UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
(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-K filing 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-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications 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 | ||
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-2 of the Securities Exchange Act of 1934 (§240.12b-2 of 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. (Registrant) | ||||||
| By: | /s/ Akin S. Harrison | |||||
| Akin S. Harrison | ||||||
| Senior Vice President and General Counsel | ||||||
| Date: November 22, 2022 | ||||||
-3-
Document and Entity Information |
Nov. 22, 2022 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | TEGNA INC |
| Amendment Flag | false |
| Entity Central Index Key | 0000039899 |
| Document Type | 8-K |
| Document Period End Date | Nov. 22, 2022 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 1-6961 |
| Entity Tax Identification Number | 16-0442930 |
| Entity Address, Address Line One | 8350 Broad Street |
| Entity Address, Address Line Two | Suite 200 |
| Entity Address, City or Town | Tysons |
| Entity Address, State or Province | VA |
| Entity Address, Postal Zip Code | 22102-5151 |
| City Area Code | (703) |
| Local Phone Number | 873-6600 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock |
| Trading Symbol | TGNA |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |