Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On January 9, 2020, TEGNA Inc. ("TEGNA") completed the sale of $1,000,000,000
aggregate principal amount of its 4.625% Senior Notes due 2028 (the "Notes").
The Notes were offered only to eligible purchasers through a private placement
and have not been registered under the Securities Act of 1933, as amended, or
the securities laws of any other jurisdiction. TEGNA will pay interest on the
Notes semi-annually, in arrears, on March 15 and September 15 of each year,
commencing on September 15, 2020, to holders of record on the immediately
preceding March 1 and September 1. The Notes will mature on March 15, 2028. The
Notes will rank equally with TEGNA's outstanding bonds and credit agreement. The
Notes are guaranteed on a senior basis by certain subsidiaries of TEGNA.
TEGNA will be required to repurchase the Notes under specified circumstances
constituting a change of control (as defined in the Notes) of TEGNA. In
addition, on or after March 15, 2023, TEGNA may, at its option, redeem the Notes
at the redemption prices and subject to terms set forth in the Notes, together
with accrued and unpaid interest thereon, if any, to the redemption date. At any
time prior to March 15, 2023, TEGNA may on any one or more occasions redeem all
or part of such series of Notes at a redemption price equal to 100% of the
principal amount of the Notes redeemed plus a "make-whole" premium as of, and
accrued and unpaid interest, if any, to, the date of redemption. At any time
prior to March 15, 2023, TEGNA may use the proceeds of certain equity offerings
to redeem up to 40% of the Notes at specified redemption prices plus accrued and
unpaid interest, if any, to the date of redemption.
The Notes also provide for certain customary events of default, including, among
others, nonpayment of principal or interest, bankruptcy and insolvency events,
and cross acceleration, which would permit, or automatically cause, as
applicable, the principal, premium, if any, interest and other monetary
obligations on all the then outstanding Notes to be declared due and payable
immediately.
Item 8.01 Other Events.
On January 9, 2020, TEGNA issued a press release announcing the completion of
the offering and preliminary year end results. A copy of the press release is
attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
Exhibit
No. Description
99.1 Press Release of TEGNA Inc., dated January 9, 2020.
104 Cover Page Interactive Data File (the Cover Page Interactive Data
File is embedded within the Inline XBRL document)
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