The deal was confirmed the next day on February 24, 2022, with Tegna agreeing to be acquired byan affiliate of Standard General for $24.00 per share in cash. 703-873-6747 Correction: A previous version of this article referred to Alden Global Capital as a hedge fund. The transaction is subject to approval by TEGNA shareholders, regulatory approvals, and other customary closing conditions, and is expected to close in the second half of 2022. The buyers and Tegna have cleared what sources saw as the major stumbling block: how much the Standard General-Apollo team would need to pay if the deal takes more than a year to clear the Federal Communications Commission and other regulators. Since 2008, Apollo's ESG program has set the standard for ESG reporting within our industry. Big publicly-traded broadcaster Tegna, which has been in play for months, agreed to sell itself to Standard General and investors led by Apollo Global Management and its Cox Media . Notice of Ex Parte Communications, filed by Altice USA, Inc. Letter, filed by Nashville Area Hispanic Chamber of Commerce, Notice of Ex Parte Communication, field by SCGI Holdings III LLC (Standard General), Letter, filed by Board of the South Carolina African American Chamber of Commerce, Response to Request for Information, filed by Apollo Global Management and Cox Media Group (redacted), Response to Request for Information, filed by Tegna Inc. (redacted), Notice of Ex Parte Communication, filed by The News Guild-CWA and The National Association of Broadcast Employees and Technicians (NABET) -CWA. It took 112 days for this deal to be completed. Tegna was in play for years before agreeing last Feb. to sell itself to Standard General and investors led by Apollo Global Management and its Cox Media Group. It took 48 days for this deal to be completed. By subscribing, I agree to the Terms of Use and Privacy Policy. A week later, on March 17, 2020, the Najafi Companies announced the delivery of an offer to Tegnas (TGNA) board of directors tojointly acquire thecompany. You can obtain free copies of these documents from the Company using the contact information above. 212-355-4449, TEGNA I appreciate your thorough review of this potential deal and am seeking to better understand the FCCs review process.. Comments, filed by Graham Media Group, Inc. These attacks are dangerous. Gray Television withdrew its offer the same day. We added TGNA as apotential dealto the Deals in the Works section on September 21, 2022 and the price after the news of the potential deal came out was $21.52. 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Washington, D.C. U.S. Tysons, Va. and New York TEGNA Inc. (NYSE: TGNA) and Standard General L.P. today announced that TEGNA and an affiliate of Standard General have entered into a definitive agreement under which TEGNA will be acquired by the Standard General affiliate for $24.00 per share in cash. There would be overlap if one considered Cox and Tegna the same entity. Overall, Kim is borrowing $8 billion to finance the highly leveraged buyout, a source said. The transaction has an equity value of approximately $5.4 billion and an enterprise value of approximately $8.6 billion, including the assumption of debt. This was one of the Deals In The Works that appeared to have a high probability of closing given the level of interest from multiple parties, the specificity of the details that leaked and the fact that the company also confirmed that it was in advanced discussions. Industry practice is a station owner charges the highest rate to all cable companies. of Broadcast Employees and Technicians-CWA, Letter, filed by Korean American Assoc. In February 2023, the FCCs Media Enforcement Bureau (Bureau) referred the case to an administrative law judge for a hearing. These risks, uncertainties and other factors include, but are not limited to, those discussed under Risk Factors in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021, and the following: (1) the timing, receipt and terms and conditions of any required governmental or regulatory approvals of the proposed transaction and the related transactions involving the parties that could reduce the anticipated benefits of or cause the parties to abandon the proposed transaction, (2) risks related to the satisfaction of the conditions to closing the proposed transaction (including the failure to obtain necessary regulatory approvals or the approval of the Companys stockholders), and the related transactions involving the parties, in the anticipated timeframe or at all, (3) the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the Companys common stock, (4) disruption from the proposed transaction making it more difficult to maintain business and operational relationships, including retaining and hiring key personnel and maintaining relationships with the Companys customers, vendors and others with whom it does business, (5) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement entered into pursuant to the proposed transaction or of the transactions involving the parties, (6) risks related to disruption of managements attention from the Companys ongoing business operations due to the proposed transaction, (7) significant transaction costs, (8) the risk of litigation and/or regulatory actions related to the proposed transaction or unfavorable results from currently pending litigation and proceedings or litigation and proceedings that could arise in the future, (9) other business effects, including the effects of industry, market, economic, political or regulatory conditions, (10) information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity, malware or ransomware attacks, and (11) changes resulting from the COVID-19 pandemic, which could exacerbate any of the risks described above. The FCC has a duty to consider proposed media acquisitions in the context of the reality of local news in America, where newspapers are being bought and stripped by hedge funds like Standard General, leaving local communities with news deserts and at greater risk of falling victim to the misinformation campaigns that threaten our democracy. Theres been a spate of M&A in broadcasting since, including Nexstar acquiring Tribune Media and Sinclair Broadcast buying the Fox regional sports networks. The acquisition ofMonmouth Real Estate Investment Corporation(MNR) byIndustrial Logistics Properties Trust (NASDAQ:ILPT) on February 25, 2022. Response to Request for Documents and Information (redacted cover letter), filed by Tegna, Inc. On February 23, 2022,McAfee (NASDAQ:MCFE)received written notice from the Competition Commission of Switzerlandthat the transactions contemplated by the Merger Agreement are authorized in Switzerland, and accordingly all applicable consents and approvals for the Merger required under the applicable antitrust laws in Switzerland have been received. The negotiations over other contract terms are continuing and a deal is not certain, the source added. An affiliate of Standard General will hold substantially all of the voting, common equity in the new entity that is acquiring TEGNA, with CMG and funds managed by affiliates of Apollo Global Management to hold securities in the new entity that will be non-voting and non-attributable and with other investors holding non-voting interests. 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It also reps a premium of 11% to Tegnas all-time closing high since splitting off from the Gannett publishing business in 2015. The transaction consideration represents a premium of approximately 39% to TEGNAs unaffected closing share price on September 14, 2021, the last full trading day prior to media speculation about a potential sale of TEGNA, and a premium of approximately 11% to TEGNAs all-time high closing price since separation from the Gannett publishing business in 2015. Opposition to Access to Confidential Information, filed by SGCI Holdings III LLC, TEGNA Inc., CMG Media Corp. Motion for Waiver to file Application for Review, filed by SGCI Holdings III LLC, TEGNA Inc., CMG Media Corp. The FCCs evaluation of the Standard General-Tegna merger has been consistent with the agencys legal authority and obligations , wrote Senator Warren. speculation began to pop about a potential sale, a racially charged interaction with the chief executive, Ming-Na Wen on 'Joy Luck Club' Oscar snubs, George Clooney's 'ER' pranks, her failed 'Mulan' voice and more, Jim Bob and Michelle Duggar slam 'Duggar Family Secrets' docuseries. It took 72 days for this deal to be completed. Our Standards: The Thomson Reuters Trust Principles. 2023 Deadline Hollywood, LLC. After evaluating this opportunity against TEGNAs standalone prospects and other strategic alternatives, our Board concluded that this transaction maximizes value for TEGNA shareholders. For the latest news, follow us on Facebook, Twitter, and Instagram. Standard Generals attempt to undermine the authority of the FCC in response is dangerous, but its really nothing new. In December 2021, Senator Warren, along with Representatives Joaquin Castro (D-Texas), David Cicilline (D-R.I.), Pramila Jayapal (D-Wash.), and 29 other members of Congress. Finally, Standard General intends to sell nonvoting preferred shares in Tegna to various affiliates of Apollo; as a result, Tegna will not be able to take certain corporate actions without the approval of the majority of those preferred shares. The factors described above cannot be controlled by the Company. Related Document(s) Letter - Chairwoman Response Regarding TEGNA, Standard General & Apollo Global. This page contains an indexed unofficial listing of and electronic links to most materials in this docket. So when a pair of Wall Street funds, Standard General and Apollo Global Management, proposed taking over TEGNA, the nations second-largest local broadcast station owner, they thought it would be smooth sailing. Industry practice is a station owner charges the highest rate to all cable companies. Apollo Global Management is one of the largest asset managers serving many of the world's most prominent investors. The acquisition of TEGNA(NYSE:TGNA) by Standard General for $8.6 billion or $24 per share in cash. The details of the ticking fee are given in the New Deals section below. The FCC presently has only four commissioners, instead of the normal five, making a deadlocked commission a possibility. Notices of Ex Parte Communication, filed by SCGI Holding III LLC (Standard General) and Tegna Inc. TEGNA Inc. (NYSE: TGNA) is an innovative media company that serves the greater good of our communities. We want to hear from you! Send us a tip using our annonymous form. SPACs have been in a challenging environment the last several months where many SPACs have declined precipitously after merging with an operating company. We added HMHC as apotential dealto the Deals in the Works section on January 14, 2022 and the price after the news of the potential deal came out was $16.16. To request materials in accessible formats for people with disabilities (Braille, large print, electronic files, audio format), send an e-mail to fcc504@fcc.gov or call the Consumer & Governmental Affairs Bureau at 202-418-0530 (voice), 202-418-0432 (tty). Hoffman cited a 2014 incident at a luncheon where Lougee, who is white, mistook Hoffman, who is Black, for a hotel car valet. He also controls Ballys that has grown into being an online sports betting presence. Its the most trusted news source in America, and we need to keep it that way. We look forward to building on the Companys strong foundation and leveraging Debs deep industry experience to drive further growth.. Letter, filed by Marshall Broadcasting Group, Inc. Letter, filed by Counsel for The News Guild-CWA and the National Alliance of Broadcast Engineers and Technicians-CWA. In addition, for the purpose of Standard General meeting various FCC ownership limitations, Standard General and CMG Media Corporation (Cox), which is controlled by Apollo Global Management, Inc. (Apollo), seek to transfer control of Apollos full-power television station in Boston (WFXT) to Standard General, and in return transfer four of Standard Generals full-power television stations and assign four of Tegnas full-power television stations licenses in Texas to Apollo. TEGNA shareholders could also receive additional cash consideration in the form of an unusual ticking fee. Under terms of the deal, Standard General will pay an extra 5 cents per share a month after nine months if the deal does not close by that time and then 12.5 cents per share in the 15th month and beyond, sources said. She was previously COO of Media General and CEO of Young Broadcasting. TEGNAs price after this announcement was $14.28. These achievements are a credit to the hard work of TEGNAs dedicated employees, who are the Companys most valuable asset. On September 21, 2021,Tegna once againreceived takeover interestfrom media mogul Byron Allen and Apollo Global Management. TEGNA Inc. (Tegna), and SCGI Holdings III LLC, an affiliate of Standard General L.P. (SCGI and Standard General), have filed applications to transfer control of Tegna and the licenses of 64 full-power television stations and two full-power radio stations from Tegnas current shareholders to SCGI. Letter (redacted), filed by DISH Network Corp. Letter, filed by SGCI Holdings III LLC, Apollo Global Mgmt., Inc., CMG Media Corp. Letter, filed by Asian Americans Advancing Justice (AAJC), Letter, filed by Colorado Business Roundtable, Letter, filed by Missouri Sen. Brian Williams, Letter, filed by Wayne Country (Mich.) Commissioner Jonathan C. Kinloch, Letter, filed by CMG Media Corp. (Cox Media Group), Letter, filed by Trice Edney (Wire News) Communications, LLC, Ex Parte Communication, filed by The News Guild-CWA and National Alliance of Broadcast Engineers and Technicians-CWA, Notice of Ex Parte Communication, filed by American Television Alliance. Tegna owns 64 stations in 51 markets, including top-4 network affiliates in the top 25 markets. It's the most trusted news source in America, and we need to keep it that way. The Post reported Jan. 18 that Standard General was closing in on an acquisition and had cleared a major stumbling block with Tegna over the breakup fee. Phone: 1-888-225-5322. Tegna had initially asked for double that amount, sources said. That comes to an equity value of $5.4 billion, or $8.6 billion including the assumption of debt. Veterans, Servicemembers and Military Families, FY2024 National Defense Authorization Act Requests, Congressionally Directed Spending Federal Funding Requests FY2024, Congressionally Directed Spending Federal Funding Requests FY2023, Congressionally Directed Spending Federal Funding Requests FY2022, In January 2023, Senator Elizabeth Warren. Pleading Cycle Established for Proposed Transfer of Control of Tegna, Inc. to Standard General, L.P. Opposition to Application for Review, filed by The NewsGuild-CWA and Natl Assoc. After the buyout closes, Tegna plans to sell Apollos Cox three TV stations in Austin, Dallas and Houston to Apollos Cox, Tegna said in Tuesdays release. Reuters provides business, financial, national and international news to professionals via desktop terminals, the world's media organizations, industry events and directly to consumers. The acquisition ofNuverra Environmental Solutions(NES) bySelect Energy Services (NYSE:WTTR) on February 23, 2022. Reply Comments, filed by The American Televisions Alliance, Reply to Opposition, filed by The NewsGuild-CWA, NABET-CWA, and United Church of Christ Media Justice Ministry. There were two new deals announced in theDeals in the Workssection last week. Exclusive news, data and analytics for financial market professionals, Reporting by Tiyashi Datta in Bengaluru and Greg Roumeliotis in New York; Editing by Krishna Chandra Eluri and Anil D'Silva, How law firms calculate greenhouse gas emissions, How law firm marketing & business development teams can deliver in a pivotal year, Generative AI in law firms: For many, such technologies are still a great unknown, US Patent Office retaliated against whistleblowing judge, panel rules, Exclusive: Stellantis, GM pay $363 million in US fuel economy penalties, Twitter's head of brand safety and ad quality to leave, UBS CEO warns of painful jobs decisions after Credit Suisse takeover, US SEC to dismiss 42 enforcement cases after internal data mishap. Browse an unrivalled portfolio of real-time and historical market data and insights from worldwide sources and experts. 86% of retail CFD accounts lose money, SHAREHOLDER INVESTIGATION: Halper Sadeh LLC Investigates FOCS, MNTV, CTIC, HMPT, Wells Fargo Sticks to Their Hold Rating for Momentive Global (MNTV), SHAREHOLDER INVESTIGATION: Halper Sadeh LLC Investigates MNTV, RXDX, Momentive Global (MNTV) Gets a Hold from Credit Suisse, Here's what to expect from SVMK's earnings report, SHAREHOLDER INVESTIGATION: Halper Sadeh LLC Investigates RADI, DSEY, MNTV, SHAREHOLDER UPDATE: Halper Sadeh LLC Investigates NATI, MNTV, INDT, DHC, Registration on or use of this site constitutes acceptance of our. Response to Reply to Objection to Disclosure of Confidential Information, filed by CMG Media Corp., SGCI Holdings III LLC, Apollo Global Mgmt., Inc. Tysons, Va. and New York - TEGNA Inc. (NYSE: TGNA) and Standard General L.P. today announced that TEGNA and an affiliate of Standard General have entered into a definitive agreement under which TEGNA will be acquired by the Standard General affiliate for $24.00 per share in cash. Tegnas OTT advertising company Premion is expected to operate as a standalone business majority owned by Cox Media Group and Standard General. It also owns multicast networks include True Crime Network, Twist and Quest, and OTT advertising service Premion. Soo Kims Standard General announced a complex deal on Tuesday with Apollo Global Management to acquire TV station owner Tegna for $24 a share, or roughly $8.6 billion. The deal also risks higher prices for cable, satellite, and other television customers across the nation as a result of increased broadcast television retransmission consent fees.. pattern of passivity in financial performance and refusal to consider acquisition offers. Deadline is a part of Penske Media Corporation. Please do your own due diligence before buying or selling any securities mentioned in this article. The acquisition of Meritor(NYSE:MTOR) by Cummins (NYSE:CMI) for $3.7 billion or $36.50 per share in cash. Howard D. Elias, Chairman of the TEGNA Board, said, We are pleased to have reached this agreement with Standard General, which follows a thorough review of acquisition proposals received by the Company. Frequent marijuana users tend to be leaner and less likely to develop diabetes. Chris Shelton is the president of Communications Workers of America. TGNAs price after this announcement was $21.52. His firm has been pushing for change at Tegna since 2020 when he waged a proxy battle and tried to seat an alternative slate of directors, citing managements pattern of passivity in financial performance and refusal to consider acquisition offers. The FCCs national media ownership rule prohibits any entity from owning commercial television stations that reach more than 39 percent of US television households nationwide. Letter, filed by Rep. Ballys is considering his proposal and has not yet responded to Kim. Link . In April 2022, the FCC began reviewing a proposed deal by Standard General and Apollo Global Management (Apollo) to acquire local news broadcast company Tegna for $5.4 billion. Files. In April 2022, the FCC began reviewing a proposed deal by Standard General and Apollo Global Management (Apollo) to acquire local news broadcast company Tegna for $5.4 billion. 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Kim, president of the alumni association of New Yorks prestigious Stuyvesant High School, is perhaps best known for once being Dov Charneys money man and buying a bankrupt Radio Shack. Plus500. Notice of Ex Parte Communication, field by SCGI Holdings III LLC (Standard General), Tegna Inc., and CMG Media Corp. Notice of Ex Parte Communication, filed by The News Guild-CWA, Notice of Ex Parte Communication, filed by SCGI Holding III LLC (Standard General), Notice of Ex Parte Communication, filed by NCTA The Internet & Television Association. Additional Information and Where to Find It. the FCCs Media Bureau decided this deal deserved a closer look, misrepresent Gigi Sohns record and derail her nomination, debt after the Revolution and the Civil War. The acquisition of South Jersey Industries(NYSE:SJI) by Infrastructure Investments Fund for $8.1 billion or $36 per share in cash. 2023 Deadline Hollywood, LLC. Julie Heskett Mr. Kim is supported by a diverse, highly experienced 17-person team, including seven investment professionals with over 120 years of collective investing experience. On February 22, 2022,McAfee (NASDAQ:MCFE)received written notice from the Committee on Foreign Investment in the United States (CFIUS)that it had concluded action under Section 721 of the Defense Production Act of 1950, as amended, and determined there are no unresolved national security concerns regarding the transactions contemplated by the Agreement and Plan of Merger. On February 23, 2022,Oracle Corporation (NYSE:ORCL) announced thatthe waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to Oracles pending acquisition of Cerner Corporation (NASDAQ:CERN) expired on February 22, 2022. 2023 NYP Holdings, Inc. All Rights Reserved, Apollo co-founder Leon Black wins dismissal of rape accusers lawsuit, LeonBlackrape accuser fires law firm, plans to represent herself, Leon Black loses bid to revive lawsuit against Russian model, others, Jamie Dimons son-in-law could be deposed in $21M fraud case: sources, to clear the Federal Communications Commission and other regulators, making a deadlocked commission a possibility. At all levels, we have been tireless in our efforts to ensure TEGNA effectively serves all of our stakeholders, and I am immensely proud of these efforts. Thats why the FCC is taking a thorough look at this buyout and seeking to hold a hearing to understand the potential impact of this acquisition on local news, including cuts to local jobs and news programming. 2023 NYP Holdings, Inc. All Rights Reserved, Apollo co-founder Leon Black wins dismissal of rape accusers lawsuit, LeonBlackrape accuser fires law firm, plans to represent herself, Leon Black loses bid to revive lawsuit against Russian model, others, Jamie Dimons son-in-law could be deposed in $21M fraud case: sources, history of sexual discrimination and racial bias, working with Byron Allen to bid for Tegna. of Broadcast Employees and Technicians-CWA, Opposition to Motion to Certify, filed by Enforcement Bureau. Merger activity remained steady with five new deals announced, four deals completed and one deal terminated. The question now is if the Federal Communications Commission will clear the deal as the combination of Cox and Tegna would clearly surpass the FCCs national media ownership rule prohibiting any entity from owning commercial television stations that reach more than 39 percent of US television households nationwide. And after reviewing the transaction, the FCCs Media Bureau decided this deal deserved a closer look. On February 24, 2022,Apria (NASDAQ:APR) announced that thewaiting period has expiredunder the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with its previously announced transaction with Owens & Minor (NYSE:OMI). Opposition to Extension of Time, filed by SGCI Holdings III LLC, TEGNA Inc., CMG Media Corp. Motion for Extension of Time, filed by Enforcement Bureau, FCC. Tegnas assets include 64 television stations in 51 U.S. markets, Its the largest owner of top 4 network affiliates in the top 25 markets among independent station groups. If you found this article informative and would like to receive it by email every Monday morning before the market opens,click here to subscribe for free. Meanwhile, there is still a $1 or $2 a share gap on price, so theres still only a 50-50 chance a deal will get signed, a source close to the matter said. Theres been a spate of M&A in broadcasting since, including Nexstar acquiring Tribune Media and Sinclair Broadcast buying the Fox regional sports networks. The op-ed, based on an egregious misreading of the FCCs ruling, is an assault on our countrys democratic institutions and, ironically, reflects just what the FCC was trying to prevent: hedge funds and wealthy Wall Street executives dominating our countrys local news. [1] Subscribe to Deadline Breaking News Alerts and keep your inbox happy. All Rights Reserved. Tegna, currently listed on the NYSE, will go private. Troy A. Carter, Sr. February 22, 2022 6:07am Tegna Buildling Sipa via AP Images Big publicly-traded broadcaster Tegna, which has been in play for months, agreed to sell itself to Standard General and investors led. Forward-looking statements are based on a number of assumptions about future events and are subject to various risks, uncertainties and other factors that may cause actual results to differ materially from the views, beliefs, projections and estimates expressed in such statements. sent a letter to Federal Communications Commission (FCC) Chairwoman Jessica Rosenworcel, urging the FCC to continue its thorough review of Standard Generals proposed acquisition of Tegna regardless of pressure by supporters of the deal, and to use its statutory authority to block this $5.4 billion deal. Our hard work has built a company that is a leading and trusted local news and media content provider in the markets it serves and has fostered a culture of diversity and inclusiveness. Senator Warren has called for the FCC and other federal agencies to review proposed deals with an eye towards effects on diversity, explaining that economic justice cannot be realized without ensuring that all communitiesespecially low income and minority communitiesare protected from the exploitation and abuse that often accompanies concentrated economic power. TEGNA Inc. is a media company innovating in the digital age. She was previously COO of Media General and CEO of Young Broadcasting. They put together an opinion piece asserting that the FCCs careful scrutiny of the takeovers impact on local journalism and jobs is an unprecedented overreach of authority. The hedge fund then pushed duplicates of the piece to six local outletsthe New York Daily News, Boston Herald, Chicago Tribune, St. Paul Pioneer Press, Hartford Courant, and The Virginian-Pilotall owned by investment firm Alden Global Capital, which has gutted several local newspapers. Apollo would only be a minority owner in the new Tegna, sources said. Kim plans to replace Tegnas CEO David Lougee who Kim had accused of having a history of sexual discrimination and racial bias with former Media General COO Deb McDermott, Standard General said in a Tuesday release. Subscribe to Well Adjusted, our newsletter full of simple strategies to work smarter and live better, from the Fortune Well team. Sard Verbinnen & Co. Investors also will be able to obtain a free copy of the proxy statement and other documents (when available) filed by the Company with the SEC by accessing the Investors section of the Companys website at http://tegna.com. CORONAVIRUS: For information about coronavirus (COVID-19) and financial assistance, click here. Tegnas stations combined with those that Apollo already owns would surpass that mark. Ms. McDermott currently serves as CEO of Standard Media and has more than 20 years of experience leading broadcast groups, including previously serving as COO of Media General and as CEO and President of Young Broadcasting. FORTUNE may receive compensation for some links to products and services on this website. Joint Reply Comments, filed by SGCI Holdings III LLC, Apollo Global Mgmt., Inc., CMG Media Corp. Letter (redacted), filed by Cox Media Group, Comments, filed by American Consumer Institute. Orders, Public Notices, Statements & Letters, Letters, filed by International Union of Operating Engineers, Letter, filed by International Union of Operating Engineers, Notice of Ex Parte Communication, filed by The News Guild-CWA (redacted). The main question hovering over the potential deal is whether a Standard General-Apollo bid can withstand antitrust scrutiny. All Rights Reserved. Standard Generals op-ed touts the power of local news. Local news is powerful. Apollo owns 33 TV stations in 20 markets through its portfolio company Cox Media Group, while Standard General owns four TV stations, according to their websites. Details: Standard General and Apollo are buying Tegna at $24 per share in cash. The transaction was unanimously approved by the TEGNA Board. A syndicate of banks led by RBC Capital Markets will provide debt financing. It also reps a premium of 11% to Tegnas all-time closing high since splitting off from the Gannett publishing business in 2015. On January 21, 2020, another large investor in Tegna (NYSE:TGNA)wanted the company topursue a merger or sale. Standard General Copies of the applications and any subsequently-filed documents in this matter also may be obtained through the Commission's Electronic Comment Filing System. The opinions expressed in Fortune.com commentary pieces are solely the views of their authors and do not necessarily reflect the opinions and beliefs ofFortune. TEGNA also owns leading multicast networks True Crime Network, Twist and Quest. On February 23, 2022, shareholders of R. R. Donnelley & Sons Company (NYSE:RRD)approved the companys mergerwith Chatham Asset Management at a special meeting of shareholders. Wachtell Lipton Rosen & Katz and Covington & Burling are legal advisors. Tegnas OTT advertising company Premion is expected to operate as a standalone business majority owned by Cox Media Group and Standard General. That bid was later bumped to $22.65 per share and then to $24, people familiar with. Meanwhile, this $8.6 billion deal is being funded in part by the countrys largest private equity firm, Apollo Global Management, which already controls another vast local TV chain, Cox Media Group. The most comprehensive solution to manage all your complex and ever-expanding tax and compliance needs. You can find the new SPAC IPO announcements inourSPACs tool here. It was founded in 2007 by Soohyung "Soo" Kim and Nicholas Singer with seed capital from Reservoir Capital Group. Agreements (Standard General and Apollo/Cox), Standard General and Tegna, MB Docket 22-162, FY 2024 Congressional Budget Justification, Search public filings and get the RSS feed for MB Docket 22-162, Comment Sought on Letters Relating to Proposed TEGNA Transaction, Supplemental Pleading Schedule Established, Instructions for Electronic Production of Documents and Electronically Stored Information, Information Request and Protective Order Issued. The Bureau acted consistently with agency precedent, which makes clear that the public interest analysis includes consideration of harms to consumer welfare from artificial increases in retransmission fees, and harms to broadcast localism through cuts to local journalism and news staffing., In the letter, Senator Warren highlights the need for the FCC and other federal agencies to scrutinize mergers and acquisitions for anticompetitive effects including higher prices, employee layoffs, and potential collusion as requested by President Biden in his 2021 Executive Order promoting competition in the American economy. Senator Elizabeth Warren (D-Mass.) Since 2013, Soo Kim has been the Managing Partner and Chief Investment Officer. Standard General owns about 4.8% of Tegna, making it the fourth-largest shareholder, according to Refinitiv data. It owns multicast networks True Crime, Twist and Quest. Signup for Breaking News Alerts & Newsletters. The agency is expected to argue in its lawsuit that the combination would give UnitedHealth sensitive data that it could use against its competitors in the industry. Because Apollo already holds a significant stake in Cox Media Group (Cox), a media conglomerate with television stations in nine U.S. markets, this proposed acquisition of Tegna would add several television stations in overlapping markets. Screen for heightened risk individual and entities globally to help uncover hidden risks in business relationships and human networks. Sign up for Deadline's Newsletter. Feb 4 (Reuters) - U.S. regional TV station operator Tegna Inc (TGNA.N) is in talks to sell itself to shareholder Standard General and private-equity firm Apollo Global Management Inc (APO.N) for $24 per share, a source familiar with the matter said. J.P. Morgan Securities is acting lead financial advisor with Greenhill & Co. also to Tegan. Following the close of the transaction, TEGNA stations in Austin (KVUE), Dallas (WFAA and KMPX) and Houston (KHOU and KTBU) are expected to be acquired by Cox Media Group (CMG) from Standard General. of Broadcast Employees and Technicians-CWA. Apollo, which owns the Cox Media Group and its 33 television stations, is buying Kims three mid-market TV stations. Two of the five new deals announced were potential deals in the works. The table below shows weekly spread changes between February 18 and February 25, 2022. Lougee drew headlines last spring when when Adonis Hoffman, a longtime fixture in Washington media and regulatory circles, withdrew his Tegna board nomination citing a racially charged interaction with the chief executive. Comments, filed by American Consumer Institute for Consumer Research, Letter in Support, filed by Natl Assoc. On February 24, 2022,Change Healthcare (NASDAQ:CHNG) issued the following statement regarding the announcement that DOJ intends topursue litigation to block the proposed mergerbetween Change Healthcare and UnitedHealth Group (NYSE:UNH): . Separately, Kim has an offer to buy the 80 percent of Ballys he does not own for $38 a share. Circuit, asking the court to order the full Commission to rule on the deal. Terms & Conditions. Russias invasion of Ukraine has also had an impact on some of the active deals in the MAT. See here for a complete list of exchanges and delays. On February 25, 2022,Zynga (NASDAQ:ZNGA) announced thecompletion of the go-shop periodunder the previously announced merger agreement with Take-Two Interactive Software (NASDAQ:TTWO). This site is protected by reCAPTCHA Enterprise and the Google Privacy Policy and Terms of Service apply. We've received your submission. Moelis & Company and RBC are acting as financial advisor to Standard General and Fried Frank Harris Shriver & Jacobson LLP and Pillsbury Winthrop Shaw Pittman LLP are acting as its legal advisors. Disclaimer:I have long positions in TEGNA (TGNA), Arena Pharmaceuticals (ARNA) and Bluerock Residential Growth REIT (BRG). On March 6, 2020,Gray Television (NYSE:GTN)made an offer to acquireTegna (NYSE:TGNA) for approximately $8.5 billion in a cash plus stock deal worth $20 per share. According to apost in Seeking Alpha, shares of GCP Applied Technologies(NYSE:GCP), which agreed to a$2.3B sale to Saint-Gobainin December, and Kraton (NYSE:KRA), which is being acquired by DL Chemical, fell because these deals require Russian approval. TEGNA shareholders will receive additional cash consideration in the form of a ticking fee of $0.00167 per share per day (or $0.05 per month) if the closing occurs between the 9- and 12-month anniversary of signing, increasing to $0.0025 per share per day (or $0.075 per month) if the closing occurs between the 12- and 13-month anniversary of signing, $0.00333 per share per day (or $0.10 per month) if the closing occurs between the 13- and 14-month anniversary of signing, and $0.00417 per share per day (or $0.125 per month) if the closing occurs between the 14- and 15-month anniversary of signing. S&P Index data is the property of Chicago Mercantile Exchange Inc. and its licensors. Powered and implemented by Interactive Data Managed Solutions. In late November, there was report that Standard General/Apollo raised their offer to $22.65/share above an earlier bid of $22. By subscribing, I agree to the Terms of Use and Privacy Policy. The Applicants state that Apollo will not have an attributable interest in Tegna. Tegna Stock Jumps On Report Of New Sale Talks As Station Group Seals Carriage Deal With Dish, Ending 4-Month Blackout. of Broadcast Employees and Technicians-CWA (NABET-CWA), Notice of Ex Parte Communication, filed by American Television Alliance (ATVA). 2023 Fortune Media IP Limited. Wall Street has grown accustomed to getting its way in Washington. All Rights Reserved. Deb McDermott is an experienced and accomplished broadcast executive, and we are confident in TEGNAs future under her leadership., Ms. McDermott commented, I am honored to lead TEGNAs team to create new opportunities and build on its heritage and successes achieved under Daves leadership. Cox charges higher-than-average retransmission fees to cable operators. Moelis & Company and RBC are financial advisor to Standard General with Fried Frank Harris Shriver & Jacobson LLP and Pillsbury Winthrop Shaw Pittman LLP as legal advisors. But the TV giant in recent days has largely relented on that point, sources said. Shares of Tysons, Virginia-based Tegna closed up 7% at $21.34, giving the company a market capitalization of about $4.72 billion. FORTUNE is a trademark of Fortune Media IP Limited, registered in the U.S. and other countries. Stockholders representing some 78% of common stock voted at the companys special meeting today to approve the deal, according to preliminary results. of Broadcast Employees and Technicians-CWA (NABET-CWA) Opposition and Response to Comments, filed by SCGI Holdings III LLC, Tegna Inc., and CMG Media Corp. https://files.fcc.gov/ecfs/download/494876c6-4f46-4ca4-8600-43460577a190?orig=true&pk=cb77b2ec-1a58-dbc6-139b-ad192cfd5d9b, https://files.fcc.gov/ecfs/download/57fa36db-69b8-41b3-943c-b63d2a87bf88?orig=true&pk=cb77b2ec-1a58-dbc6-139b-ad192cfd5d9b, https://files.fcc.gov/ecfs/download/37e32440-dee0-405a-9452-90b3fac7e3e9?orig=true&pk=cb77b2ec-1a58-dbc6-139b-ad192cfd5d9b. The court rejected Standard Generals appealand also rejected the hedge funds demand that the court instruct the FCC to approve the deal. February 24, 2022:According to a New York Times report, The Department of Justice isexpected to sue to blockUnitedHealths (NYSE:UNH) planned purchase of Change Healthcare (NASDAQ:CHNG). The transaction is expected to close in the second half of 2022, subject to regulatory approvals and other customary closing conditions. On February 25, 2022,S&P Global (NYSE:SPGI) and IHS Markit (NYSE:INFO) announced that the UKs Competition and Markets Authority and the European Commission havegranted the final regulatory approvalsnecessary for the companies to close their merger. The deal was unanimously approved by Tegnas board. Letter: pdf txt. At close, Deb McDermott, CEO of Standard Media will be CEO, replacing Dave Lougee. Readers are cautioned not to place undue reliance on forward-looking statements made by or on behalf of the Company. Standard Generals leadership reacted with outrage. This is no coincidence. Document Link . On February 21, 2022, Bloomberg reported thatStandard General and Apollo Global Managementwere nearing a deal to acquireTegna. Wall Street and telecom companies have been emboldened by the success of their shameful campaign to misrepresent Gigi Sohns record and derail her nomination to the FCC. Cautionary Statement Regarding Forward-Looking Statements. Notice of Ex Parte Communication, filed by SGCI Holdings III LLC and Tegna Inc. Ex Parte Communication (redacted), filed by The NewsGuild-CWA and Natil Alliance of Broadcast Engineers and Technicians-CWA, Ex Parte Communication, filed by The NewsGuild-CWA and Natl Alliance of Broadcast Engineers and Technicians-CWA, Letter, filed by Missouri State Conference NAACP. Petition to Deny, filed by Common Cause and United Church of Christ Media Justice Ministry, Petition to Dismiss or Deny, filed by The Newsguild-CWA and Natl Assoc. Text . Founded in 1906 and headquartered in Tysons, Virginia, TEGNA is a digital media and marketing services company. Access unmatched financial data, news and content in a highly-customised workflow experience on desktop, web and mobile. The deal was unanimously approved by Tegnas board. This story has been shared 119,790 times. All rights reserved. If the proposed transaction is approved, Tegna will control the licenses of 61 full-power television stations and two radio stations across 50 television markets, while Apollo/Cox will control the licenses of 31 full-power television stations in 26 markets and 54 radio stations in 11 radio markets. Reply Comments, filed by Altice USA, Inc. FOXO Technologies, a technology company applying epigenetic science and AI to modernize the life insurance industry,entered into a definitive merger agreementwith Delwinds Insurance Acquisition (NYSE:DWIN). Offers may be subject to change without notice. Deadline is a part of Penske Media Corporation. Apollo Global Management and Tegna declined to comment, while Standard General did not immediately respond to a Reuters request for comment. Soo Kim, founding partner of Standard General, will become chairman. The price reps a 39% premium to where Tegnas stock closed on Sept. 14, 2021 lookback the company said reflects its last full day of trading before speculation began to pop about a potential sale, with Bryon Allen, Gray Television and other PE firms among potential suitors. Its up 7% in a down market today on news of the deal. Symbol Quote Acquiring Company Acquiring Company Quote Current Spread Last Week Spread Spread Change Weekly Deal Type NYSE: EXTN 5.77 Enerflex Ltd.(EFX.TO) 7.72 7.52% 4.76% 2.76% All Stock NYSE: PVG 14.33 Newcrest Mining Limited(NCMGY) 18.03 1.71% -0.72% 2.43% All Stock NASDAQ: JOBS 51.15 Garnet Faith Limited (N/A) 54.55% 52.61% 1.94% All Cash NYSE: SAVE 24.89 Frontier Group Holdings, Inc.(ULCC) 13.01 8.53% 7.42% 1.11% Cash Plus Stock NYSE: ATC 24.14 MKS Instruments, Inc.(MKSI) 151.25 1.69% 0.88% 0.81% Cash Plus Stock NASDAQ: CERN 93.41 Oracle Corporation(ORCL) 76.35 1.70% 3.88% -2.18% All Cash NASDAQ: MILE 1.21 Lemonade(LMND) 23.48 2.07% 4.41% -2.34% All Stock NASDAQ: ZNGA 9.18 Take-Two Interactive Software, Inc.(TTWO) 165.28 7.41% 11.54% -4.13% Special Conditions NASDAQ: AZPN 148.56 Emerson Electric Co.(EMR) 92.82 7.70% 12.00% -4.30% Special Conditions NASDAQ: CHNG 21.17 UnitedHealth Group Incorporated(UNH) 475.75 21.63% 28.05% -6.42% All Cash, Total Number of Deals Closed in 2022 29 Total Number of Deals Not Completed in 2022 3 Total Number of Pending Deals Cash Deals 43 Stock Deals 15 Stock & Cash Deals 8 Special Conditions 9 Total Number of Pending Deals 75 Total Deal Size $607.27 billion, Symbol Announced Date Acquiring Company Closing Price Last Price Closing Date Profit Annualized Profit NASDAQ: JOBS 06/21/2021 Garnet Faith Limited(N/A) $79.05 $51.15 03/31/2022 54.55% 622.16% NYSE: TMX 12/14/2021 Rentokil Initial plc(RTOKY) $55.00 $42.64 12/31/2022 2 8.99% 34.46% NASDAQ: CHNG 01/06/2021 UnitedHealth Group Incorporated(UNH) $25.75 $21.17 06/30/2022 2 1.63% 64.20% NASDAQ: ATVI 01/18/2022 Microsoft Corporation(MSFT) $95.00 $81.44 03/31/2023 16.65% 15.31% NASDAQ: TSEM 02/15/2022 Intel Corporation(INTC) $53.00 $46.86 02/15/2023 13.10% 13.55% NYSE: BRG 12/20/2021 Blackstone Real Estate(N/A) $29.85 $26.43 06/30/2022 12.94% 38.40% NASDAQ: SAFM 08/09/2021 Cargill and Continental Grain Company(N/A) $203.00 $179.91 06/30/2022 12.83% 38.09% NYSE: PNM 10/21/2020 Avangrid, Inc.(AGR) $50.30 $44.93 06/30/2022 11.95% 35.47% NYSE: SJR 03/15/2021 Rogers Communications Inc.(RCI) $32.40 $29.59 06/30/2022 9.50% 28.18% NYSE: SJI 02/24/2022 Infrastructure Investments Fund(N/A) $36.00 $33.11 12/31/2022 8.73% 10.38%. Soo Kim, founding partner of Standard General, will become chairman. Get our latest storiesin the feed of your favorite networks. For more information, visitwww.TEGNA.com. Behind the scenes, Standard General is going even further, taking its case to federal court to reverse the FCC decision and even question the constitutionality of the FCCs merger review process. The Company will mail to its stockholders a definitive proxy statement in connection with the proposed transaction. The companies said the deal has an equity value of about $5.4 billion and an enterprise value of about $8.6 billion. This is one Wall Street executive working with another to attack the FCC. Following the close of the transaction, Cox will acquire Tegna stations in Austin (KVUE), Dallas (WFAA and KMPX) and Houston (KHOU and KTBU) from Standard General. In addition, for the purpose of Standard General meeting various FCC ownership limitations, Standard General and CMG Media Corporation (Cox), which is controlled by Apollo Global Management, Inc. (Apollo), seek to transfer control of Apollo's full-power television station in Boston (WFXT) to Standard General, and in return transfer four of Stand. During March 2020 even as the nation was coming to grips with a new pandemic and the market dropped sharply, Tegna received four competing offers. Joint Response to Supplement to Petition to Dismiss or Deny (redacted), filed by SGCI Holdings III LLC, Tegna Inc., CMG Media Corp. Letter, filed by National Federation of Filipino-American Associations, Letter, filed by Missouri State Rep. Dan Shaul, Notice of Ex Parte Communication, filed by SGCI Holdings III LLC, Letter, filed by Georgia Association of Broadcasters, Supplement to Petition to Deny, filed by The News Guild-CWA and Natl Assoc. Ares Management that had recently been working with Byron Allen to bid for Tegna is providing Kim with about a $460 million loan to fund the deal, a source said. Vice President, Corporate Communications Subscribe to Deadline Breaking News Alerts and keep your inbox happy. All told, 24 Apollo astronauts visited the Moon and 12 of them walked on its surface. Upon completion of the transaction, TEGNA will become a private company and its shares will no longer be traded on the New York Stock Exchange. Bloomberg on Monday reported that Standard General was nearing a $24 a share deal. Shareholders must also vote and the deal is expected to close in the second half of 2022. McDermott currently serves as CEO of Standard Media. The price reps a 39% premium to where Tegnas stock closed on Sept. 14, 2021 lookback the company said reflects its last full day of trading before speculation began to pop about a potential sale, with Bryon Allen, Gray Television and other PE firms among potential suitors. of Broadcast Employees and Technicians-CWA (NABET-CWA, Letter, filed by Abraham Kim, Executive Director, Council of Korean Americans, Comments, filed by the National Asian/Pacific Islander American Chamber of Commerce and Entrepreneurship, Comments, filed by Tower of Babel, LLC (dba Crossings TV). To get the deal done, Kim has entered into an expensive partnership with Apollo Global Management which had bid several times in recent years to buy Tegna. Tegna had wanted a roughly $500 million break-up fee if the deal isnt completed one year after it is inked even if regulators werent the cause of a possible no-deal. J.P. Morgan Securities is acting lead financial advisor with Greenhill & Co. also to Tegan. One of his major focuses in recent years has been being a Tegna shareholder activist. We have a value-oriented approach across private equity, credit, and real estate. of Hispanic Publications, Notice of Ex Parte Communication, filed by The NewsGuild-CWA and Natl Assoc. The acquisition ofVocera Communications(VCRA) byStryker (NYSE:SYK) on February 23, 2022. It's a cash deal for $24 a share . You may also find additional information about the Companys directors and executive officers in the Companys definitive proxy statement for its 2021 annual meeting of stockholders, which was filed with the SEC on March 26, 2021 and in subsequently filed Current Reports on Form 8-K, Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. Comments, filed by The American Television Alliance, Comments (redacted), filed by The News Guild-CWA and National Alliance of Broadcast Engineers and Technicians-CWA, Comments, filed by NCTA The Internet and Television Association. Apollo, project conducted by the U.S. National Aeronautics and Space Administration (NASA) in the 1960s and '70s that landed the first humans on the Moon. Dave Lougee, President and CEO of TEGNA, said, This transaction is the next step in TEGNAs evolution and recognizes the value of our portfolio of leading broadcast assets and innovative digital brands. It was created on June 29, 2015, when theGannett Companysplitinto two publicly traded companies. Signup for Breaking News Alerts & Newsletters. Bloomberg, which first reported the news on Friday, said Apollo was in talks to receive preferred shares in the media company and would not have voting rights. She was previously COO of Media General and CEO of Young Broadcasting. Its a cash deal for $24 a share. That comes to an equity value of $5.4 billion, or $8.6 billion including the assumption of debt. On February 25, 2022,Zendesk (NYSE:ZEN) announced that it hasterminated the agreement and plan of mergerwith Momentive Global (NASDAQ:MNTV), after it did not receive the approval of its stockholders to adopt the proposal. This is all part of a larger attempt by Wall Street to weaken and discredit the agencies that do their job by protecting workers, consumers, and our communities. Reuters, the news and media division of Thomson Reuters, is the worlds largest multimedia news provider, reaching billions of people worldwide every day. TGNA's price before this announcement was $20.95.
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