Cars.com Inc. (NYSE:TGNA) Files An 8-K Regulation FD Disclosure
Item7.01
| Regulation FD Disclosure. |
Form 10 Effectiveness and Final Information Statement
Cars.com Inc. (the Company) previously filed with the U.S.
Securities and Exchange Commission a registration statement on
Form10, initially filed on September7, 2016 (as amended, the
Registration Statement), relating to the distribution by TEGNA
Inc. (TEGNA) of all of the outstanding shares of common stock of
the Company, par value $0.01 per share (the Cars.com Common
Stock), to TEGNA stockholders. On May12, 2017, the Registration
Statement became effective. The Registration Statement includes a
preliminary information statement that describes the distribution
and provides important information regarding the Companys
business and management.
The final information statement, dated May16, 2017 (the
Information Statement), is attached hereto as Exhibit 99.1.
As further described in the Information Statement, TEGNA expects
to distribute one share of Cars.com Common Stock for every three
shares of TEGNA common stock, par value $1.00 per share held as
of the close of business on May18, 2017, the record date for the
distribution. Subject to the satisfaction or waiver of the
conditions for the distribution, which are described in the
Information Statement, the distribution is expected to occur at
11:59 p.m., Eastern Time, on May31, 2017 (the Distribution Date).
Beginning on or around May18, 2017, Cars.com Common Stock is
expected to begin trading on a when-issued basis on the NewYork
Stock Exchange under the ticker symbol CARS WI. Subject to the
distribution occurring on the Distribution Date, at the close of
trading on May31, 2017, when-issued trading of Cars.com Common
Stock will end and on June1, 2017, regular way trading under the
ticker symbol CARS will begin.
Investor Presentation
In advance of the previously announced proposed separation of the
Company from TEGNA Inc., the Company has prepared a presentation
for use during an investor presentation on May16, 2017 and at
certain other times thereafter. A copy of the presentation slide
deck is attached hereto as Exhibit 99.2.
The information contained in this Current Report on Form 8-K
(including the exhibits hereto) is being furnished to Item7.01 of
Form8-K and shall not be deemed filed for purposes of Section18
of the Securities Exchange Act of 1934, as amended (the Exchange
Act), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing
made by the Company under the Securities Act of 1933, as amended,
or the Exchange Act, except as otherwise expressly set forth by
specific reference in such filing.
The furnishing of the information in this Item7.01 is not
intended to, and does not, constitute a representation that such
furnishing is required by Regulation FD or that the information
in this Item7.01 or the exhibits hereto is material information
that is not otherwise publicly available.
| Item9.01. | Financial Statements and Exhibits |
(d) Exhibits.
|
Exhibit Number |
Description | |
| 99.1 | Information Statement of Cars.com Inc., dated May 16, 2017. | |
| 99.2 | Cars.com Inc. Investor Presentation, dated May 16, 2017 |
About Cars.com Inc. (NYSE:TGNA)
Tegna Inc. has a portfolio of media and digital businesses that provide content. The Company’s segments include TEGNA Media (Media) and TEGNA Digital (Digital). As of December 31, 2016, its media business included 46 television stations operating in 38 markets and offered television programming and digital content. Its digital business consists of its Cars.com and CareerBuilder business units that operate in the automotive and human capital solutions industries. Its Media segment includes core advertising, including local and national non-political advertising; political advertising during elections; retransmission that represents satellite and cable networks, and telecommunications companies to carry its television signals; digital that includes digital marketing services and advertising on the stations’ Websites, tablet and mobile products, and other services. Its Digital business segment consists of four business units, including Cars.com, CareerBuilder, G/O Digital and Cofactor. Cars.com Inc. (NYSE:TGNA) Recent Trading Information
Cars.com Inc. (NYSE:TGNA) closed its last trading session down -0.02 at 23.50 with 4,353,679 shares trading hands.
