An affiliate of Standard General L.P. entered into a definitive agreement to acquire remaining 95.1% stake in TEGNA Inc. (NYSE:TGNA) from BlackRock, Inc. (NYSE:BLK),The Vanguard Group, Inc., The Vanguard Group, Inc. and others for $5.2 billion on February 22, 2022. Under the terms of the transaction, TEGNA shareholders will receive $24.00 per share in cash, without interest. 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. 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. An affiliate of Standard General will hold substantially all the voting, common equity in the new entity that is acquiring TEGNA, with Cox Media Group 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. Post-closing, 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. Also, after closing, Premion is expected to operate as a standalone business majority owned by Cox Media Group and Standard General. Standard General has obtained equity financing and debt financing commitments for the purpose of financing the transaction. Funds managed by affiliates of Apollo Global Management and certain other investors have committed to purchase preferred equity interests in Standard General at the closing of the merger with an aggregate equity contribution equal to $925 million. A syndicate of banks led by RBC Capital Markets have agreed to provide Standard General with debt financing in an aggregate principal amount that is sufficient, when taken together with the equity financing, to pay the cash consideration required to complete the merger.

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. Post-closing, Dave Lougee will step down and Deb McDermott will become Chief Executive Officer and Soo Kim will serve as Chairman of a new Board. The merger agreement provides that, upon termination of the merger agreement under certain specified circumstances, TEGNA will be required to pay Standard General a termination fee of $163 million, and Standard General will be required to pay TEGNA a termination fee of $136 million or $272 million, in each case under certain specified circumstances. The transaction is subject to approval by at least a majority of TEGNA shareholders; the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; the accuracy of the representations and warranties contained in the merger agreement; Federal Communications Commission approvals, regulatory approvals, and other customary closing conditions. The transaction was unanimously approved by the Board of Directors of TEGNA and Standard General. The Board of Directors of TEGNA resolved to recommend that TEGNA's stockholders adopt the merger agreement. As of May 17, 2022, TEGNA Shareholders approved the merger agreement at the special meeting. As of November 18, 2022, the National Telecommunications and Information Administration, on behalf of the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector (better known as “Team Telecom”), submitted a filing with the Federal Communications Commission (“FCC”) confirming it has no objections to the transaction. As of November 21, 2022, Team Telecom has approved the transaction.As of January 10, 2023, Standard General highlighted the significant support it has received from numerous civil rights organizations, legislators and labor and minority media groups for its acquisition. The transaction is expected to close in the second half of 2022.

J.P. Morgan Securities LLC and Greenhill & Co., LLC acted as the financial advisors to TEGNA and provided fairness opinion to TEGNA Board. Andrew R. Brownstein, Igor Kirman, Nelson O. Fitts, Michael J. Schobel, Selwyn B. Goldberg, Joshua M. Holmes, Victor Goldfeld, Michael S. Benn and Viktor Sapezhnikov of Wachtell, Lipton, Rosen & Katz LLP and Covington & Burling LLP acted as legal advisors to TEGNA. Moelis & Company (NYSE:MC) and RBC acted as the financial advisors and Philip Richter, Warren S. de Wied, Brian Hecht, Ezra Schneck, Roy Tannenbaum, Bernard (Barry) A. Nigro, Jason R. Ertel, Amir R. Ghavi, Michael C. Keats, Joshua D. Roth, Michael J. Alter, Howard A. Fine, Aleksandr B. Livshits and Donna Mussio of Fried, Frank, Harris, Shriver & Jacobson LLP and Scott Flick, Lauren Lynch Flick, Lee G. Petro, Elizabeth Craig and Jessica T. Nyman of Pillsbury Winthrop Shaw Pittman LLP acted as the legal advisors to Standard General L.P. Innisfree M&A Inc. served as proxy solicitor to TEGNA Inc. and Innisfree will be paid approximately $35,000. Computershare served as transfer agent to TEGNA . TEGNA has agreed to pay J.P. Morgan a fee of approximately $68 million, of which $5 million became payable upon delivery of the opinion and the remainder of which is contingent and payable only upon the Closing. TEGNA has agreed to pay Greenhill a fee of $12,000,000, of which $2,000,000 became payable upon delivery of Greenhill's fairness opinion and the remainder of which is contingent and payable only upon the completion of the Merger