PERFORMANCE WITH PURPOSE
I N V E S T O R P R E S E N TAT I O N - A u g u s t 2 0 2 2
Forward-Looking Statements
This communication includes forward-looking statements within the meaning of the "safe harbor" provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on a number of assumptions about future events and are subject to various risks, uncertainties and other factors that may cause actual results to differ materially from the views, beliefs, projections and estimates expressed in such statements. These risks, uncertainties and other factors include, but are not limited to, those discussed under "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and Quarterly Reports on Form 10-Q, including following: (1) the timing, receipt and terms and conditions of any required governmental or regulatory approvals of the proposed transaction between TEGNA and affiliates of Standard General and the related transactions involving the parties to the proposed transaction 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), and the related transactions involving the parties to the proposed transaction, 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 Company's common stock, (4) disruption from the proposed transaction could make it more difficult to maintain business and operational relationships, including retaining and hiring key personnel and maintaining relationships with the Company's 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 to the proposed transaction, (6) risks related to disruption of management's attention from the Company's 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 (including the effect of COVID-19 on the Company's revenues, particularly its nonpolitical advertising revenues), which could exacerbate any of the risks described above. Potential regulatory actions, changes in consumer behaviors and impacts on and modifications to the Company's operations and business relating thereto and the Company's ability to execute on its standalone plan can also cause actual results to differ materially. The Company is not responsible for updating the information contained in this press release beyond the published date, or for changes made to this press release by wire service, Internet service providers or other media.
Readers are cautioned not to place undue reliance on forward-looking statements made by or on behalf of the Company. Each such statement speaks only as of the day it was made. The Company undertakes no obligation to update or to revise any forward-looking statements. The factors described above cannot be controlled by the Company. When used in this communication, the words "believes," "estimates," "plans," "expects," "should," "could," "outlook," and "anticipates" and similar expressions as they relate to the Company or its management are intended to identify forward-looking statements. Forward-looking statements in this communication may include, without limitation: statements about the potential benefits of the proposed acquisition, anticipated growth rates, the Company's plans, objectives, expectations, and the anticipated timing of closing the proposed transaction.
2
Overview of Standard General's Definitive Agreement to Acquire TEGNA
Transaction to maximize value for TEGNA stockholders, following thorough review of acquisition proposals received by the Company and
evaluation of opportunity against TEGNA's standalone prospects and other strategic alternatives
Announcement Date
Stockholder Approval
Board Approval
Consideration
Closing
Financing
- February 22, 2022
- TEGNA stockholders voted to approve the transaction at the special meeting of stockholders held on May 17, 2022
- The transaction was unanimously approved by the TEGNA board.
- $24.00 in cash for each share of TEGNA common stock.
- Transaction consideration represents equity value of approximately $5.4B and an enterprise value of approximately $8.6B, including the assumption of debt.
- Transaction represents a premium of approximately 39% to TEGNA's 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 TEGNA's all-time high closing price since separation from the Gannett publishing business in 2015.
- In addition to receiving $24.00 per share, TEGNA stockholders 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 on or after the 14-month anniversary of signing.
- Expected to occur in the second half of 2022.
- The transaction is subject to regulatory approvals and customary closing conditions.
- Following the close of the transaction, TEGNA stations in Austin (KVUE), Dallas (KMPX) and Houston (KHOU and KTBU) are expected to be acquired by Cox Media Group ("CMG") from Standard General.
- After closing, Premion is expected to operate as a standalone business majority owned by Cox Media Group and Standard General.
- 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.
- 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.
- A syndicate of banks led by RBC Capital Markets will provide debt financing.
3
Second Quarter 2022 Financial Highlights
- Achieves second quarter record total company revenue, subscription revenue, political revenue, net income, Adjusted EBITDA, and free cash flow
- On track to complete proposed acquisition by an affiliate of Standard General in the second half of 2022, subject to regulatory approvals and customary closing conditions
Select Second Quarter 2022 Financial Results1
Q2 2022 vs. | |||
Financial Metric | Q2 2022 Result | Q2 2021 Result | Context / Primary Drivers of Performance |
Subscription | $389M | +4% | Rate increases, partially offset by subscriber |
Revenue | declines | ||
Down slightly due to softness of certain AMS | |||
AMS Revenue | $335M | -2% | advertising categories, primarily auto, which |
continues to be impacted by supply chain | |||
disruptions | |||
Free Cash Flow | $162M | +76% | Election year political cycles |
Adjusted EBITDA | $256M | +12% | Growth in political and subscription revenues and |
execution of expense management | |||
Q2 Total Company Revenue
$785M
$733M
$578M
Other
Subscription
Political
AMS
Q2 2020 | Q2 2021 | Q2 2022 |
4
1 For full results, see second quarter earnings press release; all numbers provided are as reported unless stated otherwise
Operational Excellence Resulted in Strong Full-Year 2021 Performance
- Achieved record total company revenue, subscription revenue, and AMS revenue in 2021
- Rate increases and leading Big Four affiliate rates supported subscription revenue growth
- AMS results bolstered by broad-basedstrength across advertising categories and TEGNA's digital offerings including Premion
Select Full-Year 2021 Financial Results1
FY 2021 vs. | Context / Primary | FY 2021 vs. | |||
FY 2021 | FY 2020 | Drivers of YoY | FY 2019 | Context / Primary Drivers of Two- | |
Financial Metric | Result | Result | Performance | Result | Year Performance |
Subscription | $1.5B | +14% | Rate increases | +46% | Rate increases and partial year |
Revenue | impact of acquisitions2 | ||||
Strength across | Strength across advertising | ||||
AMS Revenue | $1.4B | +22% | advertising | +16% | categories despite weakness of |
categories | automotive2 | ||||
Absence of record | Growth of subscription and AMS | ||||
Free Cash Flow | $577M | -22% | political revenue in | +53% | revenues, cost reductions, and |
2020 | partial year impact of acquisitions2 | ||||
Adjusted | Absence of record | +34% | Growth in subscription and AMS | ||
$948M | -7% | high margin political | revenues, cost reductions, and | ||
EBITDA | |||||
revenue in 2020 | partial year impact of acquisitions2 | ||||
2021: Third Consecutive Year of Record Total
Company Revenue
$2.9B $3.0B
$2.3B
Other | ||
Subscription | ||
Political | ||
AMS | ||
2019 | 2020 | 2021 |
Election Year
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- For full results, see fourth quarter earnings press release; all numbers provided are as reported unless stated otherwise
- "Acquisitions" includes (1) the Nexstar/Tribune acquisitions (completed September 19, 2019) and (2) the Dispatch acquisitions (completed August 8, 2019)
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Tegna Inc. published this content on 08 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 August 2022 15:24:00 UTC.