which the closing of the Merger (the “Closing”) occurs (the “Closing Date”) after November 22, 2022, and before February 22, 2023, an amount in cash equal to (x) $0.00166667 multiplied by (y) the number of calendar days elapsed after November 22, 2022, to and including the Closing Date; (B) if the Closing Date occurs on or after February 22, 2023, and before March 22, 2023, an amount in cash equal to (x) $0.15333333 plus (y) (I) $0.0025 multiplied by (II) the number of calendar days elapsed after February 22, 2023 to and including the Closing Date; (C) if the Closing Date occurs on or after March 22, 2023, and before April 22, 2023, an amount in cash equal to (x) $0.22333333 plus (y) (I) $0.00333333 multiplied by (II) the number of calendar days elapsed after March 22, 2023 to and including the Closing Date; or (D) if the Closing Date occurs on or after April 22, 2023, and before May 22, 2023, an amount in cash equal to (x) $0.3266667 plus (y) (I) $0.00416667 multiplied by (II) the number of calendar days elapsed after April 22, 2023 to and including the Closing Date, in each case without interest (clause (ii) collectively, the “Per Share Ticking Fee,” and, together with the Base Per Share Merger Consideration, the “Per Share Merger Consideration”), in each case less any applicable withholding taxes.
At or prior to the Effective Time, Parent will deposit (or cause to be deposited) with a designated payment agent a cash amount that, when taken together with any cash which the Company will deposit with such payment agent at the Effective Time (to the extent requested by Parent), is sufficient to pay the aggregate Per Share Merger Consideration for payment of each share of TEGNA common stock owned by each TEGNA stockholder. For more information, please see the section of this proxy statement captioned “The Merger Agreement—Exchange and Payment Procedures.”
After the Merger is completed, you will have the right to receive the Per Share Merger Consideration in respect of each share of TEGNA common stock that you own immediately prior to the Effective Time (less any applicable withholding taxes), but you will no longer have any rights as a stockholder (except that stockholders who properly exercise their appraisal rights will have a right to receive payment of the “fair value” of their shares as determined pursuant to an appraisal proceeding, as contemplated by Delaware law). For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Appraisal Rights.”
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Treatment of TEGNA Equity Awards
The Merger Agreement provides that each restricted stock award in respect of shares of TEGNA common stock (a “Company Restricted Stock Award”) outstanding immediately prior to the Effective Time will be converted into the right to receive a cash amount equal to the product of (i) the number of shares of TEGNA common stock subject to such Company Restricted Stock Award multiplied by (ii) the Per Share Merger Consideration, less amounts that are required to be withheld or deducted under applicable law.
The Merger Agreement also provides that each (i) time-based restricted stock unit award in respect of shares of TEGNA common stock (a “Company RSU Award”) and (ii) performance-based restricted stock unit or performance share award in respect of shares of TEGNA common stock (a “Company PSU Award”), in each case, whether vested or unvested, outstanding immediately prior to the Effective Time will become fully vested and be converted into the right to receive a cash amount equal to the product of (i) the number of shares of TEGNA common stock subject to such Company RSU Award or Company PSU Award multiplied by (ii) the Per Share Merger Consideration, less amounts that are required to be withheld or deducted under applicable law. The number of shares of TEGNA common stock subject to a Company PSU Award not granted in 2021 will be determined in accordance with the provisions of the applicable award agreement, which generally provide that the number of shares is determined based on target performance, unless the two-year performance period is complete as of the change in control, in which case the number of shares is determined based on actual performance. The number of shares of TEGNA common stock subject to each Company PSU Award granted in 2021 will equal the greater of (x) such number as determined in accordance with the provisions of the applicable award agreement (as described in the immediately preceding sentence) and (y) the number of shares that would be paid under such award assuming the Company’s actual performance versus target performance for 2021 was also achieved for 2022.
The Merger Agreement also provides that each award of notional shares of TEGNA common stock under a deferred compensation plan (a “Company Phantom Share Unit Award”) will be converted into the right to receive a cash amount equal to the product of (i) the number of shares of TEGNA common stock in respect of such Company Phantom Share Unit Award multiplied by (ii) the Per Share Merger Consideration, less amounts that are required to be withheld or deducted under applicable law.
For more information, please see the section of this proxy statement captioned “The Merger Agreement—Merger Consideration—Treatment of TEGNA Equity Awards.”
Material U.S. Federal Income Tax Consequences of the Merger
The exchange of TEGNA common stock for cash pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. Accordingly, a U.S. Holder (as defined in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Material U.S. Federal Income Tax Consequences of the Merger”) who exchanges shares of TEGNA common stock for cash in the Merger generally will recognize gain or loss in an amount equal to the difference, if any, between the amount of cash that such U.S. Holder receives in the Merger and such U.S. Holder’s adjusted tax basis in the shares of TEGNA common stock surrendered pursuant to the Merger by such stockholder.
This proxy statement contains a general discussion of certain U.S. federal income tax consequences of the Merger. This description does not address any non-U.S. tax consequences, nor does it address state, local or other tax consequences or the consequences to holders who are subject to special treatment under U.S. federal tax law. Consequently, you should consult your tax advisor to determine the particular tax consequences to you of the merger.
Appraisal Rights
If the Merger is consummated and certain conditions are met, TEGNA stockholders who continuously hold shares of TEGNA common stock through the Effective Time, who do not vote in favor of the adoption of the Merger Agreement and who properly demand appraisal of their shares and who do not withdraw their demands or otherwise lose their rights to seek appraisal will be entitled to seek appraisal of their shares in connection with the Merger under Section 262 of the DGCL. This means that TEGNA stockholders may be entitled to have their shares of TEGNA common stock appraised by the Delaware Court of Chancery, and to receive payment in cash of the “fair value” of their shares of TEGNA common stock, exclusive of any elements of value arising from the
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accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the court (or in certain circumstances described in further detail in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Appraisal Rights,” on the difference between the amount determined to be the fair value and the amount paid by the Surviving Corporation in the Merger to each stockholder entitled to appraisal prior to the entry of judgment in any appraisal proceeding). Due to the complexity of the appraisal process, TEGNA stockholders who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.
TEGNA stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as, or less than the value of the consideration that they would receive pursuant to the Merger Agreement if they did not seek appraisal of their shares of TEGNA common stock.
To exercise appraisal rights, TEGNA stockholders must: (i) submit a written demand for appraisal to TEGNA before the vote is taken on the proposal to adopt the Merger Agreement; (ii) not submit a proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement; (iii) continue to hold shares of TEGNA common stock of record through the Effective Time; and (iv) strictly comply with all other procedures for exercising appraisal rights under the DGCL. Failure to follow exactly the procedures specified under the DGCL may result in the loss of appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of TEGNA unless certain stock ownership conditions are satisfied by the TEGNA stockholders seeking appraisal. The DGCL requirements for exercising appraisal rights are described in further detail in this proxy statement, which is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights. A copy of Section 262 of the DGCL is reproduced in Annex D to this proxy statement. If you hold your shares of TEGNA common stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or other nominee to determine the appropriate procedures for the making of a demand for appraisal on your behalf by your bank, broker or other nominee. For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Appraisal Rights.”
Regulatory Approvals Required for the Merger
HSR Act
Under the Merger Agreement, the Merger cannot be completed until the waiting periods applicable to the Merger and the transactions contemplated by that certain Contribution, Exchange and Merger Agreement entered into concurrently with the Merger Agreement by the Parent Restructuring Entities (as may be amended or supplemented, the “Contribution Agreement”) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), have expired or been terminated. The parties made the filings required under the HSR Act on March 8, 2022.
Federal Communications Commission Consent
Under the Merger Agreement, it is a condition to each party’s obligation to complete the Merger that the Federal Communications Commission (the “FCC”) grant the applications needed pursuant to the Communications Act of 1934 (the “Communications Act”) and the FCC rules to consummate the transactions contemplated by the Merger Agreement and the Contribution Agreement and certain post-Closing station transfers (the “Post-Closing Transfers,” and together with the transactions contemplated by the Contribution Agreement, the “Restructuring”), including a petition for declaratory ruling under Section 310(b)(4) of the Communications Act and the FCC’s rules governing foreign ownership with respect to the Merger and the Restructuring (all such applications, the “FCC Applications” and approvals, the “FCC Consent”). The parties have submitted the FCC Applications.
For more information, please see the sections of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Regulatory Approvals Required for the Merger” and “Proposal 1: Adoption of the Merger Agreement—Restructuring and Contribution Agreement.”
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Closing Conditions
The obligations of the parties to consummate the Merger are subject to the satisfaction or waiver of customary conditions, including (among other conditions), the following:
the adoption of the Merger Agreement by the holders of at least a majority of the outstanding shares of TEGNA common stock entitled to vote thereon;
the absence of any injunction or order by a court of competent jurisdiction in the United States or law in the United States having been adopted prohibiting the consummation of the Merger;
the expiration or termination of the waiting periods applicable to the Merger and the transactions contemplated by the Contribution Agreement under the HSR Act;
the grant by the FCC of the FCC Consent;
the accuracy of the representations and warranties contained in the Merger Agreement (subject to certain materiality qualifiers);
in the case of Parent and Merger Sub, the absence, since September 30, 2021, of any effect, change, event, occurrence or development that has had or would reasonably be expected to have, individually or in the aggregate, a materially adverse effect (as defined in and subject to the limitations contained in the Merger Agreement) on the business, operations, financial condition or assets of TEGNA and its subsidiaries, taken as a whole, and that is continuing; and
the performance and compliance in all material respects by the parties of their respective covenants required by the Merger Agreement to be performed or complied with by such party prior to the Effective Time.
Financing of the Merger
The obligation of Parent and Merger Sub to consummate the Merger is not subject to any financing condition. We anticipate that the total amount of funds necessary to complete the Merger and the related transactions, and to pay the fees and expenses required to be paid at Closing by Parent and Merger Sub under the Merger Agreement, will be approximately $[  ] billion. This amount includes funds needed to: (1) pay TEGNA stockholders the amounts due under the Merger Agreement for their TEGNA common stock, (2) make payments in respect of our outstanding Company Restricted Stock Awards payable at Closing pursuant to the Merger Agreement, (3) make payments in respect of our outstanding Company PSU Awards payable at Closing pursuant to the Merger Agreement, (4) make payments in respect of our outstanding Company RSU Awards payable at Closing pursuant to the Merger Agreement, (5) make payments in respect of our outstanding Company Phantom Share Unit Awards payable at Closing pursuant to the Merger Agreement, (6) pay any debt required to be repaid, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Merger (including the Payoff Amount (as defined in the section of this proxy statement captioned “The Merger Agreement—Cooperation as to Certain Indebtedness”)) and (7) pay any fees and expenses of or payable by Parent or any of the other Parent Restructuring Entities to any of (i) Apollo Investment Fund IX, L.P., Apollo Overseas Partners IX, L.P., Apollo Overseas Partners (Delaware) IX, L.P., Apollo Overseas Partners (Delaware 892) IX, L.P. and Apollo Overseas Partners (Lux) IX, SCSp (collectively, the “Apollo Funds”), (ii) ASOF Holdings I, L.P., ASOF II Holdings I, L.P., ASOF II Holdings A (DE) Holdings I, L.P. and ASME Holdings I, L.P. (collectively, the “Ares Funds”) or (iii) SG Holders, or any of their respective affiliates, in each case required to be paid on the Closing Date by Parent or Merger Sub in connection with the transactions contemplated by the Merger Agreement (collectively, the “Required Amounts”).
The Apollo Funds and the Ares Funds (and any such other investor who becomes a party to the Preferred Securities Commitment Letter pursuant to an assignment from an Apollo Fund or an Ares Fund) have committed to contribute or cause to be contributed to Parent at Closing an aggregate amount in cash equal to $925 million, subject to the terms and conditions set forth in a preferred securities commitment letter, dated February 22, 2022 (the “Preferred Securities Commitment Letter,” the financing thereunder, the “Preferred Securities Financing” and the parties thereto, the “Preferred Securities Investors”). TEGNA is an express third-party beneficiary of the Preferred Securities Commitment Letter for the purpose of specifically enforcing (i) Parent’s right to cause the commitment under the Preferred Securities Commitment Letter by an Apollo Fund or an Ares Fund (or any such other investor who becomes a party thereto pursuant to an assignment from an Apollo Fund or an Ares Fund) to
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be funded to Parent in accordance with the Preferred Securities Commitment Letter, (ii) the obligations of Parent and the Apollo Funds and the Ares Funds (or any such other investor who becomes a party thereto pursuant to an assignment from an Apollo Fund or an Ares Fund), including to cause Parent to enforce its rights against such Apollo Fund or such Ares Fund (or any such other investor who becomes a party thereto pursuant to an assignment from an Apollo Fund or an Ares Fund) to perform its funding obligations under the Preferred Securities Commitment Letter and (iii) its rights to consent to certain matters as expressly provided for in the Preferred Securities Commitment Letter, in each case subject to (x) the limitations and conditions set forth in the Preferred Securities Commitment Letter and (y) the terms of the Merger Agreement.
Pursuant to the limited guarantee delivered by the SG Holders and CMG in favor of TEGNA, dated as of February 22, 2022 (the “Guarantee”), the SG Holders and CMG have agreed to guarantee the payment of certain liabilities and obligations of Parent or Merger Sub under the Merger Agreement, subject to an aggregate cap equal to $272 million, including any termination fee and amounts in respect of certain reimbursement and indemnification obligations of Parent and Merger Sub for certain costs, expenses or losses incurred or sustained by TEGNA, as specified in the Merger Agreement. Under certain circumstances set forth therein, the Apollo Funds have agreed to backstop the guarantee provided by CMG under the Guarantee. For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Financing of the Merger.”
In addition, in connection with the Merger Agreement, Midco entered into a debt commitment letter, dated February 22, 2022 (as amended, supplemented or otherwise modified, the “Debt Commitment Letter” and, together with the Preferred Securities Commitment Letter, the “Financing Letters”) with Royal Bank of Canada, RBC Capital Markets, Bank of America, N.A., BofA Securities, Inc., Goldman Sachs Bank USA, Truist Bank, Truist Securities, Inc., BNP Paribas, BNP Paribas Securities Corp., Credit Suisse AG, Credit Suisse Loan Funding LLC, Jefferies Finance LLC, Mizuho Bank, Ltd., The Toronto-Dominion Bank, New York Branch, TD Securities (USA) LLC, Barclays Bank PLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., MUFG Bank, Ltd., Citizens Bank, N.A., and Sumitomo Mitsui Banking Corporation, pursuant to which such debt financing sources have committed to provide, upon certain terms and subject to certain conditions, Midco (a direct, wholly-owned subsidiary of Parent) with Debt Financing (as defined in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Financing of the Merger”) in an aggregate principal amount of $8.211 billion. For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Financing of the Merger.”
Parent and Merger Sub shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain the financing described in the Financing Letters in an amount sufficient to fund the Required Amounts (giving effect, on the Closing Date, to the amount of cash (if any) of TEGNA and its subsidiaries available on the Closing Date (the “Available Cash”)) on the date upon which the Merger is required to be consummated pursuant to the terms of the Merger Agreement and on the terms and conditions (including, to the extent applicable, the “flex” provisions) described in the Financing Letters and any related fee letters (or on other terms that, with respect to conditionality, are not less favorable to Parent than the terms and conditions (including any “flex” provisions) set forth in the Financing Letters, subject to certain limitations set forth in the Merger Agreement).
TEGNA has agreed to use its reasonable best efforts to provide, and to cause its subsidiaries to use their reasonable best efforts to provide, all cooperation reasonably requested by Parent or Merger Sub necessary or customary for the arrangement of the Debt Financing, subject to the terms set forth in the Merger Agreement. For more information, please see the section of this proxy statement captioned “The Merger Agreement—Debt Financing.”
Required Stockholder Approval
The affirmative vote of the holders of a majority of the outstanding shares of TEGNA common stock is required to adopt the Merger Agreement (the “Merger Agreement Proposal”). As of [  ], 2022 (the “Record Date”), [  ] votes constitute a majority of the outstanding shares of TEGNA common stock. Approval of the proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to TEGNA’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”) and the proposal to adjourn
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the Special Meeting (the “Adjournment Proposal”), whether or not a quorum is present, require the affirmative vote of a majority of the shares of TEGNA common stock present in person or represented by proxy at the Special Meeting and entitled to vote on the subject matter. The approval of the Compensation Proposal is advisory (non-binding) and is not a condition to the completion of the Merger.
As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, [  ] shares of TEGNA common stock, representing approximately [  ]% of the shares of TEGNA common stock outstanding as of the Record Date.
We currently expect that our directors and executive officers will vote all of their respective shares of TEGNA common stock: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.
The Special Meeting
Date, Time and Location
A special meeting of TEGNA stockholders to consider and vote on the proposal to adopt the Merger Agreement will be held on [  ], 2022, at [  ] Eastern time (unless the Special Meeting is adjourned or postponed). Due to the potential public health impact of the coronavirus (COVID-19) and to support the well-being of our employees and stockholders, we will hold the Special Meeting online via a live webcast at www.virtualshareholdermeeting.com/TGNA2022SM. To participate in the Special Meeting, you must enter the 16-digit control number included in your proxy card or voting instruction form. Online access to the Special Meeting will open approximately 15 minutes prior to the start of the Special Meeting. If you encounter any difficulties accessing the virtual Special Meeting during the check-in or meeting time, please contact the technical support number that will be posted on the virtual Special Meeting log-in page. Technical support will be available starting 15 minutes prior to the Special Meeting. If you have questions about or your control number, please contact the bank, broker or other organization that holds your shares. You will not be able to attend the Special Meeting in person at a physical location. For purposes of attendance at the Special Meeting, all references in this proxy statement to “present” shall mean virtually present at the Special Meeting.
Record Date; Shares Entitled to Vote
You are entitled to vote at the Special Meeting if you owned shares of TEGNA common stock at the close of business on [  ], 2022, which is the Record Date. Each TEGNA stockholder shall be entitled to one (1) vote for each such share owned at the close of business on the Record Date.
Quorum
As of the Record Date, there were [  ] shares of TEGNA common stock outstanding and entitled to vote at the Special Meeting. The presence, in person or by proxy, of the holders of a majority of the shares of TEGNA common stock outstanding on the Record Date, will constitute a quorum at the Special Meeting.
Recommendation of the TEGNA Board of Directors
The Board of Directors has unanimously: (i) determined that the transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of TEGNA and its stockholders; (ii) approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger; (iii) resolved to recommend that the TEGNA stockholders adopt the Merger Agreement; and (iv) directed that the adoption of the Merger Agreement be submitted for consideration by the TEGNA stockholders at the Special Meeting.
The Board of Directors unanimously recommends that you vote: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.
Prior to the adoption of the Merger Agreement by TEGNA stockholders, under certain circumstances, the Board of Directors or any committee thereof may change, qualify, modify, withhold, rescind or withdraw the foregoing recommendation under certain circumstances in response to an Intervening Event or in connection with a Company Superior Proposal (each as defined in the section of this proxy statement captioned “The Merger Agreement—The Board of Directors’ Recommendation; Company Adverse Recommendation Change”).
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However, the Board of Directors cannot effect a Company Adverse Recommendation Change (as defined in the section of this proxy statement captioned “The Merger Agreement—The Board of Directors’ Recommendation; Company Adverse Recommendation Change”) unless it complies with certain procedures in the Merger Agreement, including, but not limited to, negotiating with Parent and its representatives in good faith over a four-business day period, after which the Board of Directors shall have determined, after consultation with its outside legal counsel, that the failure of the Board of Directors (or a committee thereof) to make a Company Adverse Recommendation Change would reasonably be expected to be inconsistent with the Board of Directors’ fiduciary duties under applicable law. The termination of the Merger Agreement by Parent in the event of a Company Adverse Recommendation Change, or by TEGNA following the Board of Directors’ authorization for TEGNA to enter into a definitive agreement to consummate an alternative transaction contemplated by a Company Superior Proposal will result in the payment by TEGNA of a termination fee of $163 million. For more information, please see the section of this proxy statement captioned “The Merger Agreement—The Board of Directors’ Recommendation; Company Adverse Recommendation Change.”
Opinion of J.P. Morgan Securities LLC
In connection with the approval of the Merger Agreement by the Board of Directors, J.P. Morgan Securities LLC (“J.P. Morgan”), TEGNA’s financial advisor, delivered to the Board of Directors a written opinion, dated February 22, 2022, as to the fairness, from a financial point of view and as of the date of the opinion, to the TEGNA stockholders (other than holders of Excluded Shares) of the $24.00 in cash per share of TEGNA common stock to be received by such holders in the Merger. The full text of the written opinion, dated February 22, 2022, of J.P. Morgan, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex B to this proxy statement and is incorporated by reference herein in its entirety. J.P. Morgan provided its opinion to the Board of Directors (in its capacity as such) for the benefit and use of the Board of Directors in connection with and for purposes of its evaluation of the $24.00 in cash per share of TEGNA common stock from a financial point of view. J.P. Morgan’s opinion does not address any other aspect of the Merger, and no opinion or view was expressed as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to TEGNA or in which TEGNA might engage or as to the underlying business decision of TEGNA to proceed with or effect the Merger. J.P. Morgan’s opinion does not constitute a recommendation to any TEGNA stockholder as to how to vote or act in connection with the proposed Merger or any other matter.
For more information, see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Opinion of J.P Morgan Securities LLC.”
Opinion of Greenhill & Co., LLC
In connection with the approval of the Merger Agreement by the Board of Directors, Greenhill & Co., LLC (“Greenhill”), TEGNA’s financial advisor, delivered to the Board of Directors a written opinion, dated February 22, 2022, as to the fairness, from a financial point of view and as of the date of the opinion, to the TEGNA stockholders (other than holders of Excluded Shares) of the $24.00 in cash per share of TEGNA common stock to be received by such holders in the Merger. The full text of the written opinion, dated February 22, 2022, of Greenhill, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex C to this proxy statement and is incorporated by reference herein in its entirety. Greenhill provided its opinion to the Board of Directors (in its capacity as such) for the benefit and use of the Board of Directors in connection with and for purposes of its evaluation of the $24.00 in cash per share of TEGNA common stock from a financial point of view. Greenhill’s opinion does not address any other aspect of the Merger, and no opinion or view was expressed as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to TEGNA or in which TEGNA might engage or as to the underlying business decision of TEGNA to proceed with or effect the Merger. Greenhill’s opinion does not constitute a recommendation to any TEGNA stockholder as to how to vote or act in connection with the proposed Merger or any other matter.
For more information, see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Opinion of Greenhill & Co., LLC.”
Interests of TEGNA’s Executive Officers and Directors in the Merger
When considering the foregoing recommendation of the Board of Directors that you vote to approve the proposal to adopt the Merger Agreement, TEGNA stockholders should be aware that TEGNA’s executive officers
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and directors may have interests in the Merger that are different from, or in addition to, TEGNA stockholders more generally. In (1) evaluating and negotiating the Merger Agreement, (2) approving the Merger Agreement and the Merger, and (3) recommending that the Merger Agreement be adopted by stockholders, the Board of Directors was aware of and considered these interests, among other matters, to the extent that these interests existed at the time. These interests include:
accelerated vesting and settlement of TEGNA equity awards;
a prorated annual bonus in respect of the year in which the Closing or termination occurs;
potential severance benefits in the event of a qualifying termination of employment in connection with the Merger; and
continued indemnification and directors’ and officers’ liability insurance to be provided by the Surviving Corporation.
If the proposal to adopt the Merger Agreement is approved, the shares of TEGNA common stock held by TEGNA executive officers and directors will be treated in the same manner as outstanding shares of TEGNA common stock held by all other stockholders. For more information, see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Interests of TEGNA’s Executive Officers and Directors of in the Merger.”
Restrictions on Solicitation of Alternative Proposals
Under the Merger Agreement, TEGNA may not: (i) solicit, initiate, or knowingly encourage or facilitate any proposal or offer or any inquiries regarding the making of any proposal or offer, including any proposal or offer to its stockholders, that constitutes, or would reasonably be expected to lead to, a Company Takeover Proposal; (ii) engage in, continue or otherwise participate in any discussions or negotiations with, or provide any non-public information to, any person for the purpose of encouraging or facilitating any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to, a Company Takeover Proposal; (iii) enter into, or publicly propose to enter into, any letter of intent, memorandum of understanding, agreement, commitment or agreement in principle with respect to a Company Takeover Proposal; or (iv) authorize, commit or resolve to do any of the foregoing.
Notwithstanding the foregoing restrictions, under certain specified circumstances, until the adoption of the Merger Agreement by TEGNA’s stockholders, TEGNA may, among other things, provide information to, and engage or participate in discussions or negotiations with, a person in respect of a bona fide written Company Takeover Proposal if, subject to complying with certain procedures, the Board of Directors determines in good faith (after consultation with its independent financial advisors and its outside legal counsel) that such Company Takeover Proposal either constitutes a Company Superior Proposal or could reasonably be expected to lead to a Company Superior Proposal. For more information, please see the section of this proxy statement captioned “The Merger Agreement—Restrictions on Solicitation of Alternative Proposals.”
Prior to the adoption of the Merger Agreement by TEGNA’s stockholders, TEGNA is entitled to terminate the Merger Agreement for the purpose of entering into an agreement in respect of a Company Superior Proposal if it complies with certain procedures in the Merger Agreement, including, but not limited to, giving Parent at least four business days prior written notice of its intention to take such action and at the end of such four-business day period, considering any revisions to the Merger Agreement, so that such Company Superior Proposal no longer constitutes a “Company Superior Proposal” relative to the transactions contemplated by the Merger Agreement, as amended pursuant to any such revisions.
The termination of the Merger Agreement by TEGNA in connection with the Board of Directors’ authorization for TEGNA to enter into a definitive agreement to consummate an alternative transaction contemplated by a Company Superior Proposal will result in the payment by TEGNA of a termination fee of $163 million. For more information, please see the section of this proxy statement captioned “The Merger Agreement—The Board of Directors’ Recommendation; Company Adverse Recommendation Change.”
Termination of the Merger Agreement
In addition to the circumstances described above, Parent and TEGNA have certain rights to terminate the Merger Agreement under customary circumstances, including by mutual agreement, the imposition of laws or non-appealable court orders that make the Merger illegal or otherwise prohibit the Merger, an uncured breach of
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the Merger Agreement by the other party, if the Merger has not been consummated by 5:00 p.m. Eastern time on November 22, 2022 (the “Outside Date”) (subject to certain extensions (as further described in the section of this proxy statement captioned “The Merger Agreement—Termination of the Merger Agreement”)), or if TEGNA stockholders fail to adopt the Merger Agreement at the Special Meeting (or any adjournment or postponement thereof). Under some circumstances, (i) TEGNA is required to pay Parent a termination fee equal to $163 million; and (ii) Parent is required to pay TEGNA a termination fee equal to either $136 million or $272 million. Please see the section of this proxy statement captioned “The Merger Agreement—Termination Fees” for more information.
Effect on TEGNA If the Merger Is Not Completed
If the Merger Agreement is not adopted by TEGNA stockholders, or if the Merger is not completed for any other reason:
i.
the TEGNA stockholders will not be entitled to, nor will they receive, any payment for their respective shares of TEGNA common stock pursuant to the Merger Agreement;
ii.
(a) TEGNA will remain an independent public company; (b) TEGNA common stock will continue to be listed and traded on the NYSE and registered under the Exchange Act; and (c) TEGNA will continue to file periodic reports with the SEC; and
iii.
under certain specified circumstances, TEGNA will be required to pay Parent a termination fee of $163 million. For more information, please see the section of this proxy statement captioned “The Merger Agreement—Termination Fees.”
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QUESTIONS AND ANSWERS
The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. You should carefully read and consider the more detailed information contained elsewhere in this proxy statement and the annexes to this proxy statement, including, but not limited to, the Merger Agreement, along with all of the documents we refer to in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section of this proxy statement captioned “Where You Can Find More Information.”
Q:
Why am I receiving these materials?
A:
The Board of Directors is furnishing this proxy statement and form of proxy card to the TEGNA stockholders in connection with the solicitation of proxies to be voted at the Special Meeting.
Q:
When and where is the Special Meeting?
A:
The Special Meeting is scheduled to be held on [  ], 2022, at [  ] Eastern time at www.virtualshareholdermeeting.com/TGNA2022SM (unless the Special Meeting is adjourned or postponed). You will not be able to attend the Special Meeting in person at a physical location.
Q:
What am I being asked to vote on at the Special Meeting?
A:
You are being asked to vote on the following proposals:
to adopt the Merger Agreement Proposal;
to approve, on an advisory (non-binding) basis, the Compensation Proposal; and
to approve the Adjournment Proposal.
Q:
Who is entitled to vote at the Special Meeting?
A:
TEGNA stockholders as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. Each holder of TEGNA common stock shall be entitled to cast one (1) vote on each matter properly brought before the Special Meeting for each such share owned at the close of business on the Record Date.
Q:
May I attend and vote at the Special Meeting?
A:
Yes. If you are a TEGNA stockholder of record, you may attend the Special Meeting on [  ], 2022, at [  ] Eastern time (unless the Special Meeting is adjourned or postponed). Due to the potential public health impact of the coronavirus (COVID-19) and to support the well-being of our employees and stockholders, we will hold the Special Meeting online via a live webcast at www.virtualshareholdermeeting.com/TGNA2022SM. To participate in the Special Meeting, you must enter the 16-digit control number included in your proxy card or voting instruction form. Online access to the Special Meeting will open approximately 15 minutes prior to the start of the Special Meeting. If you encounter any difficulties accessing the virtual Special Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual Special Meeting log-in page. Technical support will be available starting 15 minutes prior to the Special Meeting. If you have questions about your control number, please contact the bank, broker or other organization that holds your shares. You will not be able to attend the Special Meeting in person at a physical location.
Even if you plan to attend the virtual Special Meeting, to ensure that your shares will be represented at the Special Meeting, we encourage you to sign, date and return the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (in accordance with the instructions detailed in the section of this proxy statement captioned “The Special Meeting—Voting at the Special Meeting”). If you attend the Special Meeting and vote thereat, your vote will revoke any proxy previously submitted.
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If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions. If you hold your shares in “street name,” and did not obtain a control number, you must contact your bank, broker or other nominee to obtain a control number to vote your shares at the Special Meeting.
Q:
What will I receive if the Merger is completed?
A:
Upon completion of the Merger, you will be entitled to receive the Per Share Merger Consideration, consisting of (i) the Base Per Share Merger Consideration of $24.00 in cash plus (ii) any applicable Per Share Ticking Fee in cash, in each case less any applicable withholding taxes, for each share of TEGNA common stock that you own immediately prior to the Effective Time, unless you have properly exercised and not withdrawn your appraisal rights under the DGCL. For example, if you own 100 shares of TEGNA common stock, you will receive approximately (i) $2,400.00 in cash in exchange for your shares of TEGNA common stock if the Closing occurs on or before November 22, 2022; (ii) between $2,400.17 and $2,415.17 in cash in exchange for your shares of TEGNA common stock if the Closing occurs after November 22, 2022, and before February 22, 2023; (iii) between $2,415.33 and $2,422.08 in cash in exchange for your shares of TEGNA common stock if the Closing occurs on or after February 22, 2023, and before March 22, 2023; (iv) between $2,422.33 and $2,432.33 in cash in exchange for your shares of TEGNA common stock if the Closing occurs on or after March 22, 2023 and before April 22, 2023; or (v) between $2,432.67 and $2,444.75 in cash in exchange for your shares of TEGNA common stock if the Closing occurs on or after April 22, 2023, and before May 22, 2023, in each case less any applicable withholding taxes.
Q:
What are the material U.S. federal income tax consequences of the Merger?
A:
The exchange of TEGNA common stock for cash pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. Accordingly, a U.S. Holder (as defined in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Material U.S. Federal Income Tax Consequences of the Merger”) who exchanges shares of TEGNA common stock for cash in the Merger generally will recognize gain or loss in an amount equal to the difference, if any, between the amount of cash that such U.S. Holder receives in the Merger and such U.S. Holder’s adjusted tax basis in the shares of TEGNA common stock surrendered pursuant to the Merger by such stockholder.
This proxy statement contains a general discussion of certain U.S. federal income tax consequences of the Merger. This description does not address any non-U.S. tax consequences, nor does it address state, local or other tax consequences or the consequences to holders who are subject to special treatment under U.S. federal tax law. Consequently, you should consult your tax advisor to determine the particular tax consequences to you of the merger.
Q:
What vote is required to approve the Merger Agreement Proposal, the Compensation Proposal and the Adjournment Proposal?
A:
The affirmative vote of the holders of a majority of the outstanding shares of TEGNA common stock is required to adopt the Merger Agreement. The affirmative vote of the holders of a majority of the shares present or represented by proxy at the Special Meeting and entitled to vote on the subject matter is required for approval of each of the Compensation Proposal and the Adjournment Proposal.
If a quorum is present at the Special Meeting, the failure of any stockholder of record to: (i) submit a signed proxy card; (ii) grant a proxy over the Internet or by telephone (in accordance with the instructions detailed in the section of this proxy statement captioned “The Special Meeting—Voting at the Special Meeting”); or (iii) vote virtually at the Special Meeting will have the same effect as a vote “AGAINST” the Merger Agreement Proposal but, assuming a quorum is present, will have no effect on the Compensation Proposal or the Adjournment Proposal. If you hold your shares in “street name” and a quorum is present at the Special Meeting, the failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote “AGAINST” the Merger Agreement Proposal but will have no effect on the Compensation Proposal or the Adjournment Proposal. If a quorum is present at the Special Meeting, abstentions will have the same effect as a vote “AGAINST” the Merger Agreement Proposal, the
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Compensation Proposal and the Adjournment Proposal. Each “broker non-vote” will also count as a vote “AGAINST” the Merger Agreement Proposal but, assuming a quorum is present, will have no effect on the Compensation Proposal or the Adjournment Proposal. If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.
Q:
What happens if the Merger is not completed?
A:
If the Merger Agreement is not adopted by stockholders or if the Merger is not completed for any other reason, stockholders will not receive any payment for their shares of TEGNA common stock. Instead, TEGNA will remain an independent public company, TEGNA common stock will continue to be listed and traded on the NYSE and registered under the Exchange Act, and we will continue to file periodic reports with the SEC.
Under specified circumstances, TEGNA will be required to pay Parent a termination fee of $163 million, upon the termination of the Merger Agreement, as described in the section of this proxy statement captioned “The Merger Agreement—Termination Fees.”
Q:
Why are the stockholders being asked to cast an advisory (non-binding) vote to approve the Compensation Proposal?
A:
The Exchange Act and applicable SEC rules thereunder require TEGNA to seek an advisory (non-binding) vote with respect to certain payments that could become payable to its named executive officers in connection with the Merger.
Q:
What will happen if the stockholders do not approve the Compensation Proposal at the Special Meeting?
A:
Approval of the Compensation Proposal is not a condition to the completion of the Merger. The vote with respect to the Compensation Proposal is an advisory vote and will not be binding on TEGNA. Therefore, if the approval of the Merger Agreement Proposal is obtained and the Merger is completed, the amounts payable under the Compensation Proposal will continue to be payable to TEGNA’s named executive officers in accordance with the terms and conditions of the applicable agreements.
Q:
What do I need to do now?
A:
You should carefully read and consider this entire proxy statement and the annexes to this proxy statement, including, but not limited to, the Merger Agreement, along with all of the documents that we refer to in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. Then sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying reply envelope, or grant your proxy electronically over the Internet or by telephone (in accordance with the instructions detailed in the section of this proxy statement captioned “The Special Meeting—Voting at the Special Meeting”), so that your shares can be voted at the Special Meeting, unless you wish to seek appraisal. If you hold your shares in “street name,” please refer to the voting instruction form provided by your bank, broker or other nominee to vote your shares.
Q:
Should I surrender my certificates or book-entry shares now?
A:
No. After the Merger is completed, the payment agent will send each holder of record a letter of transmittal and written instructions that explain how to exchange shares of TEGNA common stock represented by such holder’s certificates or book-entry shares for Per Share Merger Consideration.
Q:
What happens if I sell or otherwise transfer my shares of TEGNA common stock after the Record Date but before the Special Meeting?
A:
The Record Date for the Special Meeting is earlier than the date of the Special Meeting and the date the Merger is expected to be completed. If you sell or transfer your shares of TEGNA common stock after the Record Date but before the Special Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your shares and each of you
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notifies TEGNA in writing of such special arrangements, you will transfer the right to receive the Per Share Merger Consideration, if the Merger is completed, to the person to whom you sell or transfer your shares, but you will retain your right to vote those shares at the Special Meeting. Even if you sell or otherwise transfer your shares of TEGNA common stock after the Record Date, we encourage you to sign, date and return the enclosed proxy card in the accompanying reply envelope or grant your proxy electronically over the Internet or by telephone (in accordance with the instructions detailed in the section of this proxy statement captioned “The Special Meeting—Voting at the Special Meeting”).
Q:
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
A:
If your shares are registered directly in your name with our transfer agent, Computershare, you are considered, with respect to those shares, to be the “stockholder of record.” In this case, this proxy statement and your proxy card have been sent directly to you by TEGNA.
If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of TEGNA common stock held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. You are also invited to attend the virtual Special Meeting. If you did not obtain a control number you must contact your bank, broker or other nominee to obtain a control number to vote your shares at the Special Meeting.
Q:
How may I vote?
A:
If you are a stockholder of record (that is, if your shares of TEGNA common stock are registered in your name with Computershare, our transfer agent), there are four (4) ways to vote:
Internet: Vote at www.proxyvote.com in advance of the Special Meeting. The Internet voting system is available 24 hours a day until 11:59 p.m. Eastern time on [  ], 2022. Once you enter the internet voting system, you can record and confirm (or change) your voting instructions. If you have any questions about www.proxyvote.com, please contact the bank, broker, or other organization that holds your shares.
Telephone: Use the telephone number shown on your proxy card. The telephone voting system is available 24 hours a day in the United States until 11:59 p.m. Eastern time on [  ], 2022. Once you enter the telephone voting system, a series of prompts will tell you how to record and confirm (or change) your voting instructions.
Mail: If you received a proxy card, mark your voting instructions on the card and sign, date and return it in the postage-paid envelope provided. For your mailed proxy card to be counted, we must receive it before 9:30 a.m. Eastern time on [  ], 2022.
At the Special Meeting: To vote during the Special Meeting, visit www.virtualshareholdermeeting.com/TGNA2022SM and enter the 16-digit control number included in your proxy card. Online access to the Special Meeting will open approximately 15 minutes prior to the start of the Special Meeting. If you encounter any difficulties accessing the virtual Special Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual Special Meeting log-in page. Technical support will be available starting 15 minutes prior to the Special Meeting. If you have questions about your control number, please contact the bank, broker or other organization that holds your shares.
If your shares of TEGNA common stock are held “in street name” by a bank, broker or other nominee, the holder of your shares will provide you with a copy of this proxy statement, a voting instruction form and directions on how to provide voting instructions. These directions may allow you to vote over the internet or by telephone.
Whether or not you plan to attend the virtual Special Meeting, we urge you to vote in advance by proxy to ensure your vote is counted. We encourage you to submit your proxy over the Internet or by telephone, both of which are convenient, cost-effective and reliable alternatives to returning a proxy card by mail. You may still attend the Special Meeting and vote thereat, if you have already voted by proxy.
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Please be aware that, although there is no charge for voting your shares, if you vote electronically over the Internet by visiting the address on your proxy card or by telephone by calling the phone number on your proxy card, in each case, you may incur costs such as Internet access and telephone charges for which you will be responsible.
If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting instruction form provided by your bank, broker or other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically over the Internet or by telephone.
Q:
If my broker holds my shares in “street name,” will my broker vote my shares for me?
A:
No. Your bank, broker or other nominee is permitted to vote your shares on any proposal currently scheduled to be considered at the Special Meeting only if you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee to vote your shares. Without instructions, your shares will not be voted on such proposals, which will have the same effect as if you voted against the Merger Agreement Proposal but, assuming a quorum is present, will have no effect on the Compensation Proposal or the Adjournment Proposal.
Q:
May I change my vote after I have mailed my signed and dated proxy card?
A:
Yes. You can change or revoke your proxy at any time before the final vote at the Special Meeting. If you are the record holder of your shares, you may change or revoke your proxy in any one of three ways:
You may submit another properly completed proxy bearing a later date, whether over the Internet, by telephone or by mail, at any time before your proxy is exercised at the Special Meeting;
You may send a written notice that you are revoking your proxy to TEGNA’s Secretary at 8350 Broad Street, Suite 2000, Tysons, Virginia 22102, provided such written notice is received before your proxy is exercised at the Special Meeting; or
You may attend the Special Meeting and vote thereat. Simply attending the virtual Special Meeting, will not, by itself, revoke your proxy.
If you hold your shares of TEGNA common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote at the Special Meeting by entering the 16-digit control number included in your proxy card. If you have questions about your control number, please contact the bank, broker or other organization that holds your shares. If you did not obtain a control number, you must contact your bank, broker or other nominee to obtain a control number to vote your shares at the Special Meeting.
If you have any questions about how to vote or change your vote, you should contact our proxy solicitor:
INNISFREE M&A INCORPORATED

501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders May Call:
(877) 750-8226 (TOLL-FREE from the U.S. and Canada) or
+1 (412) 232-3651 (from other locations)
Q:
What is a proxy?
A:
A proxy is your legal designation of another person to vote your shares of TEGNA common stock. The written document describing the matters to be considered and voted on at the Special Meeting is called a
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“proxy statement.” The document used to designate a proxy to vote your shares of TEGNA common stock is called a “proxy card.” David T. Lougee, our Chief Executive Officer, and Akin S. Harrison, our Senior Vice President and General Counsel, are the proxy holders for the Special Meeting, with full power of substitution and re-substitution.
Q:
If a stockholder gives a proxy, how are the shares voted?
A:
Regardless of the method you choose to vote, the individuals named on the enclosed proxy card, or your proxies, will vote your shares in the way that you indicate. When completing the Internet or telephone process or the proxy card, you may specify whether your shares should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the Special Meeting.
If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.
Q:
What should I do if I receive more than one (1) set of voting materials?
A:
This means you own shares of TEGNA common stock that are registered under different names or are in more than one account. For example, you may own some shares directly as a stockholder of record and other shares through a broker or you may own shares through more than one broker. In these situations, you will receive multiple sets of proxy materials. You must vote, sign and return all of the proxy cards or follow the instructions for any alternative voting procedure on each of the proxy cards that you receive in order to vote all of the shares you own. Each proxy card you receive comes with its own prepaid return envelope. If you submit your proxy by mail, make sure you return each proxy card in the return envelope that accompanies that proxy card.
Q:
Where can I find the voting results of the Special Meeting?
A:
TEGNA intends to publish final voting results in a Current Report on Form 8-K to be filed with the SEC following the Special Meeting. All reports that TEGNA files with the SEC are publicly available when filed. For more information, please see the section of this proxy statement captioned “Where You Can Find More Information.”
Q:
When do you expect the Merger to be completed?
A:
We currently expect to complete the Merger in the second half of 2022. However, the exact timing of completion of the Merger cannot be predicted because the Merger is subject to the closing conditions specified in the Merger Agreement and summarized in this proxy statement, many of which are outside of our control.
Q:
How can I obtain additional information about TEGNA?
A:
TEGNA will provide copies of this proxy statement, documents incorporated by reference and its 2021 Annual Report to Stockholders, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2021, without charge to any stockholder who makes a written request to our Secretary at 8350 Broad Street, Suite 2000, Tysons, Virginia 22102. TEGNA’s Annual Report on Form 10-K and other SEC filings may also be accessed at www.sec.gov or on TEGNA’s Investor website at https://investors.tegna.com/. TEGNA’s website address is provided as an inactive textual reference only. The information provided on or accessible through our website is not part of this proxy statement and is not incorporated in this proxy statement by this or any other reference to our website provided in this proxy statement.
Q:
How many copies of this proxy statement and related voting materials should I receive if I share an address with another stockholder?
A:
The SEC’s proxy rules permit companies and intermediaries, such as brokers, to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies.
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TEGNA and some brokers may be householding our proxy materials by delivering a single set of proxy materials to multiple stockholders who request a copy and share an address, unless contrary instructions have been received from the affected stockholders. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker if your shares are held in a brokerage account or TEGNA if you are a stockholder of record by sending a written request to our Secretary at 8350 Broad Street, Suite 2000, Tysons, Virginia 22102. In addition, TEGNA will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the proxy statement.
Q:
Who can help answer my questions?
A:
If you have any questions concerning the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of TEGNA common stock, please contact our proxy solicitor:
INNISFREE M&A INCORPORATED

501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders May Call:
(877) 750-8226 (TOLL-FREE from the U.S. and Canada) or
+1 (412) 232-3651 (from other locations)
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FORWARD-LOOKING STATEMENTS
This proxy statement, and any document to which TEGNA refers in this proxy statement, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, which are intended to be covered by the safe harbor created by such sections and other applicable laws. Such forward-looking statements include statements relating to TEGNA’s strategy, goals, future focus areas and the value of the proposed transaction to TEGNA stockholders. These forward-looking statements are based on TEGNA management’s beliefs and assumptions and on information available to management at the time the forward-looking statements were prepared or made, as applicable. Forward-looking statements include all statements that are not historical facts and may be identified by terms such as “expects,” “believes,” “plans,” “estimates,” “should,” “could,” “outlook,” and “anticipates” or similar expressions and the negatives of those terms. These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements, expressed or implied by the forward-looking statements, including the uncertainty associated with the potential impacts of the COVID-19 pandemic on TEGNA’s business, financial condition, and results of operations. Additional factors that could cause or contribute to such differences include, but are not limited to, the following:
the timing, receipt and terms and conditions of any required governmental or regulatory approvals of the Merger and the related transactions involving the parties that could cause the parties to terminate the Merger Agreement;
risks related to the satisfaction of the conditions to closing the Merger (including the failure to obtain necessary regulatory approvals (including the FCC Consent) or the approval of the Company’s stockholders), and the related transactions involving the parties, in the anticipated timeframe or at all;
the risk that any announcements relating to the Merger could have adverse effects on the market price of TEGNA common stock;
disruption from the Merger making it more difficult to maintain business and operational relationships, including retaining and hiring key personnel and maintaining relationships with TEGNA’s customers, distributors, vendors and others with whom it does business;
the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or the transactions involving the parties;
risks related to disruption of management’s attention from TEGNA’s ongoing business operations due to the Merger;
significant transaction costs related to the Merger;
the risk of litigation and/or regulatory actions related to the Merger or unfavorable results from currently pending litigation and proceedings or litigation and proceedings that could arise in the future;
other business effects, including the effects of industry, market, economic, political or regulatory conditions;
information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity, malware or ransomware attacks;
potential regulatory actions, changes in consumer behaviors and impacts on and modifications to TEGNA’s operations and business relating thereto;
changes resulting from the COVID-19 pandemic, including its effect on our revenues, particularly our non-advertising revenues, which could exacerbate any of the risks described above; and
such other risks and uncertainties described more fully in documents filed with or furnished to the SEC by TEGNA, including its Annual Report on Form 10-K previously filed with the SEC on March 1, 2022.
All information provided in this proxy statement is as of the date hereof and TEGNA undertakes no duty to update this information except as required by applicable law.
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THE SPECIAL MEETING
The enclosed proxy is solicited on behalf of the Board of Directors for use at the Special Meeting.
Date, Time and Place
The Special Meeting will be on [  ], 2022, at [  ] Eastern time (unless the Special Meeting is adjourned or postponed). Due to the potential public health impact of the coronavirus (COVID-19) and to support the well-being of our employees and stockholders, we will hold the Special Meeting virtually via a live webcast at www.virtualshareholdermeeting.com/TGNA2022SM. To participate in the Special Meeting, you must enter the 16-digit control number included in your proxy card or voting instruction form. Online access to the Special Meeting will open approximately 15 minutes prior to the start of the Special Meeting. If you encounter any difficulties accessing the virtual Special Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual Special Meeting log-in page. Technical support will be available starting 15 minutes prior to the Special Meeting. If you have questions about your control number, please contact the bank, broker or other organization that holds your shares. You will not be able to attend the Special Meeting in person at a physical location.
Purpose of the Special Meeting
At the Special Meeting, we will ask stockholders to vote on proposals to: (i) adopt the Merger Agreement Proposal; (ii) approve, on an advisory (non-binding) basis, the Compensation Proposal; and (iii) approve the Adjournment Proposal.
Record Date; Shares Entitled to Vote; Quorum
Only stockholders of record as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. A list of stockholders entitled to vote at the Special Meeting will be available at our principal executive offices located at 8350 Broad Street, Suite 2000, Tysons, Virginia 22102, during regular business hours for a period of no less than 10 days before the Special Meeting, as well as on the Special Meeting website. The list will also be available electronically during the Special Meeting at www.virtualshareholdermeeting.com/TGNA2022SM when you enter your 16-digit control number. As of the Record Date, there were [  ] shares of TEGNA common stock outstanding and entitled to vote at the Special Meeting.
The presence, in person or by proxy, of the holders of a majority of the shares of TEGNA common stock outstanding on the Record Date will constitute a quorum at the Special Meeting. In the event that a quorum is not present at the Special Meeting, it is expected that the Special Meeting will be adjourned to solicit additional proxies.
Vote Required; Abstentions and Broker Non-Votes
The affirmative vote of the holders of a majority of the outstanding shares of TEGNA common stock is required to approve the Merger Agreement Proposal. As of the Record Date, [  ] votes constitute a majority of the outstanding shares of TEGNA common stock. Adoption of the Merger Agreement by stockholders is a condition to Closing.
The affirmative vote of the holders of a majority of the shares present or represented by proxy at the Special Meeting and entitled to vote on the subject matter is required to approve the Compensation Proposal.
The affirmative vote of the holders of a majority of the shares present or represented by proxy at the Special Meeting and entitled to vote on the subject matter is required to approve the Adjournment Proposal.
For stockholders who attend the Special Meeting or are represented by proxy and abstain from voting, the abstention will have the same effect as if the stockholder voted “AGAINST” the Merger Agreement Proposal, “AGAINST” the Compensation Proposal and “AGAINST” the Adjournment Proposal.
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Each “broker non-vote” will also count as a vote “AGAINST” the Merger Agreement Proposal but, assuming a quorum is present, will have no effect on the Compensation Proposal or the Adjournment Proposal. A so-called “broker non-vote” results when banks, brokers and other nominees return a valid proxy voting upon a matter or matters for which the applicable rules provide discretionary authority but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such shares. TEGNA does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered routine, whereas each of the proposals to be presented at the Special Meeting is considered non-routine. As a result, no broker will be permitted to vote your shares of TEGNA common stock at the Special Meeting without receiving instructions. Failure to instruct your broker on how to vote your shares will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.
Stock Ownership and Interests of Certain Persons
Shares Held by TEGNA’s Directors and Executive Officers
As of the Record Date, our executive officers and directors beneficially owned and were entitled to vote, in the aggregate, [  ] shares of TEGNA common stock, representing approximately [ ]% of the shares of TEGNA common stock outstanding on the Record Date.
We currently expect that our executive officers and directors will vote all of their respective shares of TEGNA common stock (1) “FOR” the Merger Agreement Proposal, (2) “FOR” the Compensation Proposal, and (3) “FOR” the Adjournment Proposal.
Voting at the Special Meeting
The virtual Special Meeting will be held on [  ], 2022, at [  ] Eastern time at www.virtualshareholdermeeting.com/TGNA2022SM (unless the Special Meeting is adjourned or postponed). To vote during the Special Meeting, you must enter the 16-digit control number included in your proxy card or voting instruction form. Online access to the Special Meeting will open approximately 15 minutes prior to the start of the Special Meeting. If you encounter any difficulties accessing the virtual Special Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual Special Meeting log-in page. Technical support will be available starting 15 minutes prior to the Special Meeting. If you have questions about your control number, please contact the bank, broker or other organization that holds your shares. Please note that if your shares of TEGNA common stock are held by a broker, bank or other nominee, and you wish to vote at the Special Meeting and did not obtain a control number, you must contact your bank, broker or other nominee to obtain a control number to vote your shares by ballot at the Special Meeting.
You may also authorize the persons named as proxies on the proxy card to vote your shares by returning the proxy card in advance by mail, through the Internet, or by telephone. Although TEGNA offers four different voting methods, TEGNA encourages you to vote over the Internet or by phone as TEGNA believes they are the most cost-effective methods. We also recommend that you vote as soon as possible, even if you are planning to attend the Special Meeting, so that the vote count will not be delayed. Both the Internet and the telephone provide convenient, cost-effective and reliable alternatives to returning your proxy card by mail. If you choose to vote your shares over the Internet or by telephone, there is no need for you to mail back your proxy card.
To Vote Over the Internet:
Vote at www.proxyvote.com in advance of the Special Meeting. The internet voting system is available 24 hours a day until 11:59 p.m. Eastern time on [  ], 2022. Once you enter the internet voting system, you can record and confirm (or change) your voting instructions. If you have any questions about www.proxyvote.com, please contact the bank, broker, or other organization that holds your shares.
To Vote by Telephone:
Use the telephone number shown on your proxy card. The telephone voting system is available 24 hours a day in the United States until 11:59 p.m. Eastern time on [  ], 2022. Once you enter the telephone voting system, a series of prompts will tell you how to record and confirm (or change) your voting instructions.
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To Vote by Proxy Card:
If you received a proxy card, mark your voting instructions on the card and sign, date and return it in the postage-paid envelope provided. For your mailed proxy card to be counted, we must receive it before 9:30 a.m. Eastern time on [  ], 2022.
All shares represented by properly signed and dated proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholder. Properly signed and dated proxies that do not contain voting instructions will be voted: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.
If you sign and return your signed proxy card without indicating how you want your shares of TEGNA common stock to be voted with regard to a particular proposal, or if you indicate that you wish to vote in favor of the Merger Agreement Proposal but do not indicate a choice on the Adjournment Proposal or the Compensation Proposal on an non-binding advisory basis, your shares of TEGNA common stock will be voted “FOR” each such proposal. Proxy cards that are returned without a signature will not be counted as present at the Special Meeting and cannot be voted.
If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee or attending the Special Meeting and voting using your control number, or, if you did not obtain a control number, contacting your bank, broker or other nominee to obtain a control number so that you may vote. If such a service is provided, you may vote over the Internet or telephone through your bank, broker or other nominee by following the instructions on the voting form provided by your bank, broker or other nominee. If you do not return your bank’s, broker’s or other nominee’s voting form, do not vote via the Internet or telephone through your bank, broker or other nominee, if possible, or do not attend the Special Meeting and vote thereat, it will have the same effect as if you voted “AGAINST” the Merger Agreement Proposal but, assuming a quorum is present, will not have any effect on the Compensation Proposal or the Adjournment Proposal.
Revocability of Proxies
Any proxy given by a TEGNA stockholder may be revoked at any time before it is voted at the Special Meeting by doing any of the following:
if a proxy was submitted by telephone or through the Internet, by submitting another proxy by telephone or through the Internet, in accordance with the instructions detailed in the section of this proxy statement captioned “—Voting at the Special Meeting” at any time before your proxy is exercised at the Special Meeting;
by submitting a later-dated proxy card relating to the same shares of TEGNA common stock;
by delivering a signed written notice of revocation bearing a date later than the date of the proxy to TEGNA’s Secretary at 8350 Broad Street, Suite 2000, Tysons, Virginia 22102, stating that the proxy is revoked, provided such written notice is received before your proxy is exercised at the Special Meeting; or
by attending the virtual Special Meeting and voting thereat (your attendance at the virtual Special Meeting will not, by itself, revoke your proxy).
If you hold your shares of TEGNA common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote at the virtual Special Meeting with your control number, or, if you did not obtain a control number, by contacting your bank, broker or other nominee to obtain a control number.
Any adjournment, postponement or other delay of the Special Meeting, including for the purpose of soliciting additional proxies, will allow stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned, postponed or delayed.
Board of Directors’ Recommendation
The Board of Directors has unanimously: (i) determined that the transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of TEGNA and its stockholders; (ii) approved the
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execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger; (iii) resolved to recommend that the TEGNA stockholders adopt the Merger Agreement; and (iv) directed that the adoption of the Merger Agreement be submitted for consideration by the TEGNA stockholders at the Special Meeting.
The Board of Directors unanimously recommends that you vote: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.
Solicitation of Proxies
The Board of Directors is soliciting your proxy, and TEGNA will bear the cost of soliciting proxies. Innisfree M&A Incorporated (“Innisfree”) has been retained to assist with the solicitation of proxies. Innisfree will be paid approximately $35,000 and will be reimbursed for its reasonable out-of-pocket expenses for these and other advisory services in connection with the Special Meeting. Solicitation initially will be made by mail and email. Forms of proxies and proxy materials may also be distributed through brokers, custodians and other like parties to the beneficial owners of shares of TEGNA common stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail, or other electronic medium by Innisfree or, without additional compensation, by TEGNA or TEGNA’s directors, officers and employees.
Anticipated Date of Completion of the Merger
Assuming timely satisfaction of necessary closing conditions, including the approval by stockholders of the proposal to adopt the Merger Agreement, we currently anticipate that the Merger will be consummated in the second half of 2022.
Appraisal Rights
If the Merger is consummated, stockholders who continuously hold shares of TEGNA common stock through the Effective Time, who do not vote in favor of the adoption of the Merger Agreement and who properly demand appraisal of their shares and do not withdraw their demands or otherwise lose their rights to seek appraisal will be entitled to seek appraisal of their shares in connection with the Merger under Section 262 of the DGCL. This means that TEGNA stockholders who perfect their appraisal rights, who do not thereafter withdraw their demand for appraisal, and who follow the procedures in the manner prescribed by Section 262 of the DGCL may be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of TEGNA common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest to be paid on the amount determined to be fair value, if any (or in certain circumstances described in further detail in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Appraisal Rights,” on the difference between the amount determined to be the fair value and the amount paid by the Surviving Corporation in the Merger to each stockholder entitled to appraisal prior to the entry of judgment in any appraisal proceeding). Due to the complexity of the appraisal process, stockholders who wish to seek appraisal of their shares are encouraged to review Section 262 of the DGCL carefully and to seek the advice of legal counsel with respect to the exercise of appraisal rights.
Stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration that they would receive pursuant to the Merger Agreement if they did not seek appraisal of their shares.
To exercise your appraisal rights, you must: (i) submit a written demand for appraisal to TEGNA before the vote is taken on the adoption of the Merger Agreement; (ii) not submit a proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement; (iii) continue to hold your shares of TEGNA common stock of record through the Effective Time; and (iv) strictly comply with all other procedures for exercising appraisal rights under Section 262 of the DGCL. Your failure to follow exactly the procedures specified under Section 262 of the DGCL may result in the loss of your appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of the Merger unless certain stock ownership conditions are satisfied by the stockholders seeking appraisal. The DGCL requirements for exercising appraisal rights are described in further detail in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger
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Agreement—Appraisal Rights,” which is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights. A copy of Section 262 of the DGCL is reproduced and attached as Annex D to this proxy statement and incorporated herein by reference. If you hold your shares of TEGNA common stock through a bank, brokerage firm or other nominee and you wish to exercise appraisal rights, you should consult with your bank, brokerage firm or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such bank, brokerage firm or nominee.
Delisting and Deregistration of TEGNA Common Stock
If the Merger is completed, the shares of TEGNA common stock will be delisted from the NYSE and deregistered under the Exchange Act, and shares of TEGNA common stock will no longer be publicly traded.
Other Matters
At this time, we know of no other matters to be voted on at the Special Meeting. If any other matters properly come before the Special Meeting, your shares of TEGNA common stock will be voted in accordance with the discretion of the appointed proxy holders.
Householding of Special Meeting Materials
Unless we have received contrary instructions, we may send a single copy of this proxy statement to any household at which two (2) or more stockholders reside if we believe the stockholders are members of the same family. Each stockholder in the household will continue to receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate information received at your household and helps to reduce our expenses.
If you would like to receive your own set of our disclosure documents, please contact us using the instructions set forth below. Similarly, if you share an address with another stockholder and together both of you would like to receive only a single set of our disclosure documents, please contact us using the instructions set forth below.
If you are a stockholder of record, you may contact us by writing to TEGNA at 8350 Broad Street, Suite 2000, Tysons, Virginia 22102. Eligible stockholders of record receiving multiple copies of this proxy statement can request householding by contacting us in the same manner. If a bank, broker or other nominee holds your shares, please contact your bank, broker or other nominee directly.
Questions and Additional Information
If you have any questions concerning the Merger, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of TEGNA common stock, please contact our proxy solicitor:
INNISFREE M&A INCORPORATED

501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders May Call:
(877) 750-8226 (TOLL-FREE from the U.S. and Canada) or
+1 (412) 232-3651 (from other locations)
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PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT
This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because this document contains important information about the Merger and how it affects you.
Parties Involved in the Merger
TEGNA Inc.
8350 Broad Street, Suite 2000
Tysons, Virginia 22102
TEGNA is an innovative media company serving the greater good of our communities. Across platforms, we tell empowering stories, conduct impactful investigations and deliver innovative marketing services. With 64 television stations and two radio stations in 51 U.S. markets, we are the largest owner of top four network affiliates in the top 25 markets among independent station groups, reaching approximately 39% of U.S. television households. We also own leading multicast networks True Crime Network, Twist and Quest. Each television station also has a robust digital presence across online, mobile and social platforms, reaching consumers on all devices and platforms they use to consume news content. We have been consistently honored with the industry’s top awards, including Edward R. Murrow, George Polk, Alfred I. DuPont and Emmy Awards. Through TEGNA Marketing Solutions (TMS), our integrated sales and back-end fulfillment operations, we deliver results for advertisers across television, digital and over-the-top (OTT) platforms, including Premion, our OTT advertising network. TEGNA common stock is listed on the NYSE under the symbol “TGNA.”
Teton Parent Corp.
1601 W. Peachtree St. NE
Atlanta, Georgia 30309
Parent was formed on February 10, 2022, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and the Contribution Agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement, the Contribution Agreement and arranging of the Preferred Securities Financing and the Debt Financing in connection with the Merger.
Teton Merger Corp.
1601 W. Peachtree St. NE
Atlanta, Georgia 30309
Merger Sub is an indirect wholly owned subsidiary of Parent and was formed on February 10, 2022, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the Preferred Securities Financing and the Debt Financing in connection with the Merger.
Teton Midco Corp.
1601 W. Peachtree St. NEAtlanta, Georgia 30309
Midco is a direct wholly owned subsidiary of Parent and was formed on February 10, 2022, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and the Contribution Agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement, the Contribution Agreement and arranging of the Debt Financing in connection with the Merger.
Community News Media LLC
c/o Standard General L.P.
767 Fifth Avenue, 12th Floor
New York, New York 10153
CNM is a local broadcast and digital media company which indirectly owns four television stations in three markets. CNM’s portfolio includes primary affiliates of ABC, FOX, and MyNetworkTV.
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CMG Media Corporation
1601 W. Peachtree Street
Atlanta, Georgia 30309
CMG is a media company with 33 television stations in 20 markets, 53 radio stations delivering all genres of content in 11 markets, and numerous streaming and digital platforms. CMG’s portfolio includes primary affiliates of ABC, CBS, FOX, NBC, and MyNetworkTV, as well as several news and independent stations. Additionally, CMG also offers a full suite of national, regional, local and digital advertising services with CMG Local Solutions, CoxReps and Gamut.
SG Holders
c/o Standard General L.P.
767 Fifth Avenue, 12th Floor
New York, New York 10153
The SG Holders are entities affiliated with, and/or funds managed by, Standard General.
Other Parent Restructuring Entities
The address of CNM Holdings is c/o Standard General L.P., 767 Fifth Avenue, 12th Floor, New York, New York 10153. The address of CMG Media Operating Company, LLC, CMG Farnsworth Television Holdings, LLC, CMG Farnsworth Television Operating Company, LLC and CMG Farnsworth Television Acquisition Company, LLC is c/o CMG Media Corporation, 1601 W. Peachtree Street, Atlanta, Georgia 30309. The address of Teton Midco Corp. and Teton Opco Corp. is c/o Teton Parent Corp., 1601 W. Peachtree Street, Atlanta, Georgia 30309.
CNM Holdings is a direct wholly owned subsidiary of CNM. CNM Holdings indirectly owns four television stations in three markets.
CMG Media is a direct wholly owned subsidiary of CMG. CMG Newco 1, CMG Newco 2 and CNM Merger Sub are indirect wholly owned subsidiaries of CMG. Opco is an indirect wholly owned subsidiary of Parent. CMG Newco 1, CMG Newco 2, CNM Merger Sub and Opco were all formed on February 10, 2022, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and the Contribution Agreement, and have not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and the Contribution Agreement.
CNM, CNM Holdings and the SG Holders are each affiliates of Standard General. Standard General manages capital for public and private pension funds, endowments, foundations, and high-net-worth individuals. Standard General is a minority-controlled and operated organization. At the Effective Time, the Surviving Corporation will be indirectly owned by an affiliate of Standard General.
CMG and the other Parent Restructuring Entities (other than the SG Holders, CNM and CNM Holdings) are each affiliated with funds managed by affiliates of Apollo. Apollo is a leading global alternative investment manager. Apollo had assets under management of approximately $498 billion as of December 31, 2021. Apollo’s Class A shares are listed on the NYSE under the symbol “APO.” At the Effective Time, funds managed by affiliates of Apollo will hold non-voting preferred securities in Parent.
While Parent, Merger Sub and Midco are each currently affiliated with CMG, they will become affiliated with Standard General prior to and in connection with the Closing pursuant to the Restructuring. For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Restructuring and Contribution Agreement.”
Effect of the Merger
Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into TEGNA and the separate corporate existence of Merger Sub will cease, with TEGNA continuing as the Surviving Corporation. As a result of the Merger, TEGNA will become an indirect wholly owned subsidiary of Parent, and TEGNA common stock will no longer be publicly traded and will be delisted from the NYSE. In addition, TEGNA common stock will be deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.
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The Effective Time will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later time as may be agreed in writing by TEGNA and Parent and specified in the certificate of merger).
Effect on TEGNA If the Merger Is Not Completed
If the Merger Agreement is not adopted by the TEGNA stockholders, or if the Merger is not completed for any other reason:
i.
the TEGNA stockholders will not be entitled to, nor will they receive, any payment for their respective shares of TEGNA common stock pursuant to the Merger Agreement;
ii.
(a) TEGNA will remain an independent public company; (b) TEGNA common stock will continue to be listed and traded on the NYSE and registered under the Exchange Act; and (c) TEGNA will continue to file periodic reports with the SEC;
iii.
we anticipate that (a) management will operate the business in a manner similar to that in which it is being operated today and (b) stockholders will be subject to similar types of risks and uncertainties as those to which they are currently subject, including, but not limited to, risks and uncertainties with respect to TEGNA’s business, prospects and results of operations, as such may be affected by, among other things, the highly competitive industry in which TEGNA operates and economic conditions;
iv.
the price of TEGNA common stock may decline significantly, and if that were to occur, it is uncertain when, if ever, the price of TEGNA common stock would return to the price at which it trades as of the date of this proxy statement;
v.
the Board of Directors will continue to evaluate and review TEGNA’s business operations, strategic direction and capitalization, among other things, and will make such changes as are deemed appropriate; irrespective of these efforts, it is possible that no other transaction acceptable to the Board of Directors will be offered or that TEGNA’s business, prospects and results of operations will be adversely impacted; and
vi.
under specified circumstances, TEGNA will be required to pay Parent a termination fee of $163 million, upon the termination of the Merger Agreement, as described in the section of this proxy statement captioned “The Merger Agreement—Termination Fees.”
Merger Consideration
TEGNA Common Stock
At the Effective Time, each share of TEGNA common stock other than the Excluded Shares outstanding as of immediately prior to the Effective Time will be cancelled and automatically converted into the right to receive the Per Share Merger Consideration, less any applicable withholding taxes.
After the Merger is completed, you will have the right to receive the Per Share Merger Consideration in respect of each share of TEGNA common stock that you own immediately prior to the Effective Time (less any applicable withholding taxes), but you will no longer have any rights as a stockholder (except that stockholders who properly exercise their appraisal rights will have a right to receive payment of the “fair value” of their shares as determined pursuant to an appraisal proceeding, as contemplated by Delaware law). For more information, please see the section of this proxy statement captioned “—Appraisal Rights.”
Treatment of TEGNA Equity Awards
The Merger Agreement provides that each Company Restricted Stock Award outstanding immediately prior to the Effective Time will be converted into the right to receive a cash amount equal to the product of (i) the number of shares of TEGNA common stock subject to such Company Restricted Stock Award multiplied by (ii) the Per Share Merger Consideration, less amounts that are required to be withheld or deducted under applicable law.
The Merger Agreement also provides that each Company RSU Award and Company PSU Award, in each case, whether vested or unvested, outstanding immediately prior to the Effective Time will become fully vested and be converted into the right to receive a cash amount equal to the product of (i) the number of shares of
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TEGNA common stock subject to such Company RSU Award or Company PSU Award multiplied by (ii) the Per Share Merger Consideration, less amounts that are required to be withheld or deducted under applicable law. The number of shares of TEGNA common stock subject to a Company PSU Award not granted in 2021 will be determined in accordance with the provisions of the applicable award agreement, which generally provide that the number of shares is determined based on target performance, unless the two-year performance period is complete as of the change in control, in which case the number of shares is determined based on actual performance. The number of shares of TEGNA common stock subject to each Company PSU Award granted in 2021 will equal the greater of (x) such number as determined in accordance with the provisions of the applicable award agreement (as described in the immediately preceding sentence) and (y) the number of shares that would be paid under such award assuming the Company’s actual performance versus target performance for 2021 was also achieved for 2022.
The Merger Agreement also provides that each Company Phantom Share Unit Award will be converted into the right to receive a cash amount equal to the product of (i) the number of shares of TEGNA common stock in respect of such Company Phantom Share Unit Award multiplied by (ii) the Per Share Merger Consideration, less amounts that are required to be withheld or deducted under applicable law.
Background of the Merger
As part of TEGNA’s ongoing consideration and evaluation of its long-term strategic goals and plans, the Board of Directors and TEGNA’s senior management, with the assistance of financial and legal advisors, regularly reviews, considers and assesses TEGNA’s strategic alternatives. This review includes, among other matters, the consideration of potential opportunities for business combinations, acquisitions and other financial and strategic alternatives. The Board of Directors has also regularly engaged with TEGNA stockholders to discuss and solicit their perspectives on its strategic and financial direction. To assist in these evaluations, TEGNA regularly consults with J.P. Morgan and Greenhill, its financial advisors, and other strategic advisors, as well as with Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”) and Covington & Burling LLP (“Covington”), its legal advisors.
In August 2019, Standard General filed a beneficial ownership report on Schedule 13G with the SEC, reporting beneficial ownership on behalf of itself and certain affiliates of 9.2% of TEGNA common stock. Subsequently, in September 2019, Standard General filed a beneficial ownership report on Schedule 13D (the “Schedule 13D”) with the SEC, reporting beneficial ownership on behalf of itself and certain affiliates of 9.8% of TEGNA common stock and disclosing an intent to “become actively engaged” with TEGNA.
Between October and December 2019, members of the Board of the Directors and members of senior management engaged in discussions and interviews with Mr. Kim, covering matters relating to corporate strategy, governance and stockholder engagement and Mr. Kim’s request for a seat on the Board of Directors. Following these discussions, the Board of Directors determined that it would not be advisable for Mr. Kim to be appointed to the Board of Directors at this time, in part because of the Board of Directors’ view, in accordance with TEGNA’s Ethics Policy, that Mr. Kim had conflicts of interest due to his and Standard General’s affiliation with Standard Media Group and MediaCo Holding, two companies in the broadcasting industry.
Between January and April 2020, Standard General nominated four individuals – including Mr. Kim and Deborah McDermott, the Chief Executive Officer of Standard Media – to the Board of Directors, and ran a proxy contest in connection with such nominations.
On January 15, 2020, Standard General filed with the SEC an amendment to its Schedule 13D, reporting beneficial ownership on behalf of itself and certain affiliates of 9.7% of TEGNA common stock.
On February 20, 2020, TEGNA received an informal, verbal offer from Party A, a broadcasting industry participant, to potentially acquire TEGNA for $18.50 in cash and $1.50 in shares of Party A common stock, subject to due diligence. Thereafter, the Board of Directors discussed this proposal with members of TEGNA senior management and financial and legal advisors, and authorized management and advisors to enter discussions with Party A, including to negotiate a non-disclosure agreement to facilitate Party A’s due diligence review of TEGNA.
Following various preliminary discussions over the prior year regarding the exploration of possible transactions, including a possible combination of certain assets, between representatives of TEGNA and Apollo, on February 24, 2020, TEGNA entered into a reciprocal non-disclosure agreement with an affiliate of Apollo,
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which contained a customary standstill restriction that allowed Apollo to submit confidential proposals to the Chief Executive Officer or Chairman of the Board of Directors. Thereafter, TEGNA and Apollo provided due diligence information to each other.
On February 28, 2020, TEGNA entered into a non-disclosure agreement with Party A, which contained a customary standstill restriction with a customary “fall-away provision” that allowed Party A to submit confidential proposals to the Board of Directors. Thereafter, TEGNA provided non-public due diligence information to Party A and engaged in further discussions with Party A regarding a potential transaction.
On March 1, 2020, the Board of Directors held a meeting during which representatives of J.P. Morgan and Greenhill summarized Party A’s proposal, including the proposed purchase price. Representatives of J.P. Morgan and Greenhill also reviewed with the Board of Directors a summary of its preliminary valuation analyses, including based on management’s financial projections using a range of different assumptions, and answered questions from the directors regarding the valuation analyses and management’s projections that were used as part of the analyses. In addition, representatives of J.P. Morgan and Greenhill provided the Board of Directors with a summary of Party A’s business and financial profile. Also during the meeting, the Board of Directors discussed TEGNA’s standalone prospects and strategic plans, and provided guidance to management and the financial advisors with respect to discussions with Party A.
On March 4, 2020, TEGNA received a revised proposal from Party A for a potential acquisition of TEGNA for $18.75 in cash and $1.30 in shares of Party A common stock, subject to continued due diligence. The proposal stated that committed debt financing would be provided by a specific financial institution and commitment letters were provided to TEGNA in connection with such proposal.
On March 6, 2020, TEGNA received a proposal letter from Apollo in which Apollo offered to acquire TEGNA for $20.00 per share in cash, with 100% of the equity financing to be provided by Apollo and debt financing to be provided by internationally recognized leading financial institutions.
On March 7, 2020, TEGNA received a letter from Apollo, in which Apollo stated that it appreciated the information that had been shared since the non-disclosure agreement was executed on February 24, 2020, and based on the due diligence information received, including during calls with members of TEGNA’s management, Apollo was highly confident that it could materially increase the proposed purchase price if given more access to due diligence information.
On March 11, 2020, TEGNA received a proposal letter from Party B, a broadcasting industry participant, to acquire TEGNA for $20.00 in cash per share, subject to completion of confirmatory due diligence. The proposal letter indicated that Party B had identified 100% of the financing sources to support its proposal. However, the letter did not disclose any information about the identity or type of these financing sources. Thereafter, TEGNA’s senior management and financial advisors discussed with Party B its financing and acquisition structure and indicated to Party B that TEGNA was willing to transact at the right price and was prepared to enter into a non-disclosure agreement and provide non-public due diligence information if Party B could provide sufficient information regarding its ability to finance the proposed acquisition of TEGNA.
On March 12, 2020, TEGNA received a letter from Apollo, in which Apollo reaffirmed its offer to acquire TEGNA for $20.00 per share in cash. The proposal letter also included additional diligence requests that Apollo stated could allow Apollo to increase the proposed purchase price. During the next two weeks, representatives of TEGNA continued to provide Apollo with due diligence information and held a number of discussions with representatives of Apollo. As a result of the emerging COVID-19 pandemic, representatives of Apollo communicated to representatives of TEGNA that the equity and debt markets were experiencing significant dislocations and therefore Apollo would not pursue an acquisition of TEGNA at this time.
On March 17, 2020, TEGNA received a proposal letter from Party C, a consortium consisting of a private investment firm and a broadcasting industry participant, to jointly acquire TEGNA for $20.00 per share, subject to due diligence. The proposal letter indicated that the parties would obtain a commitment for all sources of financing and would utilize its existing lender relationships to obtain committed debt financing, but the letter did not otherwise provide any information on the specific equity or debt financing sources. Representatives of TEGNA discussed this proposal with representatives of Party C but did not obtain any more specific information about Party C’s financing sources.
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Throughout March 2020, the Board of Directors held a number of discussions, including with members of senior management and financial and legal advisors, regarding the proposals received from and subsequent discussions with Party A, Party B, Party C and Apollo, as well as TEGNA’s financial performance, standalone plan and the changing market, financial and business environments, including as a result of the emerging COVID-19 pandemic. Also during this period, TEGNA’s senior management and financial advisors discussed the proposals and feedback on the proposals with each of the interested parties.
On March 21, 2020, TEGNA received a letter from Party A, in which Party A stated that given the then-current economic upheaval, the dislocation in the capital markets, and the uncertainty as to the impact that these recent developments will have on both businesses, Party A was not going to engage with TEGNA on deal discussions at this time.
On March 29, 2020, TEGNA issued a press release stating that TEGNA had received four unsolicited acquisition proposals in recent weeks and that TEGNA and its advisors engaged substantially with two of these parties and provided them extensive non-public due diligence information. The press release further stated that these two parties made their proposals shortly before the recent market dislocation due to the COVID-19 pandemic and both subsequently informed TEGNA that they were ceasing discussions, and that the other two parties had not signed confidentiality agreements to enable due diligence and have not delivered any information on financing sources. Also, in the press release, Howard D. Elias, Chairman of the Board of Directors, stated, among other things, that the Board of Directors has been, and remains, willing to consider transactions that create compelling value.
On April 3, 2020, Standard General filed with the SEC an amendment to its Schedule 13D, reporting beneficial ownership on behalf of itself and certain affiliates of 11.8% of TEGNA common stock.
At the annual meeting of TEGNA stockholders held on April 30, 2020, none of Standard General’s nominees were elected to the Board of Directors.
On June 4, 2020, Standard General filed with the SEC an amendment to its Schedule 13D, reporting beneficial ownership on behalf of itself and certain affiliates of 9.9% of TEGNA common stock.
On June 11, 2020, Standard General filed with the SEC an amendment to its Schedule 13D, reporting beneficial ownership on behalf of itself and certain affiliates of 8.1% of TEGNA common stock.
During the summer and fall of 2020, members of senior management and advisors of TEGNA continued to have periodic informal discussions with representatives of Apollo and Party A regarding potential transactions, and members of senior management and advisors discussed these interactions with the Board of Directors, and also discussed with the Board of Directors the financing market, acquisition rumors, potential valuations and the regulatory environment. In addition, during this period, the Board of Directors continued to discuss TEGNA’s financial performance, standalone plan and prospects and the changing market, financial and business environments, including as to the significant effects of the COVID-19 pandemic.
On October 13, 2020, TEGNA received a proposal from Apollo to acquire TEGNA for $16.00 in cash, subject to due diligence.
At a virtual meeting of the Board of Directors held on October 27 and 28, 2020, the Board of Directors discussed and reviewed, together with J.P. Morgan, Greenhill and Wachtell Lipton, Apollo’s proposal. Representatives of the financial advisors reviewed with the Board of Directors a summary of the financial projections for TEGNA prepared by management at the direction of the Board of Directors to assist the Board of Directors in its review of a potential transaction involving TEGNA. The forecasted financial information included management’s base case projections, as well as an optimistic sensitivity case and a pessimistic sensitivity case that TEGNA management believed was important to include given the heightened levels of uncertainty due to the COVID-19 pandemic. The Board of Directors discussed TEGNA’s financial performance and standalone plan and the assumptions underlying the different cases of projections that management prepared, including in the context of the historical and most recent revenue and EBITDA trends for TEGNA, economic recovery from COVID-19, as well as industry changes and the regulatory environment. The financial advisors also reviewed with the Board of Directors a summary of preliminary valuation analyses, including an analysis based on the different cases, and discussed with the Board of Directors Apollo’s possible valuation methodology and the possible rationale behind the timing of the Apollo proposal and the proposed consideration. Also during this meeting, representatives of Wachtell Lipton discussed with the Board of Directors its fiduciary duties under Delaware law, including in
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connection with the Apollo proposal. Following further discussion regarding possible responses to Apollo, whether or not to approach other possible acquirers, the risk of leaks, regulatory considerations and risks inherent in a transaction with Apollo and other parties, the uncertainty surrounding the future of the media industry and the potential for continuing consolidation in the broadcast industry, the Board of Directors then authorized management to communicate to Apollo that the proposed consideration was insufficient, but that TEGNA was willing to engage and possibly provide additional due diligence materials to assist them in increasing the value of their proposal. The Board of Directors also authorized management to reach out to Party A and certain other potential counterparties to assess their interest in a potential transaction with TEGNA.
Thereafter, Dave Lougee, the Chief Executive Officer of TEGNA, and representatives of J.P. Morgan and Greenhill informed a representative of Apollo that its last offer was not sufficient, but that TEGNA was willing to provide additional due diligence materials to assist them in increasing the value of their proposal. In addition, Mr. Lougee contacted representatives of Party A and Mr. Elias contacted representatives of Party D (a broadcasting industry participant) to assess their respective interest in a potential acquisition of, or business combination with, TEGNA. Party A declined to further pursue a transaction with TEGNA at this time that involved a complete sale of TEGNA, and Party D also declined to engage with TEGNA.
During November 2020, Party A’s advisors continued to have discussions with TEGNA’s advisors regarding regulatory considerations relating to a transaction, with representatives of Party A noting that despite Party A’s unwillingness to make a strong commitment to obtain regulatory approval, Party A was still interested in a potential transaction of some variety, and the parties continued to discuss possible alternative transaction structures.
On November 2, 2020, TEGNA received a revised proposal from Apollo to acquire TEGNA at a price range of $16.50 to $18.00 per share. The proposal letter also indicated that if Apollo were to receive access to targeted due diligence information, they were confident that they could deliver a highly compelling proposal to TEGNA stockholders. Mr. Lougee informed the Board of Directors of this revised proposal and thereafter communicated to representatives of Apollo that the Board of Directors would consider it at its next meeting.
At a virtual meeting of the Board of Directors held on November 10, 2020, the Board of Directors discussed and reviewed, together with its financial and legal advisors, the latest proposal from Apollo. Representatives of the financial advisors reviewed with the Board of Directors a summary of a preliminary valuation analyses, and discussed the inputs of their analyses and related considerations. Also during this meeting, representatives of Wachtell Lipton discussed with the Board of Directors its fiduciary duties under Delaware law, including in connection with the Apollo proposal. Members of the Board of Directors provided guidance to senior management and TEGNA’s advisors with respect to the continued discussions with Apollo, which was thereafter communicated to Apollo, including that Apollo’s latest proposal was inadequate.
On December 7, 2020, TEGNA received a proposal from Party A to acquire TEGNA’s station assets in fourteen specified markets for an aggregate purchase price of $2.8 to $2.9 billion.
At a virtual meeting of the Board of Directors held on December 8 and 9, 2020, the Board of Directors discussed and reviewed, together with its financial and legal advisors, the status of discussions with each of Apollo and Party A regarding a potential transaction with TEGNA and the terms of the latest proposals by each of the parties and contemplated transaction structures, and that additional due diligence information continues to be provided to Apollo. Representatives of the financial advisors reviewed with the Board of Directors a summary of the financial projections provided by TEGNA’s management, which were updated by management to reflect ongoing strong performance of TEGNA’s business. The updated forecasted financial information also included management’s base case projections, as well as an optimistic sensitivity case and a pessimistic sensitivity case prepared by TEGNA management. The Board of Directors discussed the assumptions underlying these different cases, as well as TEGNA’s continuing strong financial performance, and the expectation that such strong performance would continue in the short term, but not necessarily in the long term. Representatives of the financial advisors also reviewed with the Board of Directors a summary of preliminary valuation analyses, including analyses based on the different cases. Members of the Board of Directors provided further guidance to senior management and TEGNA’s advisors with respect to the continued discussions with Apollo and Party A, and it was subsequently communicated to Party A that its latest proposal was inadequate.
Between January and May 2021, Standard General nominated four individuals to the Board of Directors, and ran a proxy contest in connection with such nominations.
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On January 21, 2021, Standard General filed with the SEC an amendment to its Schedule 13D, reporting beneficial ownership on behalf of itself and certain affiliates of 7.6% of TEGNA common stock.
On February 10, 2021, TEGNA received a proposal from Party B to acquire TEGNA for $16.00 in cash and $4.00 in newly issued preferred stock per share of TEGNA common stock, subject to due diligence.
At a virtual meeting of the Board of Directors held on February 17 and 18, 2021, the Board of Directors discussed and reviewed, together with its financial and legal advisors, the proposal from Party B, including the proposed price, structure, preferred stock component and the debt financing component, as well as the recommended response to the proposal. Representatives of each of J.P. Morgan and Greenhill also reviewed with the Board of Directors a summary of the financial projections and cases, each of which had been updated by management in January 2021 to account for TEGNA’s financial performance and ongoing business trends. The financial advisors also reviewed with the Board of Directors a summary of their respective preliminary valuation analyses, including analyses based on the different cases, as well as TEGNA’s performance and standalone prospects. Based on such review, the Board of Directors determined that Party B’s proposal was insufficient and directed that management and advisors convey this determination to Party B and also to convey the possibility of further discussions and potentially entering into a non-disclosure agreement for TEGNA to be able to provide non-public due diligence information.
On March 2, 2021, Standard General filed with the SEC an amendment to its Schedule 13D, reporting beneficial ownership on behalf of itself and certain affiliates of 9.2% of TEGNA common stock.
On March 4, 2021, Standard General filed with the SEC an amendment to its Schedule 13D, reporting the withdrawal of one of its nominees from the proxy contest.
On March 9, 2021, Standard General filed with the SEC an amendment to its Schedule 13D, reporting beneficial ownership on behalf of itself and certain affiliates of 7.9% of TEGNA common stock.
From the end of February to mid-March 2021, TEGNA’s senior management engaged in further discussions with representatives of Party B, and on March 12, 2021, TEGNA entered into a non-disclosure agreement with Party B, which included a customary standstill restricting Party B from taking certain actions with respect to TEGNA and its securities, and also included a customary “fall-away provision,” as well as the ability of Party B to submit confidential proposals to the Chief Executive Officer or Chairman of the Board of Directors. Thereafter, TEGNA provided non-public due diligence information to Party B.
On March 17, 2021, Standard General filed with the SEC an amendment to its Schedule 13D, reporting beneficial ownership on behalf of itself and certain affiliates of 7.0% of TEGNA common stock.
At a virtual meeting of the Board of Directors held on March 23, 2021, senior management of TEGNA updated the Board of Directors on discussions with Party B, including regarding Party B’s due diligence efforts.
On April 20, 2021, TEGNA received a letter from Party B in which Party B outlined the progress it has made on its due diligence and equity and debt financing, and stated that it expects to submit a fully financed proposal by the end of May 2021. The letter also indicated that Party B’s work over the next few weeks was meant to deliver to TEGNA stockholders value in excess of the $20.00 per share that was previously offered.
At a virtual meeting of the Board of Directors held on April 28 and 29, 2021, the Board of Directors discussed and reviewed, together with its financial and legal advisors, the status of discussions with Party B and Party B’s ongoing due diligence and financing efforts.
From May to November 2021, TEGNA’s senior management and advisors continued to have extensive discussions with representatives of Party B, including in connection with Party B’s diligence efforts and regarding the status of Party B’s financing efforts and transaction structure alternatives, and senior management and advisors continued to update the Board of Directors of these discussions during this period.
At the annual meeting of TEGNA stockholders held on May 7, 2021, none of Standard General’s nominees were elected to the Board of Directors.
Also on May 12, 2021, Standard General filed with the SEC an amendment to its Schedule 13D, reporting beneficial ownership on behalf of itself and certain affiliates of 4.8% of TEGNA common stock.
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In late June 2021, Mr. Kim contacted representatives of J.P. Morgan to discuss the possibility of Standard General submitting an offer to acquire TEGNA. Following this discussion, Mr. Elias, members of TEGNA’s senior management and representatives of J.P. Morgan discussed the possibility of Mr. Kim submitting a proposal to acquire TEGNA, and representatives of J.P. Morgan were instructed to, and thereafter did, continue discussing this possibility with Mr. Kim.
On July 12, 2021, TEGNA received a proposal letter from Standard General in which Standard General offered to acquire TEGNA at a price per share in the range of $22.00 to $24.00, with the acquisition price to be refined in connection with its due diligence review of TEGNA. The proposal letter further noted that the transaction would be implemented with the support of a leading global private equity firm. The proposal letter also stated that Standard General was prepared to execute a non-disclosure agreement with a customary standstill provision. Standard General subsequently indicated to TEGNA that the private equity firm referenced in its letter was Apollo and that Standard General had become aware of Apollo’s interest in TEGNA as a result of prior public disclosure that Apollo had submitted transaction proposals to TEGNA.
At a meeting of the Board of Directors held on July 21 and 22, 2021, the Board of Directors discussed and reviewed, together with its financial and legal advisors, the recent discussions with Standard General, Apollo and Party B, and discussed and reviewed the proposal received from Standard General on July 12, 2021 and the status of the negotiation of the non-disclosure agreement with Standard General, as well as possible next steps and negotiating dynamics. Representatives of the financial advisors and senior management reviewed with the Board of Directors a summary of the financial projections provided by TEGNA’s management. The forecasted financial information also included management’s base case projections, as well as an optimistic sensitivity case and a pessimistic sensitivity case prepared by TEGNA management. The Board of Directors discussed the assumptions underlying these different cases. Representatives of the financial advisors also reviewed with the Board of Directors a summary of preliminary valuation analyses, including analyses based on the different cases. Members of the Board of Directors provided further guidance to senior management and TEGNA’s advisors with respect to the continued discussions with Standard General, Apollo and Party B, including with respect to the possibility that Standard General would work with Apollo in connection with a potential transaction.
On July 23, 2021, TEGNA entered into a non-disclosure agreement with Standard General, which included a customary standstill restricting Standard General from taking certain actions with respect to TEGNA and its securities, but that permitted Standard General to make confidential proposals to the Board of Directors.
On July 24, 2021, TEGNA entered into an amendment to its non-disclosure agreement with Apollo entered into in February 2020. The amendment extended the term of the initial non-disclosure agreement and permitted Apollo to work with Standard General in connection with a potential transaction involving TEGNA.
On September 20, 2021, TEGNA received a proposal from Standard General and Apollo to acquire TEGNA for $22.00 in cash per share, outlining a structure in which Standard General would own 100% of the voting common stock and funds managed by affiliates of Apollo would provide financing in the form of non-convertible, non-voting preferred equity.
Also, on September 20, 2021, TEGNA received a proposal from Party B to acquire TEGNA for $23.00 in cash per share. The proposal also included draft preferred equity financing documentation from one of the several potential preferred equity sources of financing (while noting that Party B was still in discussions with several other preferred equity financing sources), but no debt financing documentation was included in the proposal. Party B stated that it had advanced discussions with various financing institutions to provide debt financing.
At a telephonic meeting of the Board of Directors held on September 28, 2021, which was attended by certain members of TEGNA’s management and representatives of J.P. Morgan, Greenhill, Wachtell Lipton and Covington, the Board of Directors discussed and reviewed the proposals from Standard General and Party B. Representatives of the financial and legal advisors provided the Board of Directors with a summary of each proposal, including the proposed consideration, required regulatory approvals, proposed timing, financing structure and commitments and status of due diligence and other relevant information included in each proposal, as well as additional feedback representatives of J.P. Morgan received from each party during follow-up calls with the principals and key financing sources. Members of management also reported that Covington, as TEGNA’s regulatory counsel, would be discussing the regulatory considerations of each proposal with the applicable party’s regulatory counsel.
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At a telephonic meeting of the Board of Directors held on October 7, 2021, which was attended by certain members of TEGNA’s management and representatives of J.P. Morgan, Greenhill, Wachtell Lipton and Covington, the Board of Directors further discussed and reviewed the proposals from Standard General and Party B. Representatives of J.P. Morgan provided the Board of Directors with an update on written responses that TEGNA had requested and received from each of the parties relating to transaction structure, financing structure, regulatory efforts and other significant issues. Representatives of Wachtell Lipton discussed with the Board of Directors its fiduciary duties under Delaware law in connection with evaluating each of the proposals and other considerations in connection with pursuing either a standalone strategy or a sale of TEGNA, and representatives of Wachtell Lipton and Covington discussed antitrust and FCC considerations in connection with each of the proposals. Representatives of J.P. Morgan and Greenhill then reviewed with the Board of Directors their respective summaries of their preliminary valuation analyses, including summarizing how these analyses were different from the analyses summarized at prior meetings of the Board of Directors, and answered questions from the directors regarding these valuation analyses. Directors, members of management and the financial and legal advisors further discussed TEGNA’s potential strategic alternatives and standalone plans, potential growth areas for TEGNA, and other opportunities that could be explored by TEGNA, including potential joint ventures or other potential transaction structures, the actions being taken by TEGNA’s peer broadcasting companies and TEGNA’s review of strategic options over the past few years.
At a telephonic meeting of the Board of Directors held on October 11, 2021, which was attended by TEGNA’s general counsel and representatives of Wachtell Lipton, the Board of Directors discussed TEGNA’s long-range plan, financial performance, business trends and the current business and regulatory environment, including the expectation that TEGNA’s strong performance would continue in the short term, but not necessarily in the long term. The Board of Directors also discussed and came to the consensus that it would be beneficial for TEGNA and its stockholders to continue evaluating and exploring the two proposals received from Standard General and Party B in order to determine if such proposals were actionable and would maximize value to TEGNA stockholders. The Board of Directors also discussed the possibility of soliciting additional proposals to acquire TEGNA, but noted that it was public knowledge that TEGNA was evaluating acquisition proposals and that there was no impediment to any party submitting a proposal. The Board of Directors also discussed the proposals from Standard General and Party B and possible next steps with each of these parties. Following discussion, the Board of Directors authorized Mr. Elias, Mr. Lougee and TEGNA’s management and advisors to take any actions necessary and appropriate to determine the viability of each proposal and to maintain a robust process in order to maximize value for TEGNA stockholders, including sending a draft merger agreement to the interested parties.
On October 25, 2021, representatives of Wachtell Lipton sent an initial draft of the merger agreement to representatives of Fried, Frank, Harris, Shriver & Jacobson LLP (“Fried Frank”), Standard General’s legal advisors, and also to Party B’s legal advisors.
At a virtual meeting of the Board of Directors held on October 27 and 28, 2021, the Board of Directors further discussed and reviewed, together with representatives of TEGNA’s management, J.P. Morgan, Greenhill, Wachtell Lipton and Covington, recent discussions with and the proposals from Standard General and Party B, including with respect to their financing structures and potential regulatory approval considerations. Representatives of Wachtell Lipton and Covington also discussed with the Board of Directors various aspects of a potential transaction with Standard General or Party B, including with respect to the regulatory approvals and financing frameworks and potential issues, and also summarized for the Board of Directors the material terms of the form of the draft merger agreement that was provided to Standard General and Party B.
On November 2, 2021, representatives of Party B’s legal advisor sent representatives of Wachtell Lipton a markup of the merger agreement.
On November 7, 2021, representatives of Fried Frank sent representatives of Wachtell Lipton a markup of the merger agreement.
On November 9, 2021, Mr. Kim contacted representatives of J.P. Morgan to provide an update on Standard General’s financing structure and to express the view that they did not believe they would have issues obtaining regulatory approvals and did not expect to be required to make any divestitures, but that in any case they would agree to a “hell-or-high-water” regulatory efforts obligation.
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On November 12, 2021, representatives of Party B’s legal advisor sent representatives of Wachtell Lipton a further revised markup of the merger agreement.
On November 15, 2021, representatives of Wachtell Lipton discussed with representatives of Fried Frank certain material issues in the markup of the draft merger agreement and provided to Fried Frank an issues list highlighting those issues that TEGNA wanted specific responses to prior to further engagement, which included the amount and triggers for the regulatory and financing termination fees, the regulatory efforts covenant, the duration of the outside date and extensions, the financing “marketing period” length and start date, the definition of “material adverse effect” and specific exceptions, the non-solicitation covenant and related exceptions and the interim operating covenants and specific exceptions thereto in order for TEGNA to have flexibility to conduct its business prior to closing.
Also on November 15, 2021, representatives of Wachtell Lipton discussed with representatives of Party B’s legal advisor certain material issues in the markup of the draft merger agreement and provided them with an issues list highlighting those issues that TEGNA wanted specific responses to prior to further engagement, which included deletions of the regulatory and financing reverse termination fees, the regulatory efforts covenant, the duration of the outside date and extensions, the definition of “material adverse effect” and specific exceptions, the non-solicitation covenant and related exceptions and the interim operating covenants and specific exceptions thereto in order for TEGNA to have flexibility to conduct its business prior to closing.
On November 18, 2021, representatives of J.P. Morgan discussed with representatives of Party B the status of Party B’s financing efforts and timeline for submitting a revised proposal. Representatives of Party B indicated that they were progressing their financing work and expected to submit a revised proposal on November 22, 2021.
On November 21, 2021, representatives of J.P. Morgan discussed with representatives of Party B the status of Party’s B financing efforts, with representatives of Party B indicating that the financing was secured and that a revised proposal and response on the merger agreement terms was still expected by Party B to be delivered to TEGNA on November 22, 2021. Representatives of Party B asked about the importance of regulatory and financing reverse termination fees to any deal, and representatives of J.P. Morgan stated that the Board of Directors is highly focused on deal certainty, and reverse termination fees are an essential component of being comfortable with the level of certainty for any transaction.
On November 23, 2021, TEGNA received a revised proposal letter from Standard General to acquire TEGNA for $22.65 in cash per share of TEGNA common stock, with non-voting preferred equity financing from Apollo. The revised proposal letter included executed commitments from the debt financing sources. The revised proposal letter also stated that Standard General would agree to a “hell-or-high water” regulatory covenant and agree to a regulatory reverse termination fee. In addition, the proposal package also included responses to TEGNA’s high-level issues list that was sent to representatives of Fried Frank on November 15, 2021. Thereafter, following Mr. Elias’ direction, representatives of J.P. Morgan communicated to Mr. Kim that the proposal letter was sent to the Board of Directors and it would be discussed, but that the expectation is that the Board of Directors will be disappointed with the modest movement in the proposed price.
Also, on November 23, 2021, Mr. Lougee contacted representatives of Party B to ask whether Party B intended to submit a revised proposal on price and merger agreement issues and for Party B to provide an update on the status of its equity and debt financing. Representatives of Party B indicated that they needed more time.
On November 28, 2021, representatives of Party B contacted representatives of J.P. Morgan to inform them that Party B and its financing sources had made good progress and that they expected to submit a revised proposal and responses to the merger agreement issues by December 1, 2021, and on November 30, 2021 representatives of Party B reiterated to representatives of J.P. Morgan that Party B still intended to submit a revised proposal as soon as possible, but noted that it was taking longer than expected due to changes in the structure of the financing.
On December 1, 2021, the Board of Directors held a virtual meeting, which was attended by TEGNA’s management and financial and legal advisors. During the meeting, representatives of the financial and legal advisors provided the Board of Directors with an update on the status of negotiations with Standard General (with non-voting preferred equity financing from Apollo) and Party B, including the revised proposal from Standard General to acquire TEGNA for $22.65 per share, subsequent communications between representatives
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of J.P. Morgan and Standard General regarding TEGNA’s performance, valuation and the material terms of the draft merger agreement. TEGNA’s management discussed with the Board of Directors TEGNA’s financial performance, business trends and the updated forecasted financial information that was provided to TEGNA’s financial advisors and the bidders, noting that management believed these updated forecasts should support a higher offer. Representatives of J.P. Morgan and Greenhill then reviewed and discussed with the Board of Directors their respective updated preliminary valuation analyses, including based on the updated financial forecasts. The Board of Directors then discussed with TEGNA’s management and financial and legal advisors the various aspects of TEGNA’s valuation, standalone prospects and strategy for communicating TEGNA’s views on value to Standard General.
On December 2, 2021, representatives of J.P. Morgan discussed TEGNA’s views on value with Mr. Kim, including explaining various analyses that corresponded to a higher per share price than offered by Standard General. Mr. Kim responded that he would be prepared to pay more than the last offer of $22.65 per share, but that the advisors for both parties would need to resolve the remaining open points in the merger agreement. Representatives of J.P. Morgan noted that representatives of Wachtell Lipton would soon circulate a revised draft of the merger agreement.
On December 3, 2021, representatives of Wachtell Lipton sent representatives of Fried Frank a revised draft of the merger agreement, and thereafter the parties continued to exchange drafts of the merger agreement and the ancillary agreements through their respective legal advisors, and representatives of Wachtell Lipton, Fried Frank, Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul Weiss”), Apollo’s legal advisor, Cooley LLP, regulatory counsel to Apollo, Covington and Pillsbury Winthrop Shaw Pittman LLP, regulatory counsel to Standard General, continued to discuss the open issues in these agreements.
On December 4 and 5, 2021, representatives of J.P. Morgan discussed with certain equity financing sources for Party B the status of the equity and debt financing for Party B’s proposal to acquire TEGNA, including various issues that the financing sources and Party B were negotiating and the potential timeline for Party B to submit a fully financed and actionable revised proposal to TEGNA.
On December 7, 2021, the Board of Directors held a virtual meeting, which was attended by TEGNA’s management and financial and legal advisors. During the meeting, representatives of TEGNA’s financial and legal advisors provided the Board of Directors with an update on the status of negotiations with Standard General and Party B and discussed various open issues with the directors. Representatives of Wachtell Lipton summarized and discussed with the directors the significant open issues in the merger agreement, including the regulatory efforts covenant, the amount and triggers for the regulatory and financing reverse termination fees, the “material adverse effect” definition and exceptions and what actions would be permitted under the interim operating covenants. Following this discussion, representatives of J.P. Morgan and Wachtell Lipton summarized and discussed with the Board of Directors Party B’s proposed terms and financing structure and associated risks.
On December 8, 2021, representatives of J.P. Morgan discussed with financial advisors of Standard General TEGNA’s feedback on certain material terms in the merger agreement and views on the valuation that were communicated to Mr. Kim on December 2, 2021. The representatives of the financial advisors for Standard General stated that while their client has some flexibility on price and would be willing to move higher, they wanted more specific feedback on the proposal.
Also on December 8, 2021, representatives of J.P. Morgan discussed with representatives of Party B the status of Party B’s financing efforts.
On December 9, 2021, representatives of Standard General provided TEGNA with a letter in which Standard General stated that its proposal to acquire TEGNA for $22.65 per share provided a compelling value opportunity for TEGNA stockholders and that the terms of the draft merger agreement that Standard General was willing to accept were favorable to TEGNA, including a “hell-or-high water” regulatory covenant to address any regulatory concerns, a commitment on the part of CMG Media Corporation (“CMG”) (an Apollo portfolio company that owns Cox Media Group) to cooperate with the regulatory approval process (which was one of the requirements that representatives of TEGNA conveyed to representatives of Standard General) and a regulatory reverse termination fee of 4%. The letter further stated that if TEGNA did not provide a response by 12:00 p.m. on December 13, 2021 in the form of a price at which TEGNA would be prepared to transact, Standard General would be forced to conclude that TEGNA was unwilling to engage in a transaction and would discontinue its pursuit of TEGNA.
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On December 12, 2021, following a discussion between representatives of J.P. Morgan and Mr. Kim and Standard General’s financial advisor, Mr. Elias and Mr. Lougee, on behalf of TEGNA, sent a letter to Mr. Kim, informing Mr. Kim that since the initial proposal to acquire TEGNA for a purchase price in the range of $22.00 to $24.00 per share, TEGNA had reported strong earnings for the fiscal quarter ended September 30, 2021 and that many of the same trends continued. The letter further stated that the Board of Directors would be prepared to transact at a price of $25.00 per share, assuming the parties could resolve the remaining issues in the merger agreement.
On December 14, 2021, representatives of an equity financing source for Party B notified representatives of J.P. Morgan that they and Party B did not reach an agreement on terms between them and as a result this financing source would not proceed further as a financing source for Party B. Representatives of J.P. Morgan confirmed this discussion with representatives of Party B on December 15, 2021. The representatives of Party B indicated that Party B intended to seek to replace its equity financing sources and needed more time to submit a fully financed proposal.
On December 14, 2021, TEGNA’s, Standard General’s and Apollo’s legal advisors discussed various issues in the merger agreement and the other transaction documents, including the regulatory efforts covenant, representations regarding regulatory matters, the regulatory reverse termination fee and triggers for that fee, flexibility for TEGNA to conduct its business prior to the closing, including in connection with negotiations and entering into material contracts, financing efforts and cooperation covenants, including a proposed “marketing period,” the definition of “Company Material Adverse Effect” and exceptions, covenants regarding non-solicitation of alternative proposals, closing conditions and termination rights and certain other issues.
On December 15, 2021, representatives of J.P. Morgan informed Mr. Kim and Standard General’s advisors that Mr. Elias was prepared to meet with Mr. Kim to engage in continued negotiations on the transaction price and other material deal terms if Standard General were prepared to materially increase its proposed purchase price towards TEGNA’s last proposal of $25.00 per share. Representatives of J.P. Morgan also stated that prior to the meeting, representatives of TEGNA, including Mr. Lougee, and its advisors would first need to discuss various issues in the merger agreement with representatives and advisors of Standard General, including those related to operating covenants and flexibility to enter into material contracts between signing and closing. The parties also discussed the potential timeline of the contemplated transaction, and the possibility that the timeline to a potential signing would likely extend into the beginning of 2022.
On December 16, 2021 and December 17, 2021, TEGNA’s, Standard General’s and Apollo’s representatives, including legal advisors, continued to discuss various issues in the merger agreement and the other transaction documents, and representatives of Wachtell Lipton circulated revised drafts of the merger agreement and the other transaction documents to representatives of Fried Frank.
At a telephonic meeting of the Board of Directors held on December 19, 2021, Mr. Elias and members of management provided the Board of Directors with an update on the status of negotiations with Standard General and Party B. With respect to Standard General, Mr. Elias updated the Board of Directors on the letter sent to Mr. Kim on December 12, 2021, as well as on the open issues in the merger agreement, including the merger consideration negotiation and the regulatory reverse termination fee issues. Members of the Board of Directors and TEGNA’s management discussed TEGNA’s strategy for resolving any open issues on the merger agreement (including the price and the possibility of proposing a “ticking fee” to both bridge any valuation gap and incentivize Standard General to proceed more expeditiously towards a closing), ongoing work streams, proposed timing and the status of the financing documentation, and members of the Board of Directors provided guidance to Mr. Elias and members of management on certain of these matters and authorized them to continue negotiating with Standard General to resolve these issues consistent with their guidance, including with respect to price. With respect to Party B, Mr. Elias updated the Board on Party B’s financing efforts. Thereafter, on December 21, 2021 and December 22, 2021, representatives of J.P. Morgan and Mr. Kim discussed the timing for the negotiations regarding the remaining open issues in the merger agreement, including the merger consideration.
Also on December 21, 2021, TEGNA’s, Standard General’s and Apollo’s legal advisors discussed various issues in the merger agreement and the other transaction documents, including the regulatory efforts covenant,
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representations regarding regulatory matters, the regulatory reverse termination fee and triggers for that fee, flexibility for TEGNA to conduct its business prior to the closing, including in connection with negotiations and entering into material contracts, financing efforts and cooperation covenants, including a proposed “marketing period” and certain other issues.
On December 25, 2021, representatives of Fried Frank circulated a revised draft of the merger agreement to representatives of Wachtell Lipton and Covington.
On December 27, 2021, representatives of TEGNA (including Mr. Elias and Mr. Lougee), Standard General, Apollo, Wachtell Lipton, Fried Frank and Paul Weiss held several discussions regarding the open issues in the merger agreement and the other transaction agreements, including the regulatory efforts covenant, the regulatory reverse termination fee and triggers for that fee, flexibility for TEGNA to conduct its business prior to the closing, including in connection with negotiations and entering into material contracts, and certain other issues. During this discussion, Mr. Elias and Mr. Lougee stressed that valuation, deal certainty and speed were critical elements for TEGNA, and explained that while TEGNA believed in its standalone prospects, TEGNA was amenable to a transaction with terms that would provide more value to TEGNA stockholders than its standalone prospects.
On December 28, 2021, representatives of Wachtell Lipton, Fried Frank and Paul Weiss continued to discuss certain open issues in the merger agreement and the ancillary agreements, including the financing efforts and cooperation covenants.
On January 3, 2022, TEGNA’s and Standard General’s advisors discussed the next steps in the potential transaction, with Standard General’s advisors indicating that they were discussing with their financing sources the open points in the merger agreement, particularly TEGNA’s position that the payment of the regulatory reverse termination fee should not require a breach of the merger agreement. On January 7, 2022, Mr. Kim spoke to representatives of J.P. Morgan regarding the proposed transaction during which they discussed the regulatory reverse termination fee and the agreement on the hell-or-high water regulatory covenant. Mr. Kim further stated to representatives of J.P. Morgan that he wanted to present an updated proposal to Mr. Elias directly, in which he would also propose a possible compromise position on the regulatory reverse termination fee structure.
On January 8, 2022, Mr. Elias and Mr. Kim spoke regarding the terms of the proposed transaction. During this discussion, Mr. Kim offered a potential compromise structure in which Standard General would pay a lower regulatory reverse termination fee if there was no breach of the merger agreement (for example, the parties failed to obtain the required regulatory approvals by the Outside Date but fully complied with their obligations under the merger agreement to obtain those regulatory approvals) and that there would be a higher regulatory reverse termination fee if there was a material breach of the regulatory covenant. In terms of merger consideration, Mr. Kim stated that Standard General was willing to increase the proposed purchase price to $23.65 per share if TEGNA were to accept their position on the reverse termination fee construct, in which a breach would be required to trigger the payment of any regulatory reverse termination fee. Alternatively, Standard General would pay the $22.65 per share previously proposed but would agree to a bifurcated regulatory reverse termination fee structure, with Standard General paying 2% of TEGNA’s equity value in a no-breach scenario and there being a termination fee of 4% of TEGNA’s equity value if there was a breach of the merger agreement. Following this discussion, Mr. Elias informed the Board of Directors of this proposal.
On January 10, 2022, Mr. Kim contacted representatives of J.P. Morgan to discuss the proposed transaction. Mr. Kim indicated that he had a productive discussion with Mr. Elias regarding the proposed merger consideration and the regulatory reverse termination fee and a possible path forward through a bifurcated fee structure, and explained his proposal to representatives of J.P. Morgan. Representatives of J.P. Morgan informed Mr. Kim that they expected Mr. Elias to revert soon with TEGNA’s response.
On January 11, 2022, Mr. Elias and Mr. Kim continued their discussion of the transaction price and the structure and amount of the regulatory reverse termination fee. During this discussion, Mr. Elias indicated that TEGNA would not agree to a regulatory termination construct that required a breach for the payment of any fee. However, Mr. Elias stated that TEGNA would be willing to proceed with the proposed transaction if the purchase price was $24.65 per share, and would be prepared to accept a bifurcated regulatory reverse termination fee structure with a fee of 2.75% of TEGNA’s equity value at the deal price if there was no breach of the merger
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agreement, with the fee increasing to 5.5% if there was a breach of the merger agreement. Mr. Elias also explained that TEGNA’s willingness to agree to a bifurcated fee structure was a significant concession and as a result Standard General and Apollo would need to agree to the robust regulatory efforts covenant that TEGNA’s legal advisors were negotiating.
On January 13, 2022, Mr. Kim communicated to Mr. Elias that Standard General would agree to proceed on the basis of a bifurcated regulatory reverse termination fee structure but only if the purchase price for TEGNA was $23.10 and the regulatory reverse termination fees were 2.25% of TEGNA’s equity value in a no-breach scenario and 4.5% of TEGNA’s equity value in a breach scenario.
On January 14, 2022, Mr. Elias and Mr. Kim continued their discussion of the transaction price and the structure and amount of the regulatory reverse termination fee. During this discussion, Mr. Elias rejected Mr. Kim’s most recent proposal and discussed with Mr. Kim TEGNA’s ongoing positive performance and views on valuation, and indicated that if Standard General were to propose a price above $24.00 per share, TEGNA and its advisors would expeditiously proceed to finalize negotiations on the remaining points.
Also on January 14, 2022, a representative of Party B contacted representatives of J.P. Morgan to inform J.P. Morgan that Party B’s stand-alone performance was improving and it was continuing to look for different structures and financing alternatives to potentially acquire TEGNA.
On January 14, 2022, the Board of Directors held a virtual meeting, which was attended by TEGNA’s management and financial and legal advisors. During the meeting, Mr. Elias and Mr. Lougee provided the Board of Directors with an update on the status of negotiations with Standard General, including the negotiations regarding the merger consideration, the regulatory reverse termination fee (including the proposal by Standard General to bifurcate the amount of this fee if there was a material breach of the regulatory efforts covenant) and the possibility of introducing a “ticking fee” concept to bridge the valuation gap and incentivize Standard General to more expeditiously attempt to obtain regulatory approvals for the transaction. Following discussions regarding these topics, Mr. Elias described to the Board of Directors the recent outreach by Party B to representatives of J.P. Morgan. Also, during this meeting, Mr. Lougee discussed with the Board of Directors TEGNA’s recent and expected financial performance and discussions with distributors and provided a brief business and investor relations update.
On January 18, 2022, representatives of Party B and its financial advisor contacted representatives of J.P. Morgan to inform them that Party B was actively pursuing an updated financing package in order to submit a revised proposal to acquire TEGNA and provided details on Party B’s potential updated financing structure.
Between January 18, 2022 and January 21, 2022, Mr. Elias and Mr. Kim continued to negotiate the open issues in the merger agreement and the ancillary agreements. During this period, Mr. Kim proposed to Mr. Elias merger consideration of $23.70 in cash. Following discussion with TEGNA’s management and financial advisors, Mr. Elias informed Mr. Kim that TEGNA would be prepared to agree to a transaction at $24.50 per share. Mr. Elias also indicated that Standard General could agree to a “ticking fee” if the transaction was not consummated within nine months following signing as a way to bridge the valuation gap and provide additional comfort to TEGNA on Standard General’s efforts to consummate the closing on a more expedited timeline. In addition, Mr. Elias proposed that the amount of the regulatory reverse termination fee be 2.5% of TEGNA’s equity value at the transaction price if there is no breach of the merger agreement or 5% if there is a breach. Mr. Elias also proposed that the financing failure reverse termination fee be 5% of TEGNA’s equity value at the transaction price. The following day, Mr. Kim provided to Mr. Elias a further counteroffer of either $24.00 per share and no ticking fee, or $23.90 per share and a ticking fee of $0.10 cents per month starting nine months after the signing of the merger agreement. Mr. Elias indicated that he believed that $24.00 would be acceptable but only (i) with the ticking fee of $0.05 per month starting after nine months, and escalating to $0.15 per month after 12 months and (ii) if Standard General would accept TEGNA’s remaining positions on the regulatory efforts covenant and certain other open issues. Mr. Kim stated that he would agree to this construct but would need to seek approval from his financing sources.
On January 21, 2022, the Board of Directors held a virtual meeting during which Mr. Elias provided the Board of Directors with an update on the status of negotiations with Standard General and its financing sources, including that there was an agreement (subject to the approval of the Board of Directors) on the price of $24.00 per share and the amount of the financing and regulatory reverse termination fees, and described the
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remaining open issues in the merger agreement such as the regulatory efforts covenant and TEGNA’s “ticking fee” proposal, which was being considered by Standard General and its financing sources. Members of the Board of Directors indicated support for the terms that were negotiated. Mr. Elias also provided an update on interactions with Party B.
On January 24, 2022, Mr. Elias and Mr. Kim continued to discuss the terms of the proposed transaction, with Mr. Kim confirming the agreement on $24.00 per share and a “ticking fee” of $0.05 per month for the period between nine and 12 months following execution of definitive transaction documents, and also indicating that Standard General would accept most of TEGNA’s requests on the regulatory efforts covenant and certain other open points. However, Mr. Kim noted that the amount of the “ticking fee” after 12 months following signing remained an open item, but that he was confident it would be resolved in due course. Based on this discussion, Mr. Elias and Mr. Kim further agreed that the parties and their advisors would expeditiously continue discussing and finalizing the transaction agreements.
On January 24, 2022, representatives of Wachtell Lipton sent representatives of Fried Frank a revised draft of the merger agreement reflecting Mr. Elias’ and Mr. Kim’s agreement, and thereafter the parties continued to discuss and exchange drafts of the merger agreement and the other transaction documents through February 21, 2022, including negotiating the terms of the non-solicitation covenant, the regulatory efforts covenant, the restrictions on TEGNA’s operations between signing and closing, the triggers for the regulatory reverse termination fees, TEGNA’s efforts to assist Standard General in its financing efforts and certain other issues.
On January 31, 2022, the Board of Directors held a virtual meeting during which Mr. Elias and representatives of Wachtell Lipton provided the Board of Directors with an update on the status of negotiations with Standard General and its financing sources, noting that a summary of the current draft merger agreement and the other transaction agreements had been provided to the Board of Directors prior to the meeting. As part of this update, Mr. Elias again described to the Board of Directors the terms that had been agreed with Standard General if the transaction was ultimately approved by the Board of Directors, including (i) that the amount of the merger consideration would be $24.00 per share, (ii) the amount of the “ticking fee” of $0.05 per month for the period between nine and 12 months following execution of definitive transaction documents (with Mr. Elias noting that the amount of the “ticking fee” for months 12 through 15 remained subject to further negotiation), and (iii) the amount of the financing and regulatory reverse termination fees. Mr. Elias summarized for the Board of Directors the various work streams that were in process with respect to the proposed transaction, including an update on Standard General’s efforts to obtain additional preferred equity financing sources. Mr. Elias also discussed with the Board of Directors the potential timeline to reaching the end of negotiations. Mr. Elias reported that TEGNA had not received any updates from Party B. Mr. Lougee then described to the Board of Directors his discussions with Deborah A. McDermott, the CEO of Standard Media, in which Mr. Lougee provided an in-depth overview of TEGNA and discussed the communications plan for TEGNA and Standard Media if a transaction were to be announced.
On February 2, 2022, a representative of Party B contacted representatives of J.P. Morgan to provide an update on its efforts to obtain equity and debt financing for a possible acquisition of TEGNA, including that it was replacing certain of its potential equity financing sources with others. The representative of Party B also indicated that Party B now intended to submit a revised proposal within one to two weeks. Thereafter, on February 21, 2022, a representative of Party B contacted representatives of J.P. Morgan to indicate that Party B was progressing on its efforts to obtain preferred financing and intended to soon submit to TEGNA a term sheet for the preferred equity financing.
Between January 31, 2022 and February 9, 2022, Mr. Elias and Mr. Kim and other representatives of the parties and their respective advisors continued to discuss the open points in the merger agreement, the timing of the proposed transaction, the status of the financing efforts being undertaken by Standard General, including additional preferred equity financing sources that Apollo was seeking to have join the proposed transaction. During this period, the parties also exchanged drafts of the merger agreement and other transaction documents.
On February 10, 2022, Mr. Elias and Mr. Kim and other representatives of TEGNA and Standard General discussed certain open issues in the merger agreement, including the amount of the “ticking fee,” the triggers for the higher regulatory reverse termination fee, the regulatory efforts covenants and TEGNA’s flexibility to negotiate material agreements in the interim period prior to closing, with the parties agreeing as part of these discussions on the amount of the “ticking fee” to be set forth in the merger agreement.
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Between February 11 and 21, 2022, representatives of the parties continued to negotiate the remaining open points in the merger agreement and the other transaction documents, including the efforts required to obtain regulatory approvals, the triggers for the payment of the higher regulatory reverse termination fee, TEGNA’s flexibility to negotiate material agreements in the interim period prior to closing and the terms of the preferred equity commitment letter and limited guarantee. During this period, the parties also exchanged drafts of the merger agreement and other transaction documents.
On February 21, 2022, the Board of Directors held a virtual meeting to discuss and consider whether to approve TEGNA’s entry into definitive transaction documents providing for, among other things, the merger of TEGNA. Representatives of senior management and advisors provided an overview of the proposed transaction’s final economic terms, including the merger consideration of $24.00 per share, with a “ticking fee” of $0.00167 per share per day (or $0.05 per month) if the Closing occurs between nine and 12 months following signing, increasing to $0.0025 per share per day (or $0.075 per month) if the Closing occurs between 12 and 13 months following signing, $0.00333 per share per day (or $0.10 per month) if the Closing occurs between 13 and 14 months following signing, and $0.00417 per share per day (or $0.125 per month) if the closing occurs between 14 and 15 months following signing. Representatives of the financial advisors reviewed with the Board of Directors their final valuation analyses and answered questions from the Board of Directors. Representatives of the financial advisors then rendered to the Board of Directors their respective oral fairness opinions, which were subsequently confirmed in writing on the same date, to the effect that, as of the date of such opinion and subject to the assumptions, limitations, qualifications and other matters considered in the preparation thereof as set forth in each such opinion, the $24.00 in cash, without interest, to be received by TEGNA stockholders in the merger pursuant to the merger agreement was fair, from a financial point of view, to such holders. Thereafter, representatives of Wachtell Lipton discussed with the Board of Directors its fiduciary duties under Delaware law in connection with considering the approval of a potential sale of TEGNA. Representatives of Wachtell Lipton then summarized the terms of the draft of the merger agreement and other transaction documents, representatives of Covington discussed with the Board of Directors the regulatory approval process for the proposed transaction, and representatives of Wachtell Lipton and Covington answered questions from the Board of Directors regarding the transaction documents and the proposed transaction. The Board of Directors thereafter discussed with TEGNA’s management and the financial and legal advisors their perspectives on the proposed transaction, including that Party B had not submitted any updated proposal. After further discussion and deliberation, the Board of Directors unanimously approved the merger agreement and the other transaction documents, the merger and the other transactions, and resolved to recommend that TEGNA stockholders adopt the merger agreement.
Also on February 21, 2022, the board of directors of Parent, Merger Sub and CMG held a virtual meeting to discuss and consider whether to approve the applicable Parent Restructuring Entities’ entry into definitive transaction documents providing for, among other things, the merger of TEGNA. Early in the morning of February 22, 2022, Parent’s, Merger Sub’s and CMG’s board of directors unanimously approved by written consent the merger agreement and the other transaction documents, the merger and the other transactions.
Following approval by the respective boards of directors, early in the morning of February 22, 2022, the parties executed the final transaction documents and issued a joint press release announcing the transaction.
On March 10, 2022, TEGNA, Parent, Merger Sub, and, solely for purposes of certain provisions specified therein, the other Parent Restructuring Entities, entered into an amendment to the Merger Agreement (the “Amendment”). The Amendment provides, among other things and subject to the terms and conditions set forth therein, that certain regulatory efforts covenants will apply with respect to certain station transfers from Parent or an affiliate of Parent to CMG or an affiliate of CMG that are contemplated to be consummated as of immediately following the Effective Time.
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Recommendation of the Board of Directors and Reasons for the Merger
Recommendation of the Board of Directors
The Board of Directors has unanimously: (i) determined that the transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of TEGNA and its stockholders; (ii) approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger; (iii) resolved to recommend that the TEGNA stockholders adopt the Merger Agreement; and (iv) directed that the adoption of the Merger Agreement be submitted for consideration by the TEGNA stockholders at the Special Meeting.
The Board of Directors unanimously recommends that you vote: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.
Reasons for the Merger
In the course of reaching its determination and recommendation, the Board of Directors consulted with TEGNA management, Wachtell Lipton, Covington, J.P. Morgan and Greenhill. The Board of Directors considered a number of factors, including those below (which are not listed in any relative order of importance), all of which it viewed as generally supporting its (i) approval of the execution and delivery of the Merger Agreement by TEGNA, the performance by TEGNA of its covenants and other obligations under the Merger Agreement, and the consummation of the Merger upon the terms and subject to the conditions set forth in the Merger Agreement; and (ii) resolution to recommend that the TEGNA stockholders adopt the Merger Agreement in accordance with the DGCL:
the current and historical market prices of TEGNA common stock, including the market performance of TEGNA common stock relative to those of other participants in TEGNA’s industry and general market indices, and the fact that the Base Per Share Merger Consideration constituted a premium of 39.0% over TEGNA’s closing stock price of $17.26 on September 14, 2021 (the last trading day before market rumors about the potential acquisition of TEGNA appeared in the media), a premium of 38.0% over TEGNA’s 20-trading day volume-weighted average share price through that date, and a premium of 11.0% over TEGNA’s all-time high closing price since separation from the Gannett publishing business in 2015;
Risks associated with continuing to operate TEGNA as a standalone broadcasting company, including risks related to TEGNA’s long-term strategic plan, industry trends and changes in laws and regulations affecting the broadcasting industry, including FCC regulatory, legislative or implementation initiatives that could affect TEGNA’s operations and business condition;
the Board of Directors’ belief that TEGNA had engaged in an extensive and lengthy review of strategic alternatives over the past two years, with the assistance of J.P. Morgan, Greenhill and other strategic advisors, which explored solicited and unsolicited interest in potential transactions, both within and adjacent to broadcasting, including with those parties that were believed to be the most able and willing to transact, as more fully described above in the section of this proxy statement captioned “—Background of the Merger”;
the fact that the pool of potential acquirers of TEGNA could continue to decrease due to industry consolidation trends and the potential for continuing regulatory constraints on ownership of television stations and other media interests;
the belief of the Board of Directors, based upon the course of negotiations with Standard General (as more fully described above in the section of this proxy statement captioned “—Background of the Merger”), that the Per Share Merger Consideration represents the highest price that Parent was willing to pay and that the terms of the Merger Agreement include the most favorable terms to the Company, in the aggregate, to which Parent was willing to agree;
the Board of Director’s view as to the timing and likelihood of the consummation of the Merger, in light of the required regulatory approvals, the commitments made by the Parent Restructuring Entities to obtain such approvals (including the fact that the Parent Restructuring Entities are required to use
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reasonable best efforts to take action in order to obtain the required regulatory approvals of the Merger, as more fully described in the section of this proxy statement captioned “The Merger Agreement—Other Covenants—Efforts to Consummate the Merger”) and the conditions to Closing contained in the Merger Agreement;
the view of the Board of Directors that the Per Share Merger Consideration was more favorable to TEGNA stockholders on a risk-adjusted basis than the potential value that might result from other alternatives reasonably available to TEGNA, based upon the Board of Directors’ extensive knowledge of TEGNA’s business, assets, financial condition and results of operations, its competitive position and historical and projected financial performance, and the belief that the Per Share Merger Consideration represented an attractive and comparatively certain value for TEGNA stockholders relative to the risk-adjusted prospects for TEGNA on a standalone basis;
the financial analysis presentations of each of J.P. Morgan and Greenhill and the oral fairness opinions of each of J.P. Morgan and Greenhill, subsequently confirmed in writing, to the effect that, as of February 21, 2022, and based upon and subject to the various factors, qualifications, limitations and assumptions set forth therein, $24.00 per share to be paid to TEGNA stockholders in the Merger was fair, from a financial point of view, to such holders, as more fully described below in the sections of this proxy statement captioned “—Opinion of J.P. Morgan Securities LLC” and “—Opinion of Greenhill & Co., LLC,” which full text of the written opinions are attached as Annex B and Annex C, respectively, to this proxy statement and are incorporated by reference in this proxy statement in their entirety;
the terms and conditions of the Merger Agreement and the other transaction documents, including the following:
TEGNA’s ability to terminate the Merger Agreement in order to accept a Company Superior Proposal, subject to certain requirements contained in the Merger Agreement and paying Parent a termination fee of $163 million, as more fully described below in the section of this proxy statement captioned “The Merger Agreement—Termination Fees,” an amount which the Board of Directors believed, based upon the advice of its financial and legal advisors, would be unlikely to deter third parties from making Company Takeover Proposals;
the conditions to Closing contained in the Merger Agreement, which are limited in number and scope, and which, in the case of the condition related to the accuracy of TEGNA’s representations and warranties, is generally subject to a Company Material Adverse Effect (as defined in the section of this proxy statement captioned “The Merger Agreement—Representations and Warranties”) qualification;
the requirement that the Merger Agreement be adopted by the affirmative vote of the holders of a majority of the outstanding shares of TEGNA common stock;
the fact that TEGNA has sufficient operating flexibility to conduct its business prior to the consummation of the Merger;
the provision of the Merger Agreement allowing the Board of Directors to effect a Company Adverse Recommendation Change and to terminate the Merger Agreement, in certain circumstances relating to the presence of a Company Superior Proposal (or to effect a change of recommendation in response to an intervening event), subject to the applicable procedures, terms and conditions set forth in the Merger Agreement (including, if applicable, payment of termination fees) (for more information, see the sections of this proxy statement captioned “The Merger Agreement—The Board of Directors’ Recommendation; Company Adverse Recommendation Change,” “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Termination Fees”);
the absence of a financing condition in the Merger Agreement;
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the Outside Date of November 22, 2022, with the ability to extend under certain circumstances, as more fully described in the section of this proxy statement captioned “The Merger Agreement—Termination of the Merger Agreement” allowing for sufficient time to complete the Merger;
that Parent has obtained the committed Debt Financing for the transaction from reputable financial institutions and the committed Preferred Securities Financing for the transaction from reputable financing sources that together provide funding of an amount sufficient to cover the aggregate Per Share Merger Consideration, all fees and expenses payable by Parent, Merger Sub or TEGNA and the repayment or refinancing of any indebtedness required to be repaid or refinanced;
the obligation of Parent and Merger Sub to use reasonable best efforts to consummate the Debt Financing and the Preferred Securities Financing and the limited number and nature of the conditions to the Debt Financing and the Preferred Securities Financing;
TEGNA’s ability, under circumstances specified in the Merger Agreement, to specifically enforce Parent’s obligation to enforce the Debt Financing and the Preferred Securities Financing and to cause Parent to cause the parties to the Preferred Securities Financing to fund their respective contributions as contemplated by the Merger Agreement and the Preferred Securities Commitment Letter; and
the requirement that, in the event of a failure of the Merger to be consummated under certain circumstances, Parent will pay the Company a termination fee of either $272 million or $136 million (the obligation to pay such amounts being guaranteed by the SG Holders and CMG, subject to an aggregate cap equal to $272 million), and the fact that under certain circumstances, the Apollo Funds have agreed to backstop the guarantee provided by CMG, pursuant to the terms of a limited guarantee, as more fully described in the section of this proxy statement captioned “—Financing of the Merger—Preferred Securities Financing” and “—Financing of the Merger—Guarantee”;
the availability of appraisal rights under Delaware law to TEGNA stockholders who do not vote in favor of the adoption of the Merger Agreement and comply with all of the required procedures under Delaware law, which provides those eligible stockholders with an opportunity to have the Delaware Court of Chancery determine the fair value of their shares, which may be more than, less than, or the same as the amount such stockholders would have received under the Merger Agreement;
the fact that, in the absence of the Merger, TEGNA would continue to incur significant expenses by remaining a public company, including legal, accounting, transfer agent, printing and filing fees, and that those expenses could adversely affect TEGNA’s financial performance and the value of its shares;
the view of the Board of Directors that Standard General understands the importance of employee retention, TEGNA’s purpose and TEGNA’s commitment to ESG, diversity and inclusion, and Parent’s agreement to abide by the covenant more fully described below in the section of this proxy statement captioned “The Merger Agreement—Other Covenants—Company Purpose, Programs and Goals”;
the fact that this process, even after media coverage regarding TEGNA’s discussions with potentially interested parties, including Standard General, did not result in any proposals to acquire TEGNA that the Board of Directors believed were more likely to create greater value and certainty of value for the TEGNA stockholders than the Merger, taking into account risk of execution as well as business, competitive, industry and market risks;
the fact that the Base Per Share Merger Consideration is fixed and that the Per Share Merger Consideration will not fluctuate based upon changes in the market price of TEGNA’s publicly traded shares;
that the Merger Agreement was unanimously approved by the Board of Directors, which is composed of a majority of independent directors (11 of 12) who are not employees of TEGNA (and none of whom are affiliated with Standard General), and which retained and received advice from TEGNA’s financial and legal advisors in evaluating, negotiating and recommending the terms of the Merger Agreement; and
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the fact that the Merger Agreement (i) permits TEGNA to continue to pay to the TEGNA stockholders regular quarterly cash dividends in an amount not to exceed $0.095 per share per quarter (with record dates consistent with the record dates customarily used by TEGNA for the payment of quarterly cash dividends) and (ii) if the date on which the Merger closes occurs after November 22, 2022, provides for payment of the Per Share Ticking Fee, in each case effectively increasing the potential amount payable to the TEGNA stockholders through the Closing, as more fully described below in the section of this proxy statement captioned “The Merger Agreement—Merger Consideration.”
The Board of Directors was also aware of and considered a number of risks and other factors concerning the Merger as generally negative or unfavorable, including the following (which risks and factors are not necessarily presented in order of relative importance):
the fact that TEGNA would no longer exist as an independent, publicly traded company, and stockholders would no longer participate in any future earnings or growth and would not benefit from any potential future appreciation in value of TEGNA;
the risks and costs to TEGNA if the Merger is not completed in a timely manner or at all, including the potential adverse effect on TEGNA’s ability to attract and retain key personnel, the diversion of TEGNA management and employee attention and the potential disruptive effect on TEGNA’s day-to-day operations and TEGNA’s relationships with customers, suppliers and other third parties, any or all of such risks and costs, among other things, could adversely affect TEGNA’s overall competitive position and the trading price of its common stock;
the requirement under certain circumstances that TEGNA pay Parent a termination fee following termination of the Merger Agreement, including if the Merger Agreement is terminated by TEGNA in order to enter into a Company Superior Proposal or by Parent because the Board of Directors effects a Company Adverse Recommendation Change;
if Parent fails to complete the Merger for the certain reasons more fully described below in the section of this proxy statement captioned “The Merger Agreement—Termination Fees,” remedies may be limited to the termination fee payable by Parent described above, which may be inadequate to compensate TEGNA for the damage caused, that such termination fee may not be available in all instances where the Merger is not consummated and, even if available, rights and remedies may be expensive and difficult to enforce, and the success of any such action may be uncertain;
the restrictions on the conduct of TEGNA’s business prior to the consummation of the Merger, which may delay or prevent TEGNA from undertaking business opportunities that may arise before the completion of the Merger and that, absent the Merger Agreement, TEGNA might have pursued;
that an all-cash transaction would be taxable for U.S. federal income tax purposes;
the fact that under the terms of the Merger Agreement, TEGNA is unable to solicit other Company Acquisition Proposals;
the significant costs involved in connection with entering into the Merger Agreement and completing the Merger (many of which are payable whether or not the Merger is consummated) and the substantial time and effort of TEGNA management required to complete the Merger, which may disrupt its business operations and have a negative effect on its financial results;
the risk that the Merger might not be completed and the effect of the resulting public announcement of termination of the Merger Agreement on the trading price of TEGNA common stock;
the fact that the completion of the Merger requires certain regulatory clearances and consents, including under applicable antitrust laws and with respect to the FCC Applications and FCC Consent, which clearances and consents could subject the Merger to unforeseen delays and risks;
the risk that regulatory agencies may impose terms and conditions on their approvals, including potentially requiring the divestiture of certain television stations, that may materially delay the Closing;
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the fact that TEGNA’s directors and officers may have interests in the Merger that may be different from, or in addition to, those of TEGNA’s stockholders generally (as more fully described above in the section of this proxy statement captioned “—Interests of TEGNA’s Executive Officers and Directors in the Merger”);
the possibility that Parent will be unable to obtain all or a portion of the Debt Financing or the Preferred Securities Financing; and
the possible loss of key management or other personnel of TEGNA during the pendency of the Merger.
The foregoing discussion of reasons for the recommendation to adopt the Merger Agreement is not meant to be exhaustive but addresses the material information and factors considered by the Board of Directors in consideration of its recommendation. In view of the wide variety of factors considered by the Board of Directors in connection with its evaluation of the Merger and the complexity of these matters, the Board of Directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. Rather, in considering the information and factors described above, individual members of the Board of Directors each applied his or her own personal business judgment to the process and may have given differing weights to differing factors. The Board of Directors based its unanimous recommendation on the totality of the information presented. The explanation of the factors and reasoning set forth above contain forward-looking statements that should be read in conjunction with the section of this proxy statement captioned “Forward-Looking Statements.”
Opinion of J.P. Morgan Securities LLC
Pursuant to an engagement letter, TEGNA retained J.P. Morgan as its financial advisor in connection with the Merger.
At the meeting of the Board of Directors on February 21, 2022, J.P. Morgan rendered its oral opinion to the Board of Directors that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the $24.00 in cash per share of TEGNA common stock to be paid to the TEGNA stockholders in the Merger was fair, from a financial point of view, to such stockholders. J.P. Morgan has confirmed its February 21, 2022 oral opinion by delivering its written opinion to the Board of Directors, dated February 22, 2022, that, as of such date, the $24.00 in cash per share of TEGNA common stock to be paid to the TEGNA stockholders in the Merger was fair, from a financial point of view, to such stockholders.
The full text of the written opinion of J.P. Morgan, dated February 22, 2022, which sets forth, among other things, the assumptions made, matters considered and limits on the review undertaken, is attached as Annex B to this proxy statement and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. The TEGNA stockholders are urged to read the opinion in its entirety. J.P. Morgan’s written opinion was addressed to the Board of Directors (in its capacity as such) in connection with and for the purposes of its evaluation of the Merger, was directed only to the fairness from a financial point of view to the TEGNA stockholders of $24.00 in cash per share of TEGNA common stock to be paid in the Merger and did not address any other aspect of the Merger, including the Additional Consideration (as defined in the Merger Agreement). J.P. Morgan expressed no opinion as to the fairness of any consideration to be paid in connection with the Merger to the holders of any other class of securities, creditors or other constituencies of TEGNA or as to the underlying decision by TEGNA to engage in the Merger. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. J.P. Morgan’s opinion does not constitute a recommendation to any TEGNA stockholder as to how such stockholder should vote with respect to the Merger or any other matter.
In arriving at its opinion, J.P. Morgan, among other things:
reviewed the Merger Agreement;
reviewed certain publicly available business and financial information concerning TEGNA and the industries in which it operates;
compared the proposed financial terms of the Merger with the publicly available financial terms of certain transactions involving companies J.P. Morgan deemed relevant and the consideration paid for such companies;
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compared the financial and operating performance of TEGNA with publicly available information concerning certain other companies J.P. Morgan deemed relevant and reviewed the current and historical market prices of TEGNA common stock and certain publicly traded securities of such other companies;
reviewed certain internal financial analyses and forecasts prepared by the management of TEGNA relating to its business; and
performed such other financial studies and analyses and considered such other information as J.P. Morgan deemed appropriate for the purposes of its opinion.
In addition, J.P. Morgan held discussions with certain members of the management of TEGNA with respect to certain aspects of the Merger, and the past and current business operations of TEGNA, the financial condition and future prospects and operations of TEGNA, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.
In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by TEGNA, the Apollo Funds, the Ares Funds and the Parent Restructuring Entities or otherwise reviewed by or for J.P. Morgan. J.P. Morgan did not independently verify any such information or its accuracy or completeness and, pursuant to its engagement letter with TEGNA, J.P. Morgan did not assume any obligation to undertake any such independent verification. J.P. Morgan did not conduct and was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of TEGNA, any of the Parent Restructuring Entities, or any of the Apollo Funds or the Ares Funds under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, J.P. Morgan assumed that they had been reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by TEGNA management as to the expected future results of operations and financial condition of TEGNA to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts or the assumptions on which they were based. J.P. Morgan also assumed that the Merger and the other transactions contemplated by the Merger Agreement will be consummated as described in the Merger Agreement. J.P. Morgan also assumed that the respective representations and warranties made by TEGNA, the Parent Restructuring Entities in the Merger Agreement and the related agreements were and will be true and correct in all respects material to J.P. Morgan’s analysis. J.P. Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to TEGNA with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the Merger will be obtained without any adverse effect on TEGNA or on the contemplated benefits of the Merger.
The projections furnished to J.P. Morgan were prepared by TEGNA management, as discussed more fully in the section of this proxy statement captioned “—Management Projections.” TEGNA does not publicly disclose internal long-term forecasts or management projections of the type provided to J.P. Morgan in connection with J.P. Morgan’s analysis of the Merger, and such projections were not prepared with a view toward public disclosure. These projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of TEGNA management, including, without limitation, the effect of regulatory, political and macroeconomic factors which are inherently difficult to project. Accordingly, actual results could vary significantly from those set forth in such projections. For more information regarding the use of projections and other forward-looking statements, please refer to the section of this proxy statement captioned “—Management Projections.”
J.P. Morgan’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. J.P. Morgan’s opinion noted that subsequent developments may affect J.P. Morgan’s opinion and that J.P. Morgan does not have any obligation to update, revise, or reaffirm such opinion. J.P. Morgan’s opinion was limited to the fairness, from a financial point of view, of the $24.00 in cash per share of TEGNA common stock to be paid to the TEGNA stockholders in the Merger, and J.P. Morgan expressed no opinion as to the fairness of any consideration to be paid in connection with the Merger to the holders of any other class of securities, creditors or other constituencies of TEGNA or as to the underlying decision by TEGNA to engage in the Merger. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the Merger, or any class of such persons relative to the $24.00 in cash per share of TEGNA common stock in the
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Merger or with respect to the fairness of any such compensation. J.P. Morgan expressed no opinion as to the price at which TEGNA common stock will trade at any future time. In addition, J.P. Morgan expressed no opinion on the Additional Consideration (as defined in the Merger Agreement).
The terms of the Merger Agreement were determined through arm’s-length negotiations between TEGNA and Parent, and the decision to enter into the Merger Agreement was solely that of the Board of Directors. J.P. Morgan’s opinion and financial analyses were only one of the many factors considered by the Board of Directors in its evaluation of the Merger and should not be viewed as determinative of the views of the Board of Directors or TEGNA management with respect to the Merger or the Per Share Merger Consideration.
In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodologies in rendering its opinion to the Board of Directors on February 21, 2022 and contained in the presentation delivered to the Board of Directors on such date in connection with the rendering of such opinion. The following is a summary of the material financial analyses utilized by J.P. Morgan in connection with rendering its opinion to the Board of Directors and does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses.
Public Trading Multiples. Using publicly available information, J.P. Morgan compared selected financial data of TEGNA with similar data for selected publicly traded companies engaged in businesses which J.P. Morgan judged to be analogous to TEGNA. The companies selected by J.P. Morgan were:
Nexstar Media Group, Inc.
E.W. Scripps Company
Gray Television, Inc.
These companies were selected, among other reasons, because they are publicly traded companies with operations and businesses that, for the purposes of J.P. Morgan’s analysis, may be considered sufficiently similar to those of TEGNA based on business sector participation, operational characteristics and financial metrics. None of the selected companies reviewed is identical to TEGNA. Certain of these companies may have characteristics that are materially different from those of TEGNA. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies differently than they would affect TEGNA.
Using information obtained from the selected companies’ public filings, Wall Street research analyst estimates available as of February 18, 2022 and FactSet Research Systems, J.P. Morgan calculated for TEGNA and each selected company the ratio of such company’s firm value (“FV”) (calculated as the market value of TEGNA common stock on a fully diluted basis, plus any debt, minority interest and unfunded pension liabilities, less cash and cash equivalents and any unconsolidated investments) to the consensus equity research analyst estimate for such company’s earnings before interest, taxes, depreciation and amortization and post-stock based compensation (“Adj. EBITDA (post-SBC)”) for the average of calendar years 2021 and 2022, which J.P. Morgan refers to as Adj. FV / ’21E-’22E Avg EBITDA (post SBC). J.P. Morgan also calculated for TEGNA and each selected company the ratio of such company’s equity value (“EV”) (calculated as the market value of TEGNA common stock on a fully diluted basis) to the consensus equity research analyst estimate for such company’s levered free cash flow (“LFCF”) (calculated as EBITDA less change in net working capital, net interest expenses, capital expenditures, taxes and mandatory debt payments) for the average of calendar years 2021 and 2022, which J.P. Morgan refers to as Adj. EV / ’21E-’22E Avg LFCF. The following table represents the results of this analysis:
 
Adj. FV/EBITDA (post-SBC)
Adj. EV/LFCF
 
Avg ’21A – ’22E
Avg ’21A – ’22E
Company Unaffected(1)
6.8x
5.9x
Selected Companies
7.8x ~ 8.4x
4.4x ~ 5.9x
(1)
Based on the trading price of TEGNA common stock as of September 14, 2021, the last trading day before market rumors about the potential acquisition of TEGNA appeared in the media.
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Based on the results of this analysis and other factors that J.P. Morgan considered appropriate in its professional judgment, J.P. Morgan selected (i) an Adj. FV/ ’21E-’22E Avg EBITDA (post-SBC) multiple reference range for TEGNA of 6.75x to 8.50x and (ii) an Adj. EV/ ’21E-’22E Avg LFCF multiple reference range for TEGNA of 4.50x. to 6.00x. After applying such range to the (i) projected average of 2021 actual and 2022 estimated EBITDA (post-SBC) and (ii) projected average of 2021 actual and 2022 estimated LFCF, the analysis indicated a range of implied per share equity values (rounded to the nearest $0.25) for TEGNA common stock of $19.00 to $27.75 (EBITDA (post-SBC)) and $13.50 to $18.00 (LFCF), which was compared to (i) the unaffected closing price of TEGNA common stock of $17.26 as of September 14, 2021, (ii) the closing price of TEGNA common stock of $20.95 as of February 18, 2022 and (iii) $24.00 in cash per share of TEGNA common stock. The projections used by J.P. Morgan for the calculation of these implied per share equity values were from the “weighted average case” prepared by TEGNA management and described in the section of this proxy statement captioned “—Management Projections.”
Selected Transaction Analysis. Using publicly available information, J.P. Morgan examined selected transactions involving companies engaged in businesses which J.P. Morgan judged to be sufficiently analogous to the business of TEGNA or aspects thereof. For each of the selected transactions. J.P. Morgan calculated the firm value of the target company in such transaction as a multiple of the Last Eight Quarter Average (“L8QA”) Adj. EBITDA (post-SBC), which J.P. Morgan calculates as the sum of the target company’s Adj. EBITDA for the eight most recent quarters ending immediately prior to the announcement date, divided by two, and refers to as FV/L8QA Adj. EBITDA (post-SBC). The FV/L8QA Adj. EBITDA (post-SBC) ranged from 7.6x to 12.4x. The transactions considered were as follows:
Month/Year Announced
Acquirer
Target
February 2013
Sinclair Broadcast Group, Inc.
Barrington Broadcasting Group, LLC
(18 TV stations)
April 2013
Sinclair Broadcast Group, Inc.
Fisher Communications
June 2013
Gannett Co., Inc.
Belo Corporation
June 2013
Media General, Inc.
Young Broadcasting, LLC
July 2013
Tribune Media Company
Local TV Holdings, LLC
July 2013
Sinclair Broadcast Group, Inc.
The Allbritton Communications Company
(7 TV stations)
December 2013
Meredith Corporation
Gannett Co., Inc.
August 2014
Media General, Inc.
LIN Media LLC
January 2016
Nexstar Media Group, Inc.
Media General, Inc.
April 2017
Sinclair Broadcast Group, Inc.
Bonten Media Group Holdings, Inc.
May 2017
Sinclair Broadcast Group, Inc.
Tribune Media Company
December 2017
TEGNA Inc.
KFMB-AM-FM-TV
June 2018
Gray Television, Inc.
Raycom Media, Inc.
October 2018
E.W. Scripps Company
Cordillera Communications, LLC (15 TV stations)
December 2018
Nexstar Media Group, Inc.
Tribune Media Company
February 2019
Apollo Management
Cox Media Company
March 2019
TEGNA Inc.
Nexstar Media Group, Inc./Tribune Media Company (11 TV stations)
March 2019
E.W. Scripps Company
Nexstar Media Group, Inc./Tribune Media Company (8 TV stations)
June 2019
TEGNA Inc.
Dispatch Broadcast Group (TV and radio stations)
September 2020
E.W. Scripps Company
ION Media
February 2021
Gray Television, Inc.
Quincy Media, Inc.
April 2021
Allen Media Group, LLC
Gray Television, Inc. (10 TV stations)
May 2021
Gray Television, Inc.
Meredith Corporation’s Local Media Group
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None of the selected transactions reviewed was identical to the Merger. Certain of these transactions may have characteristics that are materially different from those of the Merger. However, the transactions selected were chosen because the participants in and certain other aspects of the transactions, for purposes of J.P. Morgan’s analysis, may be considered similar to the participants in and aspects of the Merger. The analyses necessarily involved complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the transactions differently than they would affect the Merger.
Based on the results of this analysis and other factors that J.P. Morgan considered appropriate, J.P. Morgan selected a multiple reference range of 8.25x – 11.00x. After applying such range to the average of 2020 and 2021 actual EBITDA (post-SBC), the analysis indicated a range of per share equity values (rounded to the nearest $0.25) for TEGNA common stock of $21.75 to $33.75.
Discounted Cash Flow Analysis. J.P. Morgan conducted a discounted cash flow analysis for the purpose of determining the fully diluted equity value per share for TEGNA common stock. A discounted cash flow analysis is a method of evaluating an asset using estimates of the future cash flows generated by the asset and taking into consideration the time value of money with respect to those cash flows by calculating the current value of the cash flows generated by the asset, which we refer to as the present value and which is obtained by discounting those cash flows back to the present using a discount rate that takes into account macro-economic assumptions and estimates of risk, the opportunity cost of capital and other appropriate factors. The present value of all future cash flows generated by the asset for periods beyond the projections period is referred to as terminal value.
J.P. Morgan calculated the unlevered free cash flows that TEGNA is expected to generate during fiscal years 2022E and 2023E based upon projections from the “weighted average case” prepared by TEGNA management and described above in the section of this proxy statement captioned “—Management Projections.” J.P. Morgan also calculated a range of terminal values for TEGNA at the end of this period by applying terminal growth rates ranging from (2.5%) to (1.5%) provided by TEGNA management, to estimates of the unlevered terminal free cash flows for TEGNA, which included assumptions for terminal period EBITDA margin and other cash flow items provided by TEGNA management. J.P. Morgan then discounted the unlevered free cash flow estimates and the range of terminal values to present value as of December 31, 2021 using discount rates ranging from 7.00% to 8.00%. Then J.P. Morgan subtracted net debt, redeemable noncontrolling interests and unfunded pension liability and added equity investments to derive an implied equity value, which it then divided by the number of fully diluted shares, as provided by management of TEGNA, to obtain a range of implied per share equity values (rounded to the nearest $0.25) for TEGNA common stock of $18.50 to $25.50.
Miscellaneous. The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by J.P. Morgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. J.P. Morgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its fairness opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of J.P. Morgan with respect to the actual value of TEGNA. The order of analyses described does not represent the relative importance or weight given to those analyses by J.P. Morgan. In arriving at its opinion, J.P. Morgan did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, J.P. Morgan considered the totality of the factors and analyses performed in determining its opinion.
Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected companies reviewed as described in the summary of the public trading multiples analysis or the selected transaction analysis is identical to TEGNA, and none of the selected transactions reviewed was identical to the Merger. However, the companies for the public trading multiples analysis were selected because they are
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publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar to those of TEGNA. The transactions selected for the precedent transaction multiples analysis were similarly chosen because their participants, size and other factors, for purposes of J.P. Morgan’s analysis, may be considered similar to the Merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to TEGNA and the transactions compared to the Merger.
As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise TEGNA with respect to the Merger on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with TEGNA and the industries in which it operates.
For services rendered in connection with the Merger and the delivery of the opinion, TEGNA has agreed to pay J.P. Morgan a fee of approximately $68 million, of which $5 million became payable upon delivery of the opinion and the remainder of which is contingent and payable only upon the Closing. In addition, TEGNA has agreed to reimburse J.P. Morgan for its expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement.
During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with TEGNA, for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting as joint lead bookrunner on an offering of debt securities of TEGNA in September 2020. During the two years preceding the date of J.P. Morgan’s opinion, neither J.P. Morgan nor its affiliates have had any material financial advisory or other material commercial or investment banking relationships with Standard General, an affiliate of Parent, nor with CNM, a portfolio company of Standard General.
During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with Apollo, an affiliate of the Apollo Funds, CMG (f/k/a Terrier Media Buyer, Inc.), an Apollo portfolio company, and with other Apollo portfolio companies, for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting as joint lead arranger on an Apollo credit facility in September 2020 and providing debt syndication, debt underwriting and financial advisory services to Apollo portfolio companies, including having acted as joint lead arranger and bookrunner on credit facilities of CMG in June 2020 and February 2021.
During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with Ares Management Corporation (“Ares Management”), an affiliate of the Ares Funds, and with Ares Management portfolio companies for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting as joint lead bookrunner on an offering of equity securities of Ares Management in April 2021 and joint lead bookrunner on offerings of debt securities of Ares Management in June 2021 and January 2022 and providing debt syndication, debt underwriting and financial advisory services to Ares Management portfolio companies.
J.P. Morgan’s commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of TEGNA, Apollo, Apollo portfolio companies and Ares Management portfolio companies, for which it receives customary compensation or other financial benefits. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 1% of the outstanding common stock of each of TEGNA, Apollo and Ares Management. In the ordinary course of their businesses, J.P. Morgan and its affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of TEGNA, Apollo or Ares Management for their own account or for the accounts of customers and, accordingly, J.P. Morgan and its affiliates may at any time hold long or short positions in such securities or other financial instruments. During the two-year period preceding the date of J.P. Morgan’s opinion, the aggregate fees recognized by J.P. Morgan from TEGNA were approximately $2 million, from Standard General were approximately $0, from Apollo were approximately $115 million and from Ares Management were approximately $50 million.
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Opinion of Greenhill & Co., LLC
Pursuant to an engagement letter between TEGNA and Greenhill, TEGNA retained Greenhill as its financial advisor in connection with the Merger.
At the meeting of the Board of Directors on February 21, 2022, Greenhill rendered its oral opinion to the Board of Directors that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Greenhill in preparing its opinion, the $24.00 in cash per share of TEGNA common stock to be paid to the TEGNA stockholders in the Merger was fair, from a financial point of view, to such stockholders. Greenhill has confirmed its February 21, 2022 oral opinion by delivering its written opinion to the Board of Directors, dated February 22, 2022, that, as of such date, the $24.00 in cash per share of TEGNA common stock to be paid to the TEGNA stockholders in the Merger was fair, from a financial point of view, to such stockholders.
The full text of the written opinion of Greenhill, dated February 22, 2022, which sets forth, among other things, the assumptions made, matters considered and limits on the review undertaken, is attached as Annex C to this proxy statement and is incorporated herein by reference. The summary of the opinion of Greenhill set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. The TEGNA stockholders are encouraged to read the opinion carefully and in its entirety.
Greenhill’s written opinion was addressed to the Board of Directors (in its capacity as such) in connection with and for the purposes of its evaluation of the Merger, was directed only to fairness from a financial point of view to the TEGNA stockholders of $24.00 in cash per share of TEGNA common stock and did not address any other aspect of the Merger, including the Additional Consideration (as defined in the Merger Agreement). Greenhill expressed no opinion as to the fairness of the consideration to the holders of any other class of securities, creditors or other constituencies of TEGNA or as to the underlying decision by TEGNA to engage in the Merger. Greenhill’s opinion was approved by a fairness opinion committee. The opinion does not constitute a recommendation to any TEGNA stockholder as to how such stockholder should vote with respect to the Merger or any other matter.
In arriving at its opinion, Greenhill, among other things:
reviewed the Merger Agreement and certain related documents;
reviewed certain publicly available financial statements of TEGNA;
reviewed certain other publicly available business and financial information relating to TEGNA;
reviewed certain information, including financial forecasts and other financial and operating data, concerning TEGNA supplied to or discussed with Greenhill by the management of TEGNA, including relevant financial forecasts relating to TEGNA as prepared by the management of TEGNA and approved for Greenhill’s use by TEGNA (the “Forecasts”);
discussed the past and present operations and financial condition and the prospects of TEGNA with senior executives of TEGNA;
reviewed the historical market prices and trading activity for TEGNA common stock and analyzed its implied valuation multiples;
compared the consideration comprised of $24.00 in cash per share with values for TEGNA common stock derived based on the financial terms, to the extent publicly available, of certain transactions that Greenhill deemed relevant;
compared $24.00 in cash per share of TEGNA common stock with values for TEGNA common stock derived based on certain financial information and trading valuations of certain publicly traded companies that Greenhill deemed relevant;
compared $24.00 in cash per share of TEGNA common stock to present values for TEGNA common stock derived by discounting future cash flows and a terminal value for TEGNA at discount rates Greenhill deemed appropriate;
participated in discussions and negotiations among representatives of TEGNA and its legal advisors; and
performed such other analyses and considered such other factors as Greenhill deemed appropriate.
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In giving its opinion, Greenhill assumed and relied upon, without independent verification, the accuracy and completeness of the information and data publicly available, supplied or otherwise made available to, or reviewed by or discussed with, Greenhill by TEGNA management. With respect to the Forecasts, Greenhill assumed that they were reasonably prepared on a basis reflecting the best currently available estimates and good-faith judgments of TEGNA management, and Greenhill relied upon the Forecasts in arriving at Greenhill’s opinion. Greenhill expressed no opinion with respect to the Forecasts or the assumptions upon which they are based. Greenhill did not make any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of TEGNA, nor was Greenhill furnished with any such evaluation or appraisal. Greenhill assumed that the Merger will be consummated in accordance with the terms set forth in the Merger Agreement, and without waiver or modification of any terms or conditions the effect of which would be in any way meaningful to Greenhill’s analysis. Greenhill further assumed that all governmental, regulatory and other consents and approvals necessary for the consummation of the Merger will be obtained without any effect on TEGNA or the Merger in any way meaningful to its analysis. Greenhill is not a legal, regulatory, accounting or tax expert and relied on the assessments made by TEGNA and the Parent and their respective advisors with respect to such issues. Greenhill’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Greenhill as of, February 22, 2022. It should be understood that subsequent developments may affect Greenhill’s opinion, and Greenhill does not have any obligation to update, revise or reaffirm its opinion.
The projections furnished to Greenhill were prepared by TEGNA management. TEGNA does not publicly disclose internal long-term forecasts or projections of the type provided to Greenhill in connection with Greenhill’s analysis of the Merger, and such projections were not prepared with a view toward public disclosure. These projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of TEGNA management, including, without limitation, the effect of regulatory, political and macroeconomic factors which are inherently difficult to project. Accordingly, actual results could vary significantly from those set forth in such projections. For more information regarding the use of projections and other forward-looking statements, please refer to the section of this proxy statement captioned “—Management Projections.”
Greenhill’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to Greenhill as of, the date of such opinion. Greenhill’s opinion noted that subsequent developments may affect Greenhill’s opinion and that Greenhill does not have any obligation to update, revise or reaffirm such opinion. Greenhill’s opinion was limited to the fairness, from a financial point of view, of the $24.00 in cash per share of TEGNA common stock to be paid to TEGNA’s common stockholders in the Merger, and Greenhill expressed no opinion as to the fairness of any consideration to the holders of any other class of securities, creditors or other constituencies of TEGNA or the underlying decision by TEGNA to engage in the Merger. Furthermore, Greenhill expressed no opinion with respect to the amount or nature of any compensation to any officers, directors or employees of any party to the Merger, or any class of such persons relative to the $24.00 in cash per share of TEGNA common stock in the Merger or with respect to the fairness of any such compensation. Greenhill expressed no opinion as to the price at which TEGNA common stock will trade at any future time. In addition, Greenhill expressed no opinion on the Additional Consideration (as defined in the Merger Agreement).
The terms of the Merger Agreement were determined through arm’s-length negotiations between TEGNA and Parent, and the decision to enter into the Merger Agreement was solely that of the Board of Directors. The opinion and financial analyses were only one of the many factors considered by the Board of Directors in its evaluation of the Merger and should not be viewed as determinative of the views of the Board of Directors or management of TEGNA with respect to the Merger or the Per Share Merger Consideration.
In accordance with customary investment banking practice, Greenhill employed generally accepted valuation methodology in rendering its opinion to the Board of Directors on February 21, 2022 and in the presentation delivered to the Board of Directors on such date. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by Greenhill, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Greenhill’s analyses.
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Summary of Greenhill’s Financial Analysis
Peer Trading Multiples. Using publicly available information, Greenhill compared selected financial data of TEGNA with similar data for selected publicly traded companies engaged in businesses which Greenhill judged to be sufficiently analogous to TEGNA. The companies selected by Greenhill were:
Nexstar Media Group, Inc. (“Nexstar”)
E.W. Scripps Company (“Scripps”)
Gray Television, Inc. (“Gray”)
These companies were selected, among other reasons, because they are publicly traded companies with operations and businesses that, for purposes of Greenhill’s analysis, may be considered sufficiently similar to those of TEGNA based on business sector participation, operational characteristics and financial metrics. None of the selected companies reviewed is identical to TEGNA. Certain of these companies may have characteristics that are materially different from those of TEGNA. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies differently than they would affect TEGNA.
Using information obtained from the selected companies’ public filings, Wall Street research analyst estimates available as of February 18, 2022 and FactSet Research Systems, Greenhill calculated for each selected company the ratio of such company’s enterprise value (calculated as the market value of the applicable company’s common stock on a fully diluted basis, plus any debt, minority interest and capitalized leases, less cash and cash equivalents) to (i) an average of 2021 and 2022 Consensus Adj. EBITDA (defined as the consensus equity research analyst estimate for such company’s earnings before interest, taxes, depreciation and amortization adjusted for various non-recurring items), which Greenhill refers to as the 2021E-2022E EV/Avg. Adj. EBITDA and (ii) an average of 2022 and 2023 Consensus Adj. EBITDA, which Greenhill refers to as the 2022E-2023E EV/Avg. Adj. EBITDA. The following table represents the results of this analysis:
Selected company
EV/Avg. Adj. EBITDA
Avg ’21E – ’22E
EV/Avg. Adj. EBITDA
Avg ’22E – ’23E
Nexstar
7.6x
7.3x
Scripps
8.4x
8.0x
Gray
7.9x
7.7x
Median
7.9x
7.7x
Based on the results of this analysis and other factors that Greenhill considered appropriate in its professional judgment, Greenhill selected (i) a 2021E-2022E EV/Avg. Adj. EBITDA multiple reference range for TEGNA of 7.5x to 8.5x and (ii) a 2022E-2023E EV/Avg. Adj. EBITDA multiple reference range for TEGNA of 7.0x. to 8.0x. After applying such range to the consensus forecasts of the estimates from publicly available research (the “Consensus Estimates Case”), the Base Case and the Weighted Sensitivity Case (each of the Base Case and the Weighted Sensitivity Case, as summarized in the section of this proxy statement captioned “—Management Projections”), the analysis indicated ranges of implied per share equity values as follows:
 
Adj. EV/EBITDA
Avg ’21E – ’22E
Adj. EV/EBITDA
Avg ’22E – ’23E
Consensus Estimates Case
$21.63 to $26.39
$21.01 to $26.03
Weighted Sensitivity Case
$22.77 to $27.68
$20.95 to $25.96
Base Case
$23.62 to $28.65
$22.47 to $27.69
The above ranges were compared to (i) the unaffected closing price per share of TEGNA common stock of $17.26 as of September 14, 2021 and (ii) $24.00 in cash per share of TEGNA common stock.
Precedent Transaction Multiples Analysis. Using publicly available information, Greenhill examined selected transactions involving companies which Greenhill judged to be sufficiently analogous to the business of TEGNA
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or aspects thereof. For each of the selected transactions, Greenhill calculated the multiple of the enterprise value of the target company in such transaction as a multiple of the two-year average EBITDA,1 which Greenhill refers to as Seller EV/Avg. Adj. EBITDA. The transactions considered are as follows:
Month/Year Announced
Acquirer
Target
Seller EV/Avg.
EBITDA
Multiple
May 2021
Gray Television, Inc.
Meredith Corporation
9.7x
April 2021
Allen Media Group, LLC
Gray Television, Inc./ Quincy Media. Inc.
7.6x
February 2021
Gray Television, Inc.
Quincy Media, Inc.
8.3x
September 2020
E.W. Scripps Company
ION Media
8.2x
June 2019
TEGNA Inc.
Dispatch Broadcast Group
N/A
March 2019
TEGNA Inc.
Nexstar Media Group, Inc./ Tribune Media Company
N/A
March 2019
E.W. Scripps Company
Nexstar Media Group, Inc./ Tribune Media Company
10.4x
February 2019
Apollo Management
Cox Media Company
10-11x
December 2018
Nexstar Media Group, Inc.
Tribune Media Company
9.0x
October 2018
E.W. Scripps Company
Cordillera Communications, LLC
9.5x
June 2018
Gray Television, Inc.
Raycom Media, Inc.
10.0x
December 2017
TEGNA Inc.
KFMB-AM-FM-TV
N/A
May 2017
Sinclair Broadcast Group, Inc.
Tribune Media Company
~10.0x
April 2017
Sinclair Broadcast Group, Inc.
Bonten Media Group
N/A
January 2016
Nexstar Media Group, Inc.
Media General, Inc.
9.9x
August 2014
Media General, Inc.
LIN Media LLC
11.2x
December 2013
Meredith Corporation
Gannett Co., Inc.
10.0x
July 2013
Tribune Media Company
Local TV Holdings, LLC
9.4x
July 2013
Sinclair Broadcast Group, Inc.
The Allbritton Communications Company
10.7x
June 2013
Gannett Co., Inc.
Belo Corporation
9.4x
June 2013
Media General, Inc.
Young Broadcasting, LLC
7.8x
April 2013
Sinclair Broadcast Group, Inc.
Fisher Communications
12.4x
February 2013
Sinclair Broadcast Group, Inc.
Barrington Broadcasting Group, LLC
7.8x
 
 
 
 
 
 
Total Mean:
9.6x
 
 
Total Median:
9.7x
 
 
2020-2021 Mean:
8.5x
 
 
2020-2021 Median:
8.3x
None of the selected transactions reviewed was identical to the Merger. Certain of these transactions may have characteristics that are materially different from those of the Merger. However, the transactions selected were chosen because the participants in and certain other aspects of the transactions, for purposes of Greenhill’s analysis, may be considered similar to the participants in and aspects of the Merger. The analyses necessarily involved complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the transactions differently than they would affect the Merger.
Based on the results of this analysis and other factors that Greenhill considered appropriate, Greenhill selected a multiple reference range of 8.0x to 9.0x for the average adjusted EBITDA in 2021 and 2022 and 8.5x to 9.5x for the average adjusted EBITDA in years 2020 and 2021. After applying such range to each of the cases listed below, the analysis indicated a range of implied per share equity value for the common stock of TEGNA as follows:
 
8.0x – 9.0x
8.5x – 9.5x
2020-21A Avg. Adj. EBITDA
N/A
$22.90-$27.25
2021-22E Avg. Adj. EBITDA Consensus Estimates Case
$24.01 to $28.78
N/A
2021-22E Avg. Adj. EBITDA Weighted Sensitivity Case
$25.22 to $30.14
N/A
2021-22E Avg. Adj. EBITDA Base Case
$26.14 to $31.17
N/A
1
Based on either the trailing two-year period, projected two-year period or a mix of trailing and projected periods depending on what information was publicly disclosed at the time of such transaction.
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Discounted Cash Flow Analysis. Greenhill conducted a discounted cash flow analysis for the purpose of determining the fully diluted equity value per share for TEGNA common stock. A discounted cash flow analysis is a method of evaluating an asset using estimates of the future cash flows generated by the asset and taking into consideration the time value of money with respect to those cash flows by calculating the current value of the cash flows generated by the asset, which we refer to as the present value and which is obtained by discounting those cash flows back to the present using a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital and other appropriate factors. The present value of all future cash flows generated by the asset for periods beyond the projections period is referred to as terminal value.
Greenhill conducted a discounted cash flow analysis for the purpose of determining an implied fully diluted equity value per share for TEGNA common stock. Greenhill calculated the unlevered free cash flows that TEGNA is expected to generate during fiscal years 2022E and 2023E based upon the following sets of Forecasts: the Consensus Estimates Case, the Base Case, the Weighted Sensitivity, the Pessimistic Case and the Optimistic Case, respectively (each of the Base Case, the Weighted Sensitivity Case, the Pessimistic Case and the Optimistic Case, as summarized in the section of this proxy statement captioned “—Management Projections”).
Greenhill also calculated a terminal value for TEGNA at the end of this period by applying a range of exit multiples of 7.0x to 8.0x to the average of the projected EBITDA for 2022 and 2023 using these same sets of Forecasts. Greenhill selected this range of exit multiples based on Greenhill’s professional judgment and experience. Greenhill then discounted the unlevered free cash flow estimates and the range of terminal values to present value as of December 31, 2021 using discount rates ranging from 8.00% to 9.00% for TEGNA. Then, Greenhill subtracted net debt, redeemable noncontrolling interests and unfunded pension liability and added equity investments to derive an implied equity value, which it then divided by the number of fully diluted shares, as provided by management of TEGNA, to obtain a range of implied equity values per share as follows:
 
Range
Consensus Estimates Case
$21.57 to $26.47
Weighted Sensitivity
$21.61 to $26.51
Base Case
$23.19 to $28.30
Pessimistic Case
$13.55 to $17.36
Optimistic Case
$28.74 to $34.59
Other Information
Present Value of Future Share Price. For reference only and not as a component of its fairness analyses, Greenhill calculated a range of the present values of future share prices using the multiple reference range of 7.0x to 8.0x based on the ratio of enterprise value to average 2022-23E Weighted Sensitivity Case EBITDA and a 12.3% cost of equity. Based on the foregoing, Greenhill noted that the range of such present values of future shares price was $22.09 to $26.54 per share of TEGNA common stock.
Precedent Premiums Paid. For reference only and not as a component of its fairness analyses, Greenhill calculated a range of implied share prices by applying a range of precedent premiums paid from 25% to 35% to the unaffected closing price of TEGNA common stock of $17.26 as of September 14, 2021. Based on the foregoing, Greenhill noted that the range of implied prices per share was $21.58 to $23.30 per share of TEGNA common stock.
Equity Research Analyst Price Targets. For reference only and not as a component of its fairness analyses, Greenhill reviewed certain equity research analyst price targets for TEGNA common stock between TEGNA’s Q2’21 earnings release on August 9, 2021 and September 14, 2021. Greenhill noted that the range of such price targets was $20.00 to $24.00 per share of TEGNA common stock.
52-Week Historical Trading Range. For reference only and not as a component of its fairness analyses, Greenhill reviewed the trading range for TEGNA common stock for the trailing 52-week period as of September 14, 2021. Greenhill noted that the low and high closing share prices during this period were $11.26 and $21.52 per share of TEGNA common stock, respectively.
Miscellaneous. The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by Greenhill. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Greenhill believes
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that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its fairness opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were utilized to create points of reference for analytical purposes and should not be taken to be the view of Greenhill with respect to the actual value of TEGNA. The order of analyses described does not represent the relative importance or weight given to those analyses by Greenhill. In arriving at its opinion, Greenhill did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, Greenhill considered the totality of the factors and analyses performed in determining its opinion. Accordingly, Greenhill believes that the summary set forth above and its analyses must be considered as a whole and that selecting portions thereof, without considering all of its analyses, could create an incomplete view of the processes underlying its analyses and opinion.
Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by Greenhill are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, Greenhill’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected companies reviewed as described in the summary of the peer trading multiples analysis or the precedent transaction multiples analysis is identical to TEGNA, and none of the selected transactions reviewed was identical to the Merger. However, the companies for the peer trading multiples analysis were selected because they are publicly traded companies with operations and businesses that, for purposes of Greenhill’s analysis, may be considered similar to those of TEGNA. The transactions selected for the precedent transaction multiples analysis were similarly chosen because their participants, size and other factors, for purposes of Greenhill’s analysis, may be considered similar to the Merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to TEGNA and the transactions compared to the Merger.
Greenhill is an internationally recognized investment banking firm regularly engaged in providing financial advisory services in connection with mergers and acquisitions. TEGNA selected Greenhill as its financial advisor in connection with the Merger on the basis of Greenhill’s experience in similar transactions, its reputation in the investment banking community and its familiarity with the media sector.
For services rendered in connection with the Merger and the delivery of the opinion, TEGNA has agreed to pay Greenhill a fee of $12,000,000, of which $2,000,000 became payable upon delivery of Greenhill’s fairness opinion and the remainder of which is contingent and payable only upon the completion of the Merger. In addition, TEGNA has agreed to reimburse Greenhill for its expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify Greenhill against certain liabilities arising out of Greenhill’s engagement. During the two years preceding the date of Greenhill’s opinion, Greenhill has not been engaged by, performed any services for or received any compensation from TEGNA, Parent, Merger Sub, Standard General, Apollo, the other Parent Restructuring Entities or their respective affiliates, other than the compensation that was paid to Greenhill under the letter agreements pursuant to which Greenhill was retained as a financial advisor to TEGNA in connection with the Merger. In the two years preceding the date of Greenhill’s opinion, Greenhill has been engaged by certain affiliates of Apollo and Ares Management to provide financial advisory services; however, no transactions have ensued, and Greenhill has not received any compensation for its engagements from either Apollo or Ares Management or their affiliates.
Management Projections
Except for a financial outlook with respect to the current fiscal quarter and year issued in connection with its ordinary course earnings announcements, TEGNA, like its broadcast peers, does not, as a matter of course, publicly disclose long-term forecasts or projections as to future performance, earnings or other results. This is the result of the historically unpredictable nature of the TEGNA business, including the effect of regulatory, political and macroeconomic factors which are inherently difficult to project. In order to help develop a framework of evaluating the potential future value of TEGNA, TEGNA’s management prepared a certain nonpublic, unaudited prospective financial outlook for fiscal years ending December 31, 2022 and 2023 (the “Base Case”), based on,
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in part, TEGNA’s most recent actual and projected results, including TEGNA’s financial performance throughout 2021. The Base Case was prepared without giving effect to any incremental acquisitions or investments. The Base Case was made available to, and approved by, the Board of Directors in connection with its evaluation of the Merger Agreement and the Merger. The Base Case (other than the unlevered free cash flow calculations) was also made available to Parent and its affiliates at Parent’s request in connection with their due diligence review of a potential transaction with TEGNA.
Given the unpredictability of the macroeconomic environment, including regulatory factors and the impacts of the COVID-19 pandemic, TEGNA’s management also prepared for the consideration of the Board of Directors two additional nonpublic, unaudited prospective financial information cases for TEGNA using a range of different assumptions, which cases, together with the Base Case, were made available to, and approved by, the Board of Directors in connection with its evaluation of the Merger and the Base Per Share Merger Consideration. These cases leverage the Base Case with the following variations in order to reflect a range of outcomes:
Optimistic Sensitivity Case: A variation of the Base Case that reflects increased revenue growth as a result of faster-than-expected economic recovery from the COVID-19 pandemic, industry improvements, increased viewership and deceleration of net subscriber losses, and favorable regulatory outcomes.
Pessimistic Sensitivity Case: A variation of the Base Case that reflects decreased revenue as a result of slower economic recovery from the COVID-19 pandemic, reduced advertising revenue, declining viewership and acceleration of net subscriber losses, and regulatory constraints.
After reviewing and discussing the Base Case, Optimistic Sensitivity Case and Pessimistic Sensitivity Case, the Board of Directors determined that J.P. Morgan and Greenhill should apply a 60%, 15% and 25% weighting to the Base Case, the Optimistic Sensitivity Case and the Pessimistic Sensitivity Case, respectively (such weighted blend, the “Weighted Sensitivity Case” and together with the Base Case, the Optimistic Sensitivity Case and the Pessimistic Sensitivity Case, the “Cases”), in performing their respective financial analyses of the Base Per Share Merger Consideration to be paid to TEGNA stockholders in connection with the Merger, which financial analyses were presented to the Board of Directors by J.P. Morgan and Greenhill, respectively, and are summarized in the sections of this proxy statement captioned “—Opinion of J.P. Morgan Securities LLC” and “—Opinion of Greenhill & Co., LLC,” respectively. The Weighted Sensitivity Case was also reviewed by TEGNA’s management, J.P. Morgan and Greenhill with, and considered by, the Board of Directors in connection with its evaluation, recommendation, and approval of the Merger.
The following table presents a summary of the Cases.
Revenue
 
 
(in millions)
2022E
2023E
Base Case
$3,529
$3,359
Optimistic Sensitivity Case
$3,594
$3,527
Pessimistic Sensitivity Case
$3,166
$2,939
Weighted Sensitivity Case
$3,448
$3,279
Adjusted EBITDA
 
 
(in millions)
2022E
2023E
Base Case
$1,331
$1,036
Optimistic Sensitivity Case
$1,448
$1,265
Pessimistic Sensitivity Case
$1,054
$713
Weighted Sensitivity Case
$1,279
$990
Unlevered Free Cash Flow(2)(3)
 
 
(in millions)
2022E
2023E
Base Case
$948
$646
Optimistic Sensitivity Case
$1,037
$820
Pessimistic Sensitivity Case
$738
$402
Weighted Sensitivity Case
$909
$611
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Levered Free Cash Flow(4)
 
  
(in millions)
2022E
 
Base Case
$873
 
Optimistic Sensitivity Case
$961
 
Pessimistic Sensitivity Case
$663
 
Weighted Sensitivity Case
$834
 
(1)
“Adjusted EBITDA” is a non-GAAP financial measure which was calculated as net income attributable to TEGNA before (1) net (income) loss attributable to redeemable noncontrolling interest, (2) income taxes, (3) interest expense, (4) equity (loss) income in unconsolidated investments, net, (5) other non-operating items, net, (6) workforce restructuring expense, (7) M&A-related costs, (8) certain advisory fees, (9) spectrum repacking reimbursements and other, net, (10) depreciation and (11) amortization.
(2)
“Unlevered Free Cash Flow” is a non-GAAP financial measure which was calculated by J.P. Morgan and Greenhill in connection with their respective discounted cash flow analyses, using the financial information provided by TEGNA, as Adjusted EBITDA (as shown in the table above) further adjusted by deducting payments made for (i) taxes (estimated cash tax expense on an unlevered basis), (ii) purchases of property and equipment, (iii) changes in net working capital, and, in the case of J.P. Morgan’s analysis, (iv) syndicated programming payment, net of syndicated programming amortization.
(3)
J.P. Morgan’s and Greenhill’s respective valuation analysis utilizing Unlevered Free Cash Flow differed with respect to their treatment of the Company’s syndicated programming amortization and payments as reflected in clause (iv) of footnote 2 above. In J.P. Morgan’s analysis, actual syndicated programming payment amounts were included in the Unlevered Free Cash Flow calculation, while in Greenhill’s analysis the amortizations related to such payments, which closely approximate the actual payments, were utilized. This resulted in J.P. Morgan’s and Greenhill’s respective analysis utilizing the Base Case, Optimistic Sensitivity Case, Pessimistic Sensitivity Case and Weighted Sensitivity Case being inconsistent. The amounts in the table for Base Case, Optimistic Sensitivity Case, Pessimistic Sensitivity Case and Weighted Sensitivity Case reflect the metrics used only in Greenhill’s valuation analysis. J.P. Morgan’s valuation analysis utilized the Base Case, Optimistic Sensitivity Case, Pessimistic Sensitivity Case and Weighted Sensitivity Case as follows:
Unlevered Free Cash Flow
(in millions)
2022E
2023E
Base Case
$946
$644
Optimistic Sensitivity Case
$1,034
$818
Pessimistic Sensitivity Case
$736
$399
Weighted Sensitivity Case
$907
$609
(4)
J.P. Morgan’s valuation analysis also utilized prospective Levered Free Cash Flow for the fiscal year ending December 31, 2022. “Levered Free Cash Flow” is a non-GAAP financial measure which was calculated by J.P. Morgan in connection with its discounted cash flow analysis, using the financial information provided by TEGNA, as Unlevered Free Cash Flow (as shown in the table above) further adjusted as follows: plus (i) taxes (estimated cash tax expense on an unlevered basis), plus (ii) non-cash stock based compensation, minus (iii) cash net interest expense, minus (iv) taxes (estimated cash taxes on a levered basis), plus (v) syndicated programming payments, net of amortization.
TEGNA’s management also provided unaudited revenue and unaudited Adjusted EBITDA of TEGNA for the fiscal year ended December 31, 2021 to the Board of Directors and to Standard General, and the unaudited unlevered free cash flows of TEGNA for the fiscal year ended December 31, 2021 to the Board of Directors, which information is summarized below:
(in millions)
2021A
Revenue
$2,992
Adjusted EBITDA(1)
$948
Unlevered Free Cash Flow(2)
$600
A reconciliation of Adjusted EBITDA, Unlevered Free Cash Flow and Levered Free Cash Flow to net income for the fiscal year ended December 31, 2021 presented in accordance with GAAP is presented below:
(in millions)
Year ended
Dec. 31, 2021
Net income attributable to TEGNA Inc. (GAAP basis)
$477
Plus (Less): Net income (loss) attributable to redeemable noncontrolling interest
1
Plus: Provision for income taxes
135
Plus: Interest expense
186
Plus (Less): Equity loss (income) in unconsolidated investments, net
10
(Less) Plus: Other non-operating items, net
(7)
Operating income (GAAP basis)
802
Plus: M&A and acquisition-related costs
4
Plus: Advisory fees related to activism defense
17
Less: Spectrum repacking reimbursements and other, net
(3)
Plus: Depreciation
65
Plus: Amortization of intangible assets
63
Adjusted EBITDA (not-GAAP basis)
$948
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(in millions)
Year ended
Dec. 31, 2021
Less: Estimated unlevered cash taxes(5)
$(199)
Less: Capital expenditures
(63)
Less: Net working capital cash flows
(84)
Plus: Syndicated programming amortization(6)
71
Less: Syndicated programming payments(6)
(73)
Unlevered Free Cash Flow
$600(7)
Plus: Estimated unlevered cash taxes(5)
$199
Plus: Non-cash stock-based compensation
49
Less: Estimated cash net interest expense(8)
(172)
Less: Estimated levered cash taxes(9)
(158)
Plus: Syndicated programming payments, net of amortization(6)
2
Levered Free Cash Flow(10)
$521
(5)
Estimated unlevered cash taxes calculated as Adjusted EBIT (non-GAAP basis) multiplied by estimated marginal cash tax rate.
(6)
Excluded from Greenhill’s calculation of Unlevered Free Cash Flow, as Greenhill utilized the amortizations related to syndicated programming payment amounts, rather than the actual payment amounts, as discussed in footnote 3 above.
(7)
Unlevered Free Cash Flow as calculated by Greenhill was $602, with the difference from J.P. Morgan’s valuation analysis due to the effect of Greenhill’s exclusions referenced in footnote 5 above.
(8)
Estimated cash net interest expense calculated as the sum of: (i) the average outstanding debt balance of the revolving credit facility multiplied by its interest rate plus estimated fees for the undrawn commitments, (ii) the average outstanding debt balance of each unsecured note tranche multiplied by its respective interest rates, and (iii) the average outstanding cash balance multiplied by estimated cash interest income rate.
(9)
Estimated levered cash taxes calculated as Adjusted EBIT (non-GAAP basis) less estimated cash net interest expense, multiplied by estimated marginal cash tax rate.
(10)
Not used for purposes of Greenhill’s analysis, calculated for purposes of J.P. Morgan’s analysis only.
The Cases were developed by TEGNA management on a standalone basis without giving effect to the Merger and the other transactions contemplated by the Merger Agreement or any other M&A or changes to capital allocation. Furthermore, the Cases do not take into account the effect of any failure of the transactions contemplated by the Merger Agreement to be completed and should not be viewed as accurate or continuing in that context. Although the Cases are presented with numerical specificity, they were based on numerous variables and assumptions made by TEGNA management with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to TEGNA’s business, all of which are difficult or impossible to predict accurately and many of which are beyond TEGNA’s control. The Cases constitute forward-looking information and are subject to many risks and uncertainties that could cause actual results to differ materially from the results forecasted in the Cases, including, but not limited to, TEGNA’s performance, industry performance, general business and economic conditions, customer requirements, staffing levels, competition, adverse changes in applicable laws, regulations or rules, the ability to successfully pursue and complete acquisitions, and the various risks set forth in TEGNA’s reports filed with the SEC. There can be no assurance that the Cases will be realized or that actual results will not be significantly higher or lower than the Cases. The Cases cover two years, and such information by its nature becomes less reliable with each successive year. In addition, the Cases will be affected by TEGNA’s ability to achieve strategic goals, objectives and targets over the applicable periods. The Cases reflect assumptions as to certain business decisions that are subject to change and cannot, therefore, be considered a guarantee of future operating results, and this information should not be relied on as such. The inclusion of the Cases should not be regarded as an indication that TEGNA, J.P. Morgan, Greenhill, their respective officers, directors, affiliates, advisors, or other representatives or anyone who received this information then considered, or now considers, them a reliable prediction of future events, and this information should not be relied upon as such. The inclusion of the Cases in this proxy statement should not be regarded as an indication that the Cases will be necessarily predictive of actual future events. No representation is made by TEGNA or any other person regarding the Cases or TEGNA’s ultimate performance compared to such information. The Cases should be evaluated, if at all, in conjunction with the historical financial statements and other information about TEGNA contained in TEGNA’s public filings with the SEC. For more information, please see the section of this proxy statement captioned “Where You Can Find More Information.” In light of the foregoing factors, and the uncertainties inherent in the Cases, TEGNA stockholders are cautioned not to place undue, if any, reliance on the Cases.
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The Cases were not prepared with a view toward public disclosure or with a view toward complying with the published guidelines of the SEC regarding projections or with GAAP, or the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information.
The prospective financial information, including the Cases, included in this proxy statement has been prepared by, and is the responsibility of, TEGNA’s management. PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to such prospective financial information and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report incorporated by reference in this proxy statement relates to TEGNA’s previously issued financial statements. It does not extend to the prospective financial information and should not be read to do so.
Adjusted EBITDA, Unlevered Free Cash Flow and Levered Free Cash Flow are “non-GAAP financial measures,” which are financial performance measures that are not calculated in accordance with GAAP. These non-GAAP financial measures were relied upon by J.P. Morgan and Greenhill for purposes of their respective opinions and by the Board of Directors in connection with its evaluation of the Merger. The SEC rules which would otherwise require a reconciliation of prospective non-GAAP financial measure to a GAAP financial measure do not apply to prospective non-GAAP financial measures included in disclosures relating to a proposed business combination such as the Merger if the disclosure is included in a document such as this proxy statement. Accordingly, TEGNA has not provided a reconciliation of the prospective financial measures included in the Cases to the relevant GAAP financial measures. However, reconciliations of historical, actual non-GAAP financial measures are provided above. Reconciliations of non-GAAP financial measures were not relied upon by J.P. Morgan and Greenhill for purposes of their respective opinions or by the Board of Directors in connection with its evaluation of the Merger. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by TEGNA may not be comparable to similarly titled amounts used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP.
The summary of such information above is included solely to give TEGNA stockholders access to the information that was made available to the Board of Directors, J.P. Morgan, Greenhill, and Parent and its affiliates (in the case of Parent and its affiliates, such information excluded Unlevered Free Cash Flow and Levered Free Cash Flow), and is not included in this proxy statement in order to influence any TEGNA stockholder to make any investment decision with respect to the Merger or the Merger Agreement, including whether or not to approve the Merger Agreement Proposal or to seek appraisal rights with respect to their shares of TEGNA common stock. In addition, neither the Cases nor any other financial information included in this proxy statement have been updated or revised to reflect information or results after the date they were prepared or as of the date of this proxy statement, and except as required by applicable securities laws, TEGNA does not intend to update or otherwise revise the Cases or any other financial information to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the underlying assumptions are shown to be in error.
Interests of TEGNA’s Executive Officers and Directors in the Merger
In considering the recommendation of the Board of Directors that the TEGNA stockholders adopt the Merger Agreement, TEGNA stockholders should be aware that the executive officers and directors of TEGNA have certain interests in the Merger that may be different from, or in addition to, the interests of TEGNA stockholders generally. The Board of Directors was aware of these interests and considered them, among other matters, in approving the Merger Agreement and the transactions contemplated hereby, including the Merger, and in making their recommendation that TEGNA stockholders approve the Merger Agreement.
These interests include:
accelerated vesting and settlement of TEGNA equity awards;
a prorated annual bonus in respect of the year in which the Closing or termination occurs;
potential severance benefits in the event of a qualifying termination of employment in connection with the Merger; and
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continued indemnification and directors’ and officers’ liability insurance to be provided by the Surviving Corporation.
The foregoing interests are described in further detail below.
TEGNA’s executive officers (all of whom are named executive officers for purposes of the discussion below) are the following:
David T. Lougee, President and Chief Executive Officer;
Victoria D. Harker, Executive Vice President and Chief Financial Officer;
Lynn Beall, Executive Vice President and Chief Operating Officer – Media Operations; and
Akin S. Harrison, Senior Vice President and General Counsel.
The Merger will be a “change in control” for purposes of the TEGNA executive compensation and benefit plans and agreements described below.
Certain Assumptions
Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:
The Effective Time as referenced in this section occurs on March 18, 2022 (the “Assumed Closing Date”), which is the assumed date of the Effective Time solely for purposes of the disclosure in this section;
The Per Share Merger Consideration is $24.00; and
The employment of each executive officer of TEGNA was terminated by Parent or the Surviving Corporation without “cause” or due to the executive officer’s resignation for “good reason” (as such terms are defined in the relevant plans and agreements), in either case immediately following the Merger and on the Assumed Closing Date.
The amounts indicated below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described above, and do not reflect certain compensation actions that may occur before completion of the Merger.
Treatment of Outstanding Equity Awards
Upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time, outstanding TEGNA equity awards (including those held by the executive officers) will be treated as follows, subject to all required withholding taxes:
Each Company Restricted Stock Award will be converted into the right to receive a cash amount equal to the product of (a) the number of shares of TEGNA common stock subject to such Company Restricted Stock Award multiplied by (b) the Per Share Merger Consideration.
Each Company RSU Award, whether vested or unvested, will become fully vested and be converted into the right to receive a cash amount equal to the product of (a) the number of shares of TEGNA common stock subject to such Company RSU Award multiplied by (b) the Per Share Merger Consideration.
Each Company PSU Award, whether vested or unvested, will become fully vested and be converted into the right to receive a cash amount equal to the product of (a) the number of shares of TEGNA common stock subject to such Company PSU Award multiplied by (b) the Per Share Merger Consideration. The number of shares of TEGNA common stock subject to a Company PSU Award not granted in 2021 will be determined in accordance with the provisions of the applicable award agreement, which generally provide that the number of shares is determined based on target performance, unless the two-year performance period is complete as of the change in control, in which case the number of shares is determined based on actual performance. The number of shares of TEGNA common stock subject to each Company PSU Award granted in 2021 will equal the greater of
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(x) such number as determined in accordance with the provisions of the applicable award agreement (as described in the immediately preceding sentence) and (y) the number of shares that would be paid under such award assuming the Company’s actual performance versus target performance for 2021 was also achieved for 2022.
Each Company Phantom Share Unit Award will be converted into the right to receive a cash amount equal to the product of (a) the number of shares of TEGNA common stock in respect of such Company Phantom Share Unit Award multiplied by (b) the Per Share Merger Consideration.
See the section of this proxy statement captioned “—Quantification of Potential Payments and Benefits to TEGNA’s Named Executive Officers in Connection with the Merger” for the estimated value of each named executive officer’s unvested TEGNA equity awards. Based on the assumptions described above in the section of this proxy statement captioned “—Certain Assumptions,” the estimated aggregate value of the unvested TEGNA equity awards held by TEGNA’s nonemployee directors is $441,551.
Treatment of Annual Bonus
Under the terms of the Merger Agreement, TEGNA will provide to each TEGNA employee (including each of the named executive officers) who is eligible to participate in a TEGNA annual bonus program, a prorated portion of the annual bonus with respect to the portion of the year of the Closing that occurs prior to the Closing, which bonus will be determined based on the greater of (a) the employee’s target annual bonus for such year and (b) the employee’s annual bonus amount for such year determined based on actual performance results through the Closing.
See the section of this proxy statement captioned “—Quantification of Potential Payments and Benefits to TEGNA’s Named Executive Officers in Connection with the Merger” for the estimated amount of the prorated bonus payment that each of TEGNA’s named executive officers would receive under the terms of the Merger Agreement.
Executive Change in Control Severance Arrangements
TEGNA maintains the TEGNA 2015 Change in Control Severance Plan (the “CIC Severance Plan”), which provides severance benefits for its participants upon a change in control of TEGNA. Mr. Lougee is the only executive officer who participates in the CIC Severance Plan. Under the CIC Severance Plan, a participant would be eligible for severance benefits if the participant’s employment is terminated by TEGNA without “cause,” or due to the participant’s resignation for “good reason,” in either case, on or within two years following a change in control of TEGNA, or prior to a change in control if the termination occurs in connection with such change in control, subject to the participant’s execution and non-revocation of a release agreement.
The severance benefits under the CIC Severance Plan are (a) a cash severance payment equal to three times the sum of (i) the participant’s highest rate of annual salary during the 12-month period immediately before the change in control or immediately before the date of termination, whichever is greater, and (ii) the average annual bonus the participant earned with respect to the three fiscal years immediately prior to the fiscal year in which the change in control occurs or immediately prior to the fiscal year in which the date of termination occurs, whichever is greater; (b) a prorated annual bonus calculated based on the average annual bonus the participant earned with respect to the three fiscal years immediately prior to the fiscal year in which the date of termination occurs; and (c) the monthly COBRA cost of the participant’s medical and dental coverage in effect as of the date of termination multiplied by the lesser of (i) 18 and (ii) 24 minus the number of full months between the date of the change in control and the date of termination.
TEGNA also maintains the TEGNA Transitional Compensation Plan (the “TCP”), a legacy change-in-control plan that provides severance protections for its participants upon a change in control of TEGNA. All of TEGNA’s executive officers other than Mr. Lougee participate in the TCP. Under the TCP, a participant would be eligible for severance benefits if the participant’s employment is terminated by TEGNA without “cause,” or due to the participant’s resignation for “good reason,” in either case, on or within two years following a change in control of TEGNA, or prior to a change in control if the termination occurs in connection with such change in control. In addition the TCP entitles Ms. Beall and Mr. Harrison to severance benefits upon a resignation without good reason during a 30-day window period beginning on the first anniversary of the change in control.
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The severance benefits under the TCP are (a) a cash severance payment equal to three times (or in the case of Ms. Harker, two times) the sum of (i) the participant’s highest rate of annual salary during the 12-month period (plus certain other compensation included in the participant’s income for income tax purposes during such 12-month period) immediately before the change in control or immediately before the date of termination, whichever is greater, and (ii) the highest annual bonus earned with respect to the three fiscal years immediately prior to the fiscal year in which the change in control occurs or the highest annual bonus earned with respect to any fiscal year during the period between the change in control and the date of termination, whichever is greater; (b) a prorated annual bonus calculated based on the highest annual bonus the participant earned with respect to the three fiscal years immediately prior to the fiscal year in which the date of termination occurs; (c) continuation of life insurance coverage and medical benefits for three years (or in the case of Ms. Harker, two years); and (d) for each of Ms. Beall and Mr. Harrison, a lump-sum payment in an amount determined based upon the retirement plan benefits and supplemental executive retirement plan benefits the participant would have received if participant had remained employed by the Company during the applicable severance period.
If the compensation and benefits payable to an executive officer would be subject to an excise tax under Section 4999 of the Internal Revenue Code, (a) in the case of Mr. Lougee and Ms. Harker, such amounts shall either be paid in full or reduced to the level that would avoid application of the excise tax, whichever would place the executive officer in a better after-tax position; and (b) each of Ms. Beall and Mr. Harrison would receive a make-whole payment, which would generally place such executive officer in the same after-tax position that he or she would have been in if the excise tax did not apply.
See the section of this proxy statement captioned “—Quantification of Potential Payments and Benefits to TEGNA’s Named Executive Officers in Connection with the Merger” for the estimated amounts that each of TEGNA’s named executive officers would receive under the applicable change-in-control arrangement upon a qualifying termination of employment following a change in control of TEGNA.
Retirement Plans
TEGNA maintains the TEGNA Supplemental Retirement Plan (“SERP”), which is a nonqualified defined benefit pension plan maintained for the benefit of designated U.S.-based management or highly compensated employees whose benefits under TEGNA’s tax-qualified defined benefit plan, the TEGNA Retirement Plan (“TRP”), are limited by IRS limitations on amounts that may be paid from a tax-qualified defined benefit pension plan. All of TEGNA’s executive officers participate in both the TRP and the SERP, other than Ms. Harker, who does not participate in any defined benefit plan. Each executive officer who participates in the TRP is already fully vested in his or her TRP benefits.
Generally, a participant must complete five years of service and attain the age of 55 to become 100% vested in his or her benefits under the SERP. Each of the executive officers who participate in the SERP is already fully vested in his or her SERP benefits, other than Mr. Harrison. In accordance with the rules under the SERP, Mr. Harrison’s SERP benefits will become fully vested upon a change in control.
See the section of this proxy statement captioned “—Quantification of Potential Payments and Benefits to TEGNA’s Named Executive Officers in Connection with the Merger” for the estimated value of the accelerated benefits that Mr. Harrison would receive under the SERP upon a change in control of TEGNA.
Potential Employment Arrangements with Parent
Any of TEGNA’s executive officers who become officers or employees or who otherwise are retained to provide services to Parent or the Surviving Corporation may, prior to, on or following the Closing, enter into new compensation arrangements with Parent or the Surviving Corporation. As of the date of this proxy statement, no new individualized compensation arrangements between TEGNA’s executive officers and Parent or the Surviving Corporation have been established.
Indemnification and Insurance
Pursuant to the terms of the Merger Agreement, TEGNA’s directors and executive officers will be entitled to certain ongoing indemnification and coverage for a period of six years following the effective time under directors’ and officers’ liability insurance policies from the Surviving Corporation. This indemnification and insurance coverage is further described in the section of this proxy statement captioned “The Merger Agreement—Indemnification and Insurance.”
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Quantification of Potential Payments and Benefits to TEGNA’s Named Executive Officers in Connection with the Merger
The information set forth in the table below is intended to comply with Item 402(t) of the SEC’s Regulation S-K, which requires disclosure of information about certain compensation for each named executive officer of TEGNA that is based on, or otherwise relates to, the Merger. For additional details regarding the terms of the payments and benefits described below, see the discussion in the section of this proxy statement captioned “—Interests of TEGNA’s Executive Officers and Directors in the Merger.”
The amounts shown in the table below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described below and in the footnotes to the table, and do not reflect certain compensation actions that may occur before completion of the Merger. For purposes of calculating such amounts, the following assumptions were used:
The Effective Time as referenced in this section occurs on the Assumed Closing Date;
The Per Share Merger Consideration is $24.00; and
The employment of each executive officer of TEGNA was terminated by Parent or the Surviving Corporation without “cause” or due to the executive officer’s resignation for “good reason” (as such terms are defined in the relevant plans and agreements), in either case immediately following the Merger and on the Assumed Closing Date.
For purposes of this disclosure, “single trigger” refers to payments and benefits that arise solely as a result of the completion of the Merger and “double trigger” refers to payments and benefits that require the completion of the Merger and a qualifying termination of employment.
Named Executive Officer
Cash
($)(1)
Equity
($)(2)
Pension/
NQDC
($)(3)
Perquisites/
Benefits
($)(4)
Tax
Reimbursement
($)(5)
Total
($)(6)
David T. Lougee
7,011,737
18,216,312
31,483
25,259,532
Victoria D. Harker
3,343,233
5,960,952
27,414
9,331,599
Lynn Beall
4,798,251
4,613,136
68,773
3,213,707
12,693,867
Akin S. Harrison
2,734,285
4,082,496
1,620
39,805
2,326,494
9,184,700
(1)
Cash. Mr. Lougee is eligible for cash severance consisting of (a) a cash severance payment equal to three times the sum of (i) his highest rate of annual salary during the 12-month period immediately before the change in control or immediately before the date of termination, whichever is greater, and (ii) the average annual bonus he earned with respect to the three fiscal years immediately prior to the fiscal year in which the change in control occurs or immediately prior to the fiscal year in which the date of termination occurs, whichever is greater; and (b) a prorated annual bonus calculated based on the average annual bonus he earned with respect to the three fiscal years immediately prior to the fiscal year in which the date of termination occurs. All of such payments are “double-trigger.”
Each of the other named executive officers is eligible for cash severance benefits consisting of (a) a cash severance equal to three times (or in the case of Ms. Harker, two times) the sum of the executive officer’s (i) highest rate of annual salary during the 12-month period (plus certain other compensation included in the executive officer’s income for income tax purposes during such 12-month period) immediately before the change in control or immediately before the date of termination, whichever is greater, and (ii) highest annual bonus earned with respect to the three fiscal years immediately prior to the fiscal year in which the change in control occurs or the highest annual bonus earned with respect to any fiscal year during the period between the change in control and the date of termination, whichever is greater; and (b) a prorated annual bonus calculated based on the highest annual bonus the participant earned with respect to the three fiscal years immediately prior to the fiscal year in which the date of termination occurs. In addition, for Ms. Beall and Mr. Harrison, the cash column includes a lump-sum payment in an amount determined based upon the TRP and SERP benefits the executive officer would have received if the executive officer had remained employed by the Company during the applicable severance period under the TCP. All of such payments are “double-trigger.”
In addition, under the terms of the Merger Agreement, TEGNA will provide to each TEGNA employee (including each of the named executive officers) who is eligible to participate in a TEGNA annual bonus program a prorated portion of the annual bonus with respect to the portion of the year of the Closing that occurs prior to the Closing, which bonus will be determined based on the greater of (a) the employee’s target annual bonus for such year and (b) the employee’s annual bonus amount for such year determined based on actual performance results through the Closing. Such prorated bonus is a “single-trigger” benefit.
For purposes of this table, the amount of the prorated bonus is based on the greater of that payable under the Merger Agreement and that payable under the terms of the applicable severance plan.
For further details regarding potential payments in the event of a qualifying termination of employment in connection with the Merger, see the section of this proxy statement captioned “—Executive Change in Control Severance Arrangement.” The estimated amount of each such payment is shown in the following table:
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Named Executive Officer
Severance
($)
Prorated Bonus
($)
TRP/SERP Payment
($)
David T. Lougee
6,746,500
265,237
Victoria D. Harker
3,160,000
183,233
Lynn Beall
4,185,000
161,370
451,881
Akin S. Harrison
2,640,000
89,534
4,751
(2)
Equity. Includes accelerated vesting at the Effective Time of unvested Company RSU Awards and Company PSU Awards held by the named executive officers, which is a “single trigger” benefit. For further details regarding the treatment of TEGNA equity awards in connection with the Merger (including the payout level for Company PSU Awards), see the section of this proxy statement captioned “—Treatment of Outstanding Equity Awards.” The named executive officers do not hold unvested Company Restricted Stock Awards or Company Phantom Share Unit Awards. The estimated values of such awards are shown in the following table:
Named Executive Officer
Company
RSU Awards
($)
Company
PSU Awards
($)
David T. Lougee
4,666,056
13,550,256
Victoria D. Harker
2,400,696
3,560,256
Lynn Beall
1,814,376
2,798,760
Akin S. Harrison
1,302,840
2,779,656
(3)
Pension/NQDC. In accordance with the rules under the SERP, Mr. Harrison’s SERP benefits will become fully vested automatically upon the Closing (i.e., “single-trigger”). The SERP benefits for the other named executive officers are fully vested. For additional information, see the section of this proxy statement captioned “—Retirement Plans.”
(4)
Perquisites/Benefits. For Mr. Lougee, this consists of the monthly COBRA cost of his medical and dental coverage in effect as of the date of termination multiplied by the lesser of (a) 18 and (b) 24 minus the number of full months between the date of the change in control and the date of termination.
For Ms. Harker, this consists of the estimated value of continuation of life insurance coverage and medical benefits for two years post-termination.
For Ms. Beall and Mr. Harrison, this consists of the estimated value of continuation of life insurance coverage and medical benefits for three years post-termination.
All benefits described in this footnote (4) are “double trigger.”
For additional information, see the section of this proxy statement captioned “—Executive Change in Control Severance Arrangements.” The estimated value of such benefits is shown in the following table:
Named Executive Officer
Medical Benefits
($)
Life Insurance
($)
David T. Lougee
31,483
Victoria D. Harker
25,164
2,250
Lynn Beall
28,130
40,643
Akin S. Harrison
37,746
2,059
(5)
Tax Reimbursements. This includes the estimated amount of the make-whole payment for the excise tax imposed on the payments and benefits to Ms. Beall and Mr. Harrison and in connection with a change of control by reason of Section 4999 of the Internal Revenue Code. For additional information, see the section of this proxy statement captioned “—Executive Change in Control Severance Arrangement.” Such payment is a “single-trigger” benefit.
(6)
Cutback. For Mr. Lougee and Ms. Harker, the amounts reported in this table do not reflect the impact of the better net after-tax cutback that may apply to their payments and benefits in the event that the excise tax applicable under Section 4999 of the Internal Revenue Code would otherwise apply. For additional information, see the section of this proxy statement captioned “—Executive Change in Control Severance Arrangements.”
Financing of the Merger
We anticipate that the total amount of funds necessary to complete the Merger and the related transactions, and to pay the fees and expenses required to be paid at Closing by Parent and Merger Sub under the Merger Agreement, will be approximately $[ ] billion. This amount includes funds needed to pay the Required Amounts. Parent and Midco have obtained committed financing consisting of (i) the Preferred Securities Financing to be provided to Parent by the Apollo Funds and the Ares Funds (and any such other investor who becomes a party to the Preferred Securities Commitment Letter pursuant to an assignment from an Apollo Fund or an Ares Fund) pursuant to the terms of the Preferred Securities Commitment Letter and (ii) the Debt Financing to be provided to Midco (a wholly owned direct subsidiary of Parent) pursuant to the Debt Commitment Letter by the lenders party thereto. In connection with the Merger Agreement, Parent and Merger Sub have delivered to TEGNA copies of the Financing Letters.
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Preferred Securities Financing
Pursuant to the Preferred Securities Commitment Letter, the Apollo Funds and the Ares Funds (and any such other investor who becomes a party thereto pursuant to an assignment from an Apollo Fund or an Ares Fund) have committed to contribute or cause to be contributed to Parent at Closing an aggregate amount in cash equal to $925 million or such lesser amount that in the aggregate (together with the Debt Financing) suffices to fully fund the Required Amounts. The obligations of each Apollo Fund and Ares Fund (and any such other investor who becomes a party to the Preferred Securities Commitment Letter pursuant to an assignment from an Apollo Fund or an Ares Fund) to provide the preferred securities financing under the Preferred Securities Commitment Letter are subject to a number of conditions, including: (i) satisfaction or waiver of the conditions to the obligations of Parent and Merger Sub to consummate the Merger set forth in Section 7.1 and Section 7.2 of the Merger Agreement (other than those conditions that by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of such conditions), (ii) the full amount of the debt financing contemplated by the Debt Commitment Letter or, if applicable, alternative debt financing having been funded or will be funded at the Closing if the Preferred Securities Financing is funded at the Closing and (iii) the substantially concurrent consummation of the Closing.
The obligation of the Apollo Funds and the Ares Funds (or any such other investor who becomes a party thereto pursuant to an assignment from an Apollo Fund or an Ares Fund) to fund the preferred securities commitment will automatically and immediately terminate upon the earliest to occur of: (i) the termination of the Merger Agreement in accordance with its terms, (ii) the consummation of the Closing and the payment by Parent of all amounts due by it under the Merger Agreement and (iii) the date that the Company or any of its controlled affiliates or any of their respective representatives acting at their direction bring a claim that is prohibited by the Preferred Securities Commitment Letter.
TEGNA is an express third-party beneficiary of the Preferred Securities Commitment Letter for the purpose of specifically enforcing: (i) Parent’s right to cause the commitment under the Preferred Securities Commitment Letter by an Apollo Fund or an Ares Fund (or any such other investor who becomes a party thereto pursuant to an assignment from an Apollo Fund or an Ares Fund) to be funded to Parent in accordance with the Preferred Securities Commitment Letter, (ii) the obligations of Parent and the Apollo Funds and the Ares Funds (or any such other investor who becomes a party thereto pursuant to an assignment from an Apollo Fund or an Ares Fund), including to cause Parent to enforce its rights against such Apollo Fund or such Ares Fund (or any such other investor who becomes a party thereto pursuant to an assignment from an Apollo Fund or an Ares Fund) to perform its funding obligations under the Preferred Securities Commitment Letter and (iii) its rights to consent to certain matters as expressly provided for in the Preferred Securities Commitment Letter, in each case subject to (x) the limitations and conditions set forth in the Preferred Securities Commitment Letter and (y) the terms of the Merger Agreement.
Debt Financing
In addition, in connection with the Merger Agreement, Midco entered into the Debt Commitment Letter, pursuant to which the debt financing sources party thereto have committed to provide, upon the terms and subject to the conditions set forth therein, Midco with the Debt Financing.
The Debt Commitment Letter provides that the financing sources party thereto will provide, upon the terms and subject to the conditions set forth therein, in the aggregate up to $8.211 billion in debt financing (not all of which is expected to be drawn at Closing), consisting of the following:
$3.50 billion senior secured term loan facility;
$500 million senior secured revolving credit facility;
$1.496 billion senior secured bridge facility; and
$2.715 billion senior unsecured bridge facility.
We refer to the debt financing described above as the “Debt Financing.” The proceeds of the Debt Financing will be used (i) to effect the Merger and related transactions on the Closing Date, (ii) to pay fees and expenses related to the Merger and related transactions and (iii) in the case of the senior secured revolving credit
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facility, for general corporate purposes. The aggregate amount of the Debt Financing will be reduced on a dollar for dollar basis by the aggregate amount of the Existing Company Notes (as defined in the Merger Agreement) that remain outstanding on the Closing Date after giving effect to the consummation of the Merger and related transactions.
The obligations of the lenders party to the Debt Commitment Letter to provide the Debt Financing under the Debt Commitment Letter are subject to a number of customary conditions, including, but not limited to (as applicable):
the substantially simultaneous or substantially concurrent consummation of the Merger on the terms described in the Merger Agreement as in effect on February 22, 2022 (without giving effect to any amendment, waiver, consent or modification of any of the provisions thereof by Midco that is materially adverse to the interests of the lenders (in their capacities as such) without the consent of the lead arrangers (which consent shall not be unreasonably withheld, delayed or conditioned));
since September 30, 2021, there not having been any Change (as defined in the Merger Agreement as in effect on February 22, 2022) that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect (as defined in the Merger Agreement as in effect on February 22, 2022) that is continuing;
subject to certain limitations and exceptions, the accuracy in all material respects as of the Closing of certain specified representations and warranties in the Merger Agreement and certain specified representations and warranties in the loan documents;
the Preferred Securities Financing shall have been consummated (or substantially simultaneously or substantially concurrently with the closing of the Debt Financing shall be consummated); and
such lenders having been afforded a marketing period of at least 15 consecutive days (subject to certain blackout dates) following receipt of a customary offering document for offerings of debt securities under Rule 144A (as described in the Debt Commitment Letter and which shall include certain required financial information regarding TEGNA).
As of the date hereof, the definitive documentation governing the Debt Financing contemplated by the Debt Commitment Letter has not been finalized and, accordingly, the actual terms of the Debt Financing may differ from those described in this proxy statement.
Guarantee
Pursuant to the Guarantee, the SG Holders and CMG have agreed to guarantee the due and punctual payment and performance of: (i) the aggregate amount of the Parent Financing Termination Fee (as defined in the section of this proxy statement captioned “The Merger Agreement—Termination Fees”) solely if and when any of the Parent Financing Termination Fee is payable pursuant to the Merger Agreement; (ii) the aggregate amount of the Parent Regulatory Termination Fee (as defined in the section of this proxy statement captioned “The Merger Agreement—Termination Fees”) solely if and when any of the Parent Regulatory Termination Fee is payable pursuant to the Merger Agreement; provided that only the SG Holders have guaranteed payment of the Parent Non-Breach Regulatory Termination Fee (as defined in the section of this proxy statement captioned “The Merger Agreement—Termination Fees”); (iii) any enforcement expenses due by Parent pursuant to legal proceedings as a result of certain defaults under the Merger Agreement; provided that payment of enforcement expenses relating to the Parent Non-Breach Regulatory Termination Fee shall be guaranteed only by the SG Holders; and (iv) the reimbursement obligations of Parent pursuant to the indemnification obligations to TEGNA and its representatives in connection with Debt Financing. We refer to the obligations set forth in the preceding sentence as the “Guaranteed Obligations.” The obligations of the SG Holders and CMG under the Guarantee are subject to an aggregate cap equal to $272 million. Under certain circumstances set forth therein, the Apollo Funds have agreed to backstop the guarantee provided by CMG under the Guarantee.
Subject to specified exceptions, the Guarantee will terminate upon the earliest of:
the consummation of the Closing and the payment by Parent of all amounts due by it under the Merger Agreement;
payment of the Guaranteed Obligations by or on behalf of the SG Holders and CMG, and the Apollo Funds, as applicable, as the guarantor entities under the Guarantee;
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30 days after the valid termination of the Merger Agreement in accordance with its terms in any circumstance other than pursuant to which Parent would be required to make any payment of Guaranteed Obligations;
120 days after the valid termination of the Merger Agreement in accordance with its terms if the Merger Agreement is terminated in any of the circumstances pursuant to which Parent would be required to make any payment of Guaranteed Obligations, unless TEGNA (A) shall have delivered a claim in writing with respect to the Guaranteed Obligations prior to the 90th day after the valid termination of the Merger Agreements and (B) shall have commenced an action during such 120 days period alleging that Parent is liable for such Guaranteed Obligation; provided that if the Merger Agreement has been so terminated and such notice has been provided and such action shall have been commenced, the SG Holders and CMG, as the guarantor entities under the Guarantee, shall have no further liability or obligation under the Guarantee from and after the earliest of (x) the entry of a final, non-appealable order of a court of competent jurisdiction and (y) the execution of a written agreement providing for the settlement of such Guarantor’s portion of the Guaranteed Obligations among the such guarantor and TEGNA; and
the termination of the Guarantee by mutual written agreement of the SG Holders, CMG, the Apollo Funds and TEGNA.
Closing and Effective Time
The Closing will take place at 10:00 a.m. local time on the third business day following the satisfaction or waiver of all conditions to Closing (described below in the section of this proxy statement captioned “The Merger Agreement—Conditions to the Closing of the Merger”) (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) or such other date, place and time agreed to in writing by Parent and TEGNA. However, if a specified marketing period (being the first period of 18 consecutive days following the date on which Parent has been provided with specified required information regarding TEGNA required by the Debt Commitment Letter) has not ended at the time of the satisfaction or waiver of all conditions to Closing (other than those conditions that by their nature are to be satisfied at the Closing), the Closing will then occur on the date that is the earlier of (i) any business day during such marketing period specified by Parent to TEGNA on no less than three business days’ prior written notice to TEGNA and (ii) the third business day after the final day of such marketing period, or such other date, place and time agreed to in writing by Parent and TEGNA. The date on which the Closing occurs is herein referred to as the “Closing Date.”
Appraisal Rights