On Monday (2/28), TEGNA will release its fourth quarter 2021 earnings and host an earnings call that includes C-suite leaders such as Lynn Beale, Victoria Harker and CEO Dave Luggie.
In addition to discussing its financial performance during the quarter, the company, formerly known as Gannett, could discuss some other big news that day.
This would include the pending departure of Luzzi, and could include a person who was recently viewed as a disgruntled shareholder.
Most of the control in TEGNA, pending regulatory approval, is to be sold to a partnership involving Sohyung Kim and a majority shareholder in Cox Media Group.
As first reported by Bloomberg on Monday afternoon and confirmed by TEGNA at 7 a.m. on Tuesday, Kim's Standard General and Apollo Global Management have acquired TEGNA at a previously stated price of $24 per share .
TEGNA is set to open trading Tuesday at $20.95 per share, and the offer presents a premium.
How big is that premium? TGNA hasn't been close to $24 per share since June 2007. TEGNA has acknowledged that this is a premium of approximately 11% to TEGNA's all-time high closing price since its separation from the Gannett publishing business in 2015.
TEGNA says the transaction — approved unanimously by the TEGNA board — has an equity value of approximately $5.4 billion and an enterprise value of approximately $8.6 billion, including the assumption of debt.
TEGNA Board Chairman Howard D. Elias commented, "We are pleased to have reached this agreement with Standard General, following a thorough review of the acquisition proposals the company has received."
The second bidder actively solicited a majority stake in TEGNA: Byron Allen and his Allen Media Group. Neither TEGNA nor Allen have publicly commented on this interest.
Elias continued, "After evaluating this opportunity against Tegna's standalone prospects and other strategic options, our Board concluded that this transaction maximizes value for Tegna shareholders. The team's excellent execution of the value of the company." Thank You for-
Creation strategy, TEGNA has established itself as a leading broadcast television group serving the greater well-being of the communities in which we operate – and as a private company it has been able to provide its local news, programming and will have an increased ability to develop marketing solutions. community in a rapidly changing media landscape."
Indeed, TEGNA will be privatized; The close of trading on the NYSE is expected in the second half of 2022.
Elias will no longer be the chairman of the board, as Sue will form a new one after the closure.
A Bloomberg report on Monday outlined most of the conditions outlined in the official announcement.
First, "for a potential antitrust investigation of the deal," Standard General and Apollo will pay an additional amount per share for each month any regulatory review occurs after the initial period. The price increases in incremental amounts from 5 cents per share after the first nine months, to 12.5 cents per share in the 15th month and beyond – assuming no approval will come until May 2023. The beneficiaries are the shareholders of TEGNA.
Apollo will receive preferred shares in TEGNA but, as previously reported by Bloomberg, will not have voting rights so as not to interfere with its Cox Media Group investments.
Officially, an affiliate of Standard General holds all voting and common equity in the new entity, which is acquiring TEGNA, with CMG holding the securities in the new entity and funds managed by associates of Apollo Global Management that are non-profits. Voting will take place. and with other investors having irresponsible and non-voting interests. A syndicate of banks led by RBC Capital Markets will provide the debt financing.
JPMorgan Securities LLC is acting as principal financial advisor, with Greenhill & Co. also acting as financial advisor to TEGNA. Wachtel Lipton Rosen & Katz and Covington & Burling LLP are acting as its legal advisors.
Moelis & Company and RBC are acting as financial advisors to Standard General and Fried Frank Harris Shriver & Jacobson LLP and Pillsbury Winthrop Shaw Pittman LLP are acting as legal advisors.
In view of plans to make Apollo Global Management a non-voting equity stakeholder in TEGNA, to meet regulatory approval, the following stations will be transferred to Cox Media Group upon closure, making it a licensee:
- ABC Affiliate KVUE-24 in Austin
- ABC affiliate WFAA-8 and Estrella TV affiliate KMPX-29 Dallas-Fort Worth . In
- CBS affiliate KOOU-11 and Quest-affiliate KTBU-55 in Houston
In addition, OTT programmatic advertising operation Premion will be operated as a standalone business, which will be majority owned by Cox Media Group and Standard General.