TEGNA Inc.
At the Special Meeting, you will be asked to consider and vote on (i) a proposal to adopt the Agreement and
Plan of Merger, dated as of
February 22, 2022, as amended by Amendment No. 1 on
March 10, 2022 (as may be further amended or supplemented, the
“Merger Agreement”), by and among TEGNA, Teton Parent Corp., a Delaware corporation
(
“Parent”), Teton Merger Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent (
“Merger Sub”), and solely for purposes of certain provisions specified therein, Community News Media LLC, a Delaware limited liability company (
“CNM”), CNM Television Holdings I LLC, a Delaware limited liability company and a direct wholly owned subsidiary of CNM (
“CNM Holdings”), SGCI Holdings III LLC, a Delaware limited liability company (
“SGCI”), P Standard General Ltd., a British Virgin Islands exempted company (
“PSG”), Standard General Master Fund L.P., a Cayman Islands limited partnership (
“SG I”), Standard General Master Fund II L.P., a Cayman Islands limited partnership (
“SG II”), and Standard General Focus Fund L.P., a Delaware limited partnership (
“SG Focus” and, together with SGCI, PSG, SG I and SG II, the
“SG Holders”), CMG Media Corporation, a Delaware corporation (
“CMG” and,
together with Parent, Merger Sub and CNM, the
“Parent Entities”), CMG Media Operating Company, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of CMG (
“CMG Media”), CMG Farnsworth Television Holdings, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of CMG Media (
“CMG Newco 1”), CMG Farnsworth Television Operating Company, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of CMG Newco 1 (
“CMG Newco 2” and, together with Parent, Merger Sub and CMG, the
“Post-Closing Transfer Agreement Parties”), Teton Midco Corp., a Delaware corporation and a direct, wholly owned subsidiary of Parent (
“Midco”), Teton Opco Corp., a Delaware corporation and a direct, wholly owned subsidiary of Midco (
“Opco”) and CMG Farnsworth Television Acquisition Company, LLC, a Delaware limited liability company and a wholly owned subsidiary of CMG (
“CNM Merger
Sub” and, together with the Parent Entities, CNM Holdings, CMG Media, the SG Holders, CMG Newco 1, CMG Newco 2, Midco and Opco, the
“Parent Restructuring Entities”) (the
“Merger Agreement Proposal”), (ii) a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to TEGNA’s named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement (the
“Compensation Proposal”) and (iii) a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the
“Adjournment Proposal”). In connection with the completion of the Merger, Parent will become owned by an affiliate of Standard General L.P. (
“Standard General”), an investment firm. Pursuant to the terms of the Merger Agreement,
subject to the terms and conditions set forth therein, Merger Sub will be merged with and into
the Company (the
“Merger”), with
the Company continuing as the surviving corporation and as an indirect wholly owned subsidiary of Parent.