Teton Merger pushes out early date of tender for three series of Tegna notes

By Wendy Van Sickle

Columbus, Ohio, March 2 – Teton Merger Corp. extended the early tender and withdrawal date of its cash tender offers to purchase any and all of three series of notes issued by Tegna Inc., according to a news release on Thursday.

The early tender date and withdrawal date has been pushed out to 5 p.m. ET on March 21 from 5 p.m. ET on March 7.

As announced on Feb. 21, the notes include the outstanding $550 million of 4¾% senior notes due 2026 (Cusip: 87901JAF2, U8729JAC2), $1 billion of 4 5/8% senior notes due 2028 (Cusip: 87901JAJ4) and $1.1 billion of 5% senior notes due 2029 (Cusip: 87901JAH8).

The company is offering a total consideration of $1,012.50 per $1,000 principal amount for each series, which includes an early participation premium of $30.

The tender offer and a concurrent consent solicitation are in connection with and conditioned upon the acquisition of Tegna by Teton Merger, a unit of Standard General LP.

Under the consent solicitation, the companies are proposing amendments to eliminate the requirement to make a change-of-control offer for the notes in connection with the merger and eliminate substantially all of the other restrictive covenants and some events of default and other provisions in the indenture for each series. Holders may not tender their notes without delivering their consents, and holders may not deliver their consents without tendering their notes.

Consummation of the tender offer is conditioned on receipt of the required consents for the applicable series of notes.

The tender offers will expire at 5 p.m. ET on March 21.

The closing of the merger remains subject to the approval of the Federal Communications Commission and is expected to occur in March or April.

Teton Merger expects consummation of the tender offer and consent solicitation to coincide with closing of the merger. The company noted that the total consideration with the early payment is higher than what the change-of-control repurchase price would be, but the consideration without the $30 premium per $1,000 of notes is lower than that price would be.

The consummation of the merger, or any related financing, is not conditioned upon the consummation of the tender offer or the receipt of the required consents in the consent solicitation, and if the requisite consents are not received for a series, the company will make a change-of-control offer for that series.

Global Bondholder Services Corp. (866 654-2015 or 212 430-3774) is the information and tender agent.

BofA Securities, Inc. (980 388-3646, 888 292-0700 or by debt_advisory@bofa.com), Goldman Sachs & Co. LLC (212 902-5962, 800 828-3182 or GS-LM-NYC@gs.com) and RBC Capital Markets, LLC (212 618-7843, 877 381-2099 or liability.management@rbccm.com) are the dealer managers and solicitation agents.

Tegna is a Tysons, Va.-based broadcast, digital media and marketing services company.

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