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Teton Merger Corp. - Tender and Consent Offer - Launch (for TEGNA Inc.)

Teton Merger Corp. Announces Commencement of Tender Offers and Consent Solicitations for Senior Notes of TEGNA Inc.


21 FEBRUARY 2023


Full announcement available via BusinessWire


NEW YORK--(BUSINESS WIRE)--Teton Merger Corp. (the “Company”) announced today that it has commenced cash tender offers (collectively, the “Tender Offer”) to purchase any and all of TEGNA Inc.’s (“TEGNA”) outstanding 4.750% Senior Notes due 2026 (the “4.750% Notes”), 4.625% Senior Notes due 2028 (the “4.625% Notes”) and 5.000% Senior Notes due 2029 (the “5.000% Notes” and, together with the 4.750% Notes and the 4.625% Notes, the “Notes”). In connection with the Tender Offer, the Company is soliciting the consents of holders of the 4.750% Notes, the 4.625% Notes and the 5.000% Notes to certain proposed amendments to the indenture governing the Notes (collectively, the “Consent Solicitation”). The Company is commencing the Tender Offer and the Consent Solicitation in connection with, and each is expressly conditioned upon, the acquisition of TEGNA pursuant to the Agreement and Plan of Merger, dated February 22, 2022 (as amended, supplemented, waived or otherwise modified from time to time), by and among TEGNA, the Company, Teton Parent Corp., the Company’s parent (“Parent”), and solely for purposes of certain provisions specified therein, certain subsidiaries of Parent, certain affiliates of Standard General L.P., CMG Media Corporation (“CMG”) and certain of CMG’s subsidiaries (the “Merger”).

"Tender Offer and Consent Solicitation


The Tender Offer will expire at 5:00 p.m., New York City time, on March 21, 2023, unless extended or earlier terminated (such date and time, as may be extended, the “Expiration Date”). Under the terms of the Tender Offer, holders of the Notes who validly tender their Notes and provide their consents to the proposed amendments and do not validly withdraw their Notes and consents at or prior to 5:00 p.m., New York City time, on March 7, 2023 (such date and time, as may be extended, the “Early Tender Date”) will receive an amount equal to $1,012.50 per $1,000.00 in principal amount of Notes, which amount includes an early participation premium equal to $30.00 per $1,000.00 in principal amount (the “Total Consideration”). Holders who validly tender their Notes and provide their consents to the proposed amendments after the Early Tender Date but at or prior to the Expiration Date will receive an amount equal to $982.50 per $1,000.00 in principal amount (the “Tender Consideration”)."


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"Holders whose Notes are accepted in the Tender Offer will also be paid accrued and unpaid interest, if any, on the Notes to, but not including, the applicable settlement date.


The purpose of the Consent Solicitation and proposed amendments is 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 certain events of default and other provisions in the indenture with respect to each series of Notes. Holders may not tender their Notes in any Tender Offer without delivering their consents under the related Consent Solicitation, and holders may not deliver their consents under any Consent Solicitation without tendering their Notes pursuant to the related Tender Offer."

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