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.
“Today’s Schedule 13D amendment filing by Standard General should be troubling for all Tegna shareholders. Just one day after describing itself in a letter to shareholders as ‘the largest active shareholder of Tegna’ with a 9.7% ownership position, Standard General today disclosed that it sold approximately 25% of its shares shortly after the record date and instead took derivative positions,” Tegna said in a statement.
“None of this information was communicated in yesterday’s letter, and we urge shareholders to look at the Schedule 13D amendment for themselves,” Tegna said. “At a time when Standard General is seeking dramatic change to Tegna’s highly qualified, engaged and diverse board, long-term shareholders should ask themselves why it would be in their interest to disrupt Tegna’s solid track record of delivering successful operational and financial results and prudent stewardship, especially during a time of national economic distress.”
Standard General did not comment.
According to a source familiar with the situation, Standard General has put some of its Tegna holding into swaps before and retains control of the shares.
