Date of Report (Date of earliest event reported): November 22, 2022
TEGNA INC.
(Exact name of Registrant as Specified in its Charter)
Delaware
1-6961
16-0442930
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
8350 Broad Street, Suite 200, Tysons, Virginia
22102-5151
(Address of Principal Executive Offices)
(Zip Code)
(703)873-6600
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-Kfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencementcommunications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencementcommunications pursuant to Rule 13e-4(c)under the Exchange Act (17 CFR 240.13e-4(c))
Title of each class
Trading
symbol(s)
Name of each exchange
on which registered
Common Stock
TGNA
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2of the Securities Exchange Act of 1934 (§240.12b-2of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01
Other Events.
As previously reported, TEGNA Inc., a Delaware corporation (the "Company"), entered into the Agreement and Plan of Merger , dated as of February 22, 2022 (as amended by Amendment No. 1 thereto on March 10, 2022, the "Merger Agreement"), by and among Teton Parent Corp., a Delaware corporation ("Parent"), Teton Merger Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent, and solely for purposes of certain provisions specified therein, certain subsidiaries of Parent, certain affiliates of Standard General L.P., a Delaware limited partnership, CMG Media Corporation, a Delaware corporation ("CMG"), and certain of CMG's subsidiaries.
On November 22, 2022, the Company elected, pursuant to the terms of the Merger Agreement, to extend the Outside Date (as defined in the Merger Agreement) from November 22, 2022 to February 22, 2023.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Tegna Inc. published this content on 22 November 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 November 2022 21:43:28 UTC.
Tegna Inc. is a media company, which is engaged in providing stories, investigations and marketing services. The Company owns and operates approximately 64 television stations and two radio stations in 51 United States markets and owns four network affiliates in approximately 25 markets among independent station groups, reaching approximately 39% of United States television households. The Company also owns multicast networks, which include True Crime Network, Twist and Quest. Through TEGNA Marketing Solutions (TMS), its integrated sales and back-end fulfillment operations, it delivers results for advertisers across television, digital and over-the-top (OTT) platforms, including Premion, its OTT advertising network. Its Premion business operates an advertising network for OTT streaming and connected television platforms. The Company also operates VAULT Studios, which develops original television programs developed from its stationsâ library of true crime and investigative content.