TEGNA INC. (NYSE:TGNA) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry into a Material Definitive Agreement.
On May31, 2017, in connection with the Distribution (as defined
below), TEGNA Inc. (the Company), entered into several agreements
with Cars.com Inc. (Cars.com or SpinCo) that govern the
relationship of the parties following the Distribution, including
the following:
| Separation and Distribution Agreement |
| Transition Services Agreement |
| Tax Matters Agreement |
| Employee Matters Agreement |
A summary of the material terms of these agreements can be found
in the section entitled Certain Relationships and Related Party
Transactions in the Information Statement, dated May16, 2017,
filed as Exhibit 99.1 to the Companys Current Report on Form 8-K
filed with the Securities and Exchange Commission (SEC) on May16,
2017, which is incorporated herein by reference. The summary is
qualified in its entirety by reference to the Separation and
Distribution Agreement, the Transition Services Agreement, the
Tax Matters Agreement and the Employee Matters Agreement filed as
Exhibits 2.1, 10.1, 10.2 and 10.3, respectively, to this Current
Report on Form 8-K, each of which is incorporated herein by
reference.
Also on May31, 2017, in connection with the financing
arrangements entered into by SpinCo to the Separation and
Distribution Agreement, the Company entered into a guaranty (the
Guaranty) in favor of JP Morgan Chase Bank, N.A. The Guaranty was
released upon the Distribution. This summary is qualified in its
entirety by reference to the Guaranty, which is filed as Exhibit
10.4 to this Current Report on Form 8-K, and is incorporated
herein by reference.
Item2.01. Completion of Acquisition or Disposition of
Assets.
On May31, 2017, the Company completed the previously announced
separation of its digital automotive marketplace business from
its media and other digital businesses (the Separation). The
Separation was effected by the transfer of the digital automotive
marketplace business from the Company to SpinCo and the
distribution of all of the outstanding shares of SpinCo common
stock to the Companys stockholders (the Distribution). The
Companys stockholders of record as of the close of business on
May18, 2017 (the Record Date) received one share of SpinCo stock
for every three shares of the Companys common stock held as of
the Record Date. The Company did not issue fractional shares of
SpinCo common stock in the Distribution. Fractional shares that
the Companys stockholders would have otherwise been entitled to
receive were aggregated and are for sale in the public market by
the distribution agent. The aggregate net cash proceeds of these
sales will be distributed ratably to those stockholders who would
otherwise have been entitled to receive fractional shares, in
accordance with the Separation and Distribution Agreement.
As a result of the Distribution, SpinCo is now an independent
public company trading under the symbol CARS on the New York
Stock Exchange.
A copy of the press release issued by the Company on June1, 2017
announcing completion of the Separation and the Distribution is
filed as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
As previously disclosed on Current Reports on Form 8-K filed on
September7, 2016 and May9, 2017, effective as of the completion
of the Distribution:
| (1) |
Gracia C. Martore retired from her position as President and Chief Executive Officer of the Company and resigned as a member of the Companys board of directors; |
| (2) |
David T. Lougee became President and Chief Executive Officer of the Company and was appointed to the Companys board of directors; |
| (3) |
John A. Williams employment with the Company was terminated without cause as a result of the position of President/TEGNA Digital being eliminated; |
| (4) |
Jill A. Greenthal resigned from the Companys board of directors and joined the board of directors of SpinCo; and |
| (5) |
The size of the Companys board of directors was reduced from 11 directors to 10 directors. |
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Item9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The unaudited pro forma condensed consolidated financial
information of the Company giving effect to the Separation and
the Distribution, and the related notes thereto is attached
hereto as Exhibit 99.2.
(d) Exhibits
See Index to Exhibits attached hereto.
|
ExhibitNo. |
Description |
|
| 2.1 |
Separation and Distribution Agreement, dated as of May31, 2017, by and between TEGNA Inc. and Cars.com Inc. |
|
| 10.1 |
Transition Services Agreement, dated as of May31, 2017, by and between TEGNA Inc. and Cars.com Inc. |
|
| 10.2 |
Tax Matters Agreement, dated as of May31, 2017, by and between TEGNA Inc. and Cars.com Inc. |
|
| 10.3 |
Employee Matters Agreement, dated as of May31, 2017, by and between TEGNA Inc. and Cars.com Inc. |
|
| 10.4 |
Parent Guaranty, dated as of May31, 2017, granted by TEGNA Inc. in favor of JPMorgan Chase Bank, N.A., as Administrative Agent. |
|
| 99.1 | TEGNA Inc. press release dated June1, 2017 | |
| 99.2 |
Unaudited pro forma condensed consolidated financial information |
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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.
