TEGNA recieves two multi-billion dollar acquisition offers

[ShawnHill1]

https://deadline.com/2020/03/byron-allen-bid-broadcaster-tegna-1202880413/

Byron Allen is now named as a candidate to get Tegna

If he and his investors can afford it, there is only one conflict as far as the common markets that Tegna and Allen Broadcasting share, and that's in Huntsville, Alabama. Tegna already owns WZDX (Fox), while Allen owns WAAY (ABC). They could probably pull-off a duopoly in that market (even as small as it), without one of the stations becoming a subchannel of the other, as we've seen recently with Gray, Sinclair, and Nexstar in recent station acquisitions. The only duopoly in that market is WHDF (CW) and WHNT (CBS).

 

[Y2kTheNewOldies]

https://deadline.com/2020/03/big-te...new-directors-bidders-broadcaster-1202882379/

Update on the Tegna talks

A large shareholder of broadcaster Tegna, fund managers Standard General, has proposed an alternative slate of five new directors to counter what it calls “a continuing pattern of passivity” in financial performance, and to ensure the board considers multiple acquisitions offers.

Gray Television, Apollo Global and Allen Media have recently made offers to buy Tegna. The bids are comparable in terms of price – about $20 a share, or $8.5 billion. Gray’s offer is a combination of cash and stock, Apollo and Allen are offering all cash, according to sources.

“We are seeking to change a significant minority of the Company’s Board of Directors,” said Standard General in a proxy document sent to other shareholders of Tenga. It said its nominees, including founding partner Soohyng Kim, “are committed to rigorous oversight of Tegna’s management, operations and business strategy, and to ensuring that Tegna conducts a full and fair evaluation of its strategic alternatives.” It said it had tried to work privately with Tegna management to achieve greater board representation but was rebuffed.

 

[PTBoardOp94]

Here's a shocker.

Now TEGNA has an offer from a partnership of the Najafi Companies, a Phoenix-based private equity firm, and Trinity Broadcasting, the parent company of TBN. The offer is for $20 a share, cash, similar to other offers received by TEGNA in recent weeks.

https://www.businesswire.com/news/h...panies-Trinity-Broadcasting-Network-TBN-Align

EDIT:And apparently Gray has withdrawn their offer due to the effects of COVID-19 on financial markets. https://www.reuters.com/article/idUSL1N2BA1IF

 

[TheBigA]

Here's a shocker.
Now TEGNA has an offer from a partnership of the Najafi Companies, a Phoenix-based private equity firm, and Trinity Broadcasting, the parent company of TBN.

Yuck.

 

[KTN Corp]

It's not like the programming strategy of Nexstar today is that much different than Corinthian (which owned KHOU-TV, WISH-TV, and four other stations in the early 80s before merging with Belo).

Actually the only reason Belo acquired Corinthian was for KHOU to have a presence in both major Texas cities. Besides WFAA, they owned in Chattanooga and Beaumont (the closest to Houston they could get). A side effect of the acquisition was that they were able to max out the 5 VHF station limit in effect at the time.

I wonder if Disney is interested in 1 TEGNA owned station, which is WFAA in Dallas as Dallas is i think one of the biggest TV markets to not have a Disney/ABC O&O while "New Fox" has ownership of KDFW & KDFI, NBCUniversal/Comcast owns KXAS & KXTX and ViacomCBS owns KTVT & KTXA. if who ever buys TEGNA, i think WFAA should be sold to Disney anyway. if LA, Chicago and New York City can have the big 4 owned and operated by the networks, why not let DFW have the same.

ABC doesn't do duopolies and tries to keep its station portfolio streamlined. More likely they would trade their 2 non-Top 10 markets, Raleigh-Durham and Fresno for Sinclair's WJLA in D.C. before considering WFAA to complement their political bureau presence. Their stations have an unrivaled commitment in local news and are in the top 2 spots in each market.

Dallas O&Os have been neglected by the network owners. KDFW is in serious need of a new news set in that small studio (It's worn out and the wood paneling has faded after 15 years of studio lights.) and maybe a new building or relocation. KTVT has been passed over for a news set update to the current Hollywood-designed decor package, which even WJZ received along with an update to the standardized package from Group W-era Chroma Cues. (The set screams early-2010's!) WFAA has only minimal updates to the Victory Park set (likely stemming from the complete rebuild of the KHOU studios that strained the company's resources).

https://www.broadcastingcable.com/n...or-delayed-tornado-cut-in-during-cowboys-game
And KXAS is infamous for not breaking in during the Cowboy's home game when the tornadoes tore through North Dallas back in October. Poor station management and lots of money wasted by Comcast in unused storm chasing trucks!

EDIT:And apparently Gray has withdrawn their offer due to the effects of COVID-19 on financial markets. https://www.reuters.com/article/idUSL1N2BA1IF

A Gray merger would have been interesting since their specialty is in rural markets. Cox might be an easier acquisition since both companies HQs are in Atlanta--no relocations in corporate, similar to Oxy and Anadarko!

 

[TheBigA]

ABC doesn't do duopolies and tries to keep its station portfolio streamlined.

My friends there say they see a day when they don't own any TV stations at all and focus on streaming video completely. They are in the content business.

 

[KTN Corp]

My friends there say they see a day when they don't own any TV stations at all and focus on streaming video completely. They are in the content business.

A decade ago everybody was saying that broadcast was dead and the networks should move over to cable--lacking the messiness of managing affiliation agreements/alliances. Then the digital transition came and then streaming was born and eventually achieved infancy within a few years. People started to cut the cord when they realized that the OTA feeds were cleaner than the compressed HD on cable and they could go a la carte with streaming (instead of waiting for the cable company to evolve into the option).

The recent reunification of cable Viacom with terrestrial broadcast CBS is the reiteration of the classic lesson of "not putting all your eggs in one basket" of irrelevance. CBSN as a replacement for CBS Radio News network--along with the sale of CBS radio--has had some glitches in implementation. TBN and Daystar were tempted to follow EWTN to cable-only, until the resurgence of OTA dampened that temptation.

 

[PTBoardOp94]

A decade ago everybody was saying that broadcast was dead and the networks should move over to cable--lacking the messiness of managing affiliation agreements/alliances. Then the digital transition came and then streaming was born and eventually achieved infancy within a few years. People started to cut the cord when they realized that the OTA feeds were cleaner than the compressed HD on cable and they could go a la carte with streaming (instead of waiting for the cable company to evolve into the option).

Broadcast TV is in poorer health now than it was 5 and 10 years ago. Anecdotally, I don't think many households are replacing cable with rabbit ears, they're just dropping linear TV altogether. I've all but given up on the broadcast networks myself, especially in our current sports-free world.

Nielsen data for persons 2+ in prime-time:
For the season ending May 2010, the 4 broadcast networks totaled 38.4 million average viewers
For the season ending in May 2015, the 5 broadcast networks totaled 35.9 million average viewers.
For the season ending in May 2019, the 5 broadcast networks totaled 28.4 million average viewers.

CW wasn't included in the list 2010 list I found. I expect including CW would push that year's total to roughly 40 million.

 

[Kelly A]

Broadcast TV is in poorer health now than it was 5 and 10 years ago. Anecdotally, I don't think many households are replacing cable with rabbit ears, they're just dropping linear TV altogether. I've all but given up on the broadcast networks myself, especially in our current sports-free world.

This whole pandemic thing is boosting local broadcast TV. Over the past two week, local TV News is up average 38% nationwide. Some markets are seeing close to 70% growth. Network News is seeing growth in the range of 90%. Increasing numbers of people are home with time on their hands, so the expectation is those numbers will go up even more.

 

[KTN Corp]

This whole pandemic thing is boosting local broadcast TV. Over the past two week, local TV News is up average 38% nationwide. Some markets are seeing close to 70% growth. Network News is seeing growth in the range of 90%. Increasing numbers of people are home with time on their hands, so the expectation is those numbers will go up even more.

Those press conferences with local city/county officials and the periodic statewide conference is what is drawing eyeballs to OTA. People need to know who gets closed by executive order/municipal ordinance to reduce socializing, and the press conferences--via OTA TV--provide that information in real time.

 

[PTBoardOp94]

Disagree. A newspaper report or 2:00 package on the evening news will be far more concise and clear than a 30 minute press conference with the governor.

 

[Y2kTheNewOldies]

https://tvnewscheck.com/article/mor...new-treasurer-and-head-of-investor-relations/

Changes at Tegna

Tegna Inc. today announced that assistant treasurer Cherbury Chesser has been promoted to vice president and treasurer, and that Doug Kuckelman, senior director of corporate development, has been named head of investor relations. Both appointments are effective immediately.

Cherbury Chesser joined Tegna in May 2013 as director of corporate finance, and has been assistant treasurer at the company since September 2016. In this role she manages all aspects of corporate finance and asset management, including managing Tegna’s liquidity and credit profile while mitigating operational, financial and reputation risk.

Chesser has led treasury and capital management initiatives including debt issuance, share repurchases, derivatives and hedging, and short and long-term portfolio management. She has more than 15 years of growing responsibility and experience in corporate treasury with public companies.

 

[Y2kTheNewOldies]

https://tvnewscheck.com/article/top-news/246746/tegna-reports-on-acquisition-approaches/

Tegna Inc. on Sunday reported on recent acquisition offers. As has been widely reported, Tegna has received four unsolicited acquisition proposals in recent weeks. Tegna and its advisers engaged substantially with two of these parties and provided them extensive non-public due diligence information.

These two parties made their proposals shortly before the recent market dislocation due to the COVID-19 pandemic and both subsequently informed Tegna that they were ceasing discussions. The other two parties have not signed confidentiality agreements to enable due diligence and have not delivered any information on financing sources.

Howard Elias, chairman of the board, said: “In addition to our focus on executing our standalone plan, the Tegna Board and management have meaningfully engaged with third parties to explore opportunities to create value. The board has been, and remains, willing to consider transactions that create compelling value, and our focus now is on helping management navigate through an unprecedented environment.”

Update on the Tegna talks.

 

[Y2kTheNewOldies]

https://www.broadcastingcable.com/news/tegna-standard-generals-stock-sales-are-troubling

Tegna branded the sale of 5 million shares in the broadcaster by activist investor Standard General as something that should be “troubling” to stockholders being asked to put Standard General nominees on the Tegna board.

In an SEC filing Wednesday, Standard General, which said it owns a 9% stake in Tegna said it sold 5 million shares in a series of swaps. Standard General might still be able to vote those shares because the trades were made after the deadline for eligibility.

Standard General has said that Tegna’s board has allowed the company’s management to underperform its peers and allowed potential bids for the company to disappear. It has proposed a slate of four people with broadcast experience it wants elected to the Tegna board. Tegna said it looked into the nominees and rejected them because of conflicting positions in other broadcasters.

 

[Y2kTheNewOldies]

https://www.broadcastingcable.com/news/standard-general-increases-tegna-stake-to-nearly-12

An Update on the Tegna talks.

Activist investor Standard General on Friday said it has increased its stake in Tegna to 12%, a 20% increase.


Standard General, which is mounting a proxy fight to get a slate of four directors added to Tegna’s board, said that it believes that it is now the largest shareholder in the broadcaster.

On Wednesday, Standard General disclosed that it had sold 5 million shares in swap transactions, a move called “troubling” by Tegna.

“We are fully committed to Tegna, and we are not going anywhere,” said Soo Kim, founding partner of Standard General L.P.

 

[Y2kTheNewOldies]

https://tvnewscheck.com/article/top-news/247365/tegna-updates-shareholders-files-presentation/

Another update on the Tegna talks.

“Standard General’s track record (including at Media General, American Apparel, Radio Shackand Twin River Holdings) and significant investments in and influence over Standard Media Group and Mediaco Holding, two emerging competitors in the broadcasting industry.
“Standard General’s behavior during this proxy fight, including blatant disregard for the facts about Tegna and demonstrably false statements about Tegna’s margins, retransmission rates, deal multiples, debt covenants, engagement with potential buyers, and many other topics.
“The risks to Tegna shareholders of replacing any of Tegna’s Board members with Standard General’s nominees, especially at this time of national crisis.”
The letter, investor presentation and additional information related to Tegna’s 2020 Annual Meeting of Shareholders scheduled for April 30, 2020 can be found here.

 

[Y2kTheNewOldies]

https://tvnewscheck.com/article/top-news/247494/tegna-issues-proxy-fight-fact-sheet/

Tegna Inc. today issued a fact sheet to correct what it called “the numerous factual errors and false and misleading statements made by Standard General to further its ill-considered proxy fight led by Soohyung Kim, who is seeking Tegna Board seats for himself and three other hand-picked nominees.”

Howard D. Elias, chairman of the board, said: “At a time when steady, experienced leadership is needed more than ever, Standard General is seeking to destabilize Tegna’s board of directors and is misleading Tegna shareholders with a campaign of disinformation and disregard for the truth. The numerous errors, false statements and mischaracterizations demonstrate that Mr. Kim either does not understand our business or is intentionally trying to mislead our shareholders to get their votes. Based on the facts, as well as the strong track record of our board and management team, the choice is clear — and we thank our shareholders for their support.”

Here is an update on the Tegna fight for board members and investors.

 

[Will_H_69_9]

https://tvnewscheck.com/article/top-news/247494/tegna-issues-proxy-fight-fact-sheet/




Here is an update on the Tegna fight for board members and investors.

is this signs of a hostile takeover.

 

[Mediafrog+]

is this signs of a hostile takeover.

Textbook example.

Least objectionable takeover would be by Cox Media (Apollo) which at least has some major market credibility. Gray would further gut the stations. Allen Media has been small potato acquisitions so far, but probable similar outcome to Gray. And I shudder to think about what would happen under Najafi/TBN.

Here in Houston, I feel for the KHOU staffers who survived all the Gannett/TEGNA layoffs, only to be flooded out of their building, having to work in makeshift facilities for 18 months, then getting used to new facilities, only to deal with COVID-19...while all the takeover speculation swirls, which will likely result in more layoffs. Ouch.

 

[Y2kTheNewOldies]

https://www.reuters.com/article/us-...-in-fight-with-standard-general-idUSKCN21V2BK

(Reuters) - Ariel Investments LLC, the 11th-largest shareholder of U.S. regional TV station operator Tegna Inc (TGNA.N), said on Monday it was backing the company’s board in its proxy contest with hedge fund Standard General LP.

“We have been very happy with (Tegna’s) performance. They have delivered solid results. They have made the right moves by making accretive acquisitions,” Ariel portfolio fund manager John Miller said in an interview.

Ariel, which was founded by John W. Rogers Jr. in 1983, owns more than 5 million shares in Tegna, equivalent to more than a 2.3% stake, according to Miller.

Standard General, Tegna’s largest shareholder with an approximately 12% stake, is asking the company’s shareholders to elect its four nominees, including founding partner Soohyung Kim, to Tegna’s 12-member board in a vote on April 30.

Here is the statement from Ariel investments over Tegna.