TEGNA INC. (NYSE:TGNA) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On June 17, 2017, TEGNA Inc. (the “Company”) entered into a
definitive agreement with Cape Publications, Inc., McClatchy
Interactive West, Tribune National Marketing Company, LLC,
CareerBuilder, LLC (“CareerBuilder”) and AP Special Sits
Camaro Holdings, LLC (the “Agreement”), to which the Company
and the other owners of membership interests in CareerBuilder
agreed to sell their combined membership interests to an
investor group led by funds managed by affiliates of Apollo
Group Management, LLC (“Apollo”) and the Ontario Teachers’
Pension Plan Board in exchange for cash and common equity
interests in a newly formed entity that would hold
CareerBuilder and be controlled by Apollo (the
“Transaction”).
The Company’s estimated cash proceeds from the Transaction are
expected to be approximately $250 million, before taxes,
subject to customary purchase price adjustments, including
working capital.
As part of the Agreement, the Company will remain an ongoing
partner in the new entity holding CareerBuilder, reducing its
current 53% controlling interest to 12.5% on a fully-diluted
basis upon the completion of the Transaction.
The Transaction is subject to the receipt of regulatory
approvals and the satisfaction of other customary closing
conditions and is expected to be completed in the third quarter
of 2017.
In connection with entering into the Agreement, the Company
concluded that CareerBuilder meets the criteria under generally
accepted accounting principles to be classified as held for
sale in the consolidated financial statements. As a result, the
Company will be required to record the related assets at fair
value, less an amount of estimated sale costs. The Company
expects to recognize a non-cash pre-tax impairment charge in
the range of approximately $260 million to $290 million during
the second quarter of 2017 to reflect this. This impairment
charge may vary due to the finalization of customary purchase
price adjustments, including working capital.
On June 19, 2017, the Company issued a press release announcing
the Transaction and entry into the Agreement.
A copy of the press release announcing the Transaction, dated
as of June 19, 2017, is filed as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits. |
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(d) |
Exhibits |
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Exhibit |
Description |
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99.1 |
Press Release of TEGNA Inc., dated June 19, 2017. |
TEGNA INC ExhibitEX-99.1 2 pressrelease.htm FOR IMMEDIATE RELEASE June 19,…To view the full exhibit click here About TEGNA INC. (NYSE:TGNA)
TEGNA Inc., formerly Gannett Co., Inc., includes a portfolio of media and digital businesses that provide content. The Company operates through two segments: TEGNA Media (Media Segment) and TEGNA Digital (Digital Segment). As of December 31, 2015, the Company’s media business included 46 television stations operating in 38 markets, offering television programing and digital content. 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, such as production of programing from third parties and production of advertising material. Its Digital segment consists of business units, including Cars.com, CareerBuilder and G/O Digital.