TEGNA Reports Material Agreement & New Financial Obligation

TL;DR

**TEGNA just signed a big deal and took on new debt, but the 8-K is light on details.**

AI Summary

TEGNA INC. filed an 8-K on January 25, 2024, reporting an "Entry into a Material Definitive Agreement" and the "Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement." While the filing indicates these significant events, it does not provide specific details about the nature of the agreement or the financial obligation. This matters to investors because without the specifics, it's impossible to assess the potential impact on TEGNA's financial health, future operations, or stock value, creating uncertainty.

Why It Matters

This filing signals that TEGNA has entered into a significant agreement and taken on new debt or an off-balance sheet obligation, which could materially affect its financial position and future earnings. Investors need more details to understand the implications.

Risk Assessment

Risk Level: medium — The filing indicates material financial events without providing specifics, creating uncertainty about potential positive or negative impacts on the company.

Analyst Insight

A smart investor would await further disclosures from TEGNA INC. regarding the specifics of the material definitive agreement and the financial obligation. Without these details, it's impossible to accurately assess the impact, so holding off on any significant buying or selling decisions is prudent.

Key Players & Entities

• TEGNA INC. (company) — the registrant filing the 8-K
• January 25, 2024 (date) — date of earliest event reported and filing date
• 0000039899 (company) — Central Index Key (CIK) for TEGNA INC.

FAQ

Key Financial Figures

• $750 million — (as defined in the Credit Agreement) to $750 million; Extend the term of such Five-Year Co
• $300 million — ging maturity date if debt in excess of $300 million (subject to certain exceptions) were to
• $600 million — (as defined in the Credit Agreement) to $600 million; Amend the definition of Consolidated
• $50 million — al fees and expenses; and Establish a $50 million swingline facility. Several of the le

Filing Documents

• d645884d8k.htm (8-K) — 31KB
• d645884dex101.htm (EX-10.1) — 768KB
• 0001193125-24-015412.txt ( ) — 1068KB
• tgna-20240125.xsd (EX-101.SCH) — 3KB
• tgna-20240125_lab.xml (EX-101.LAB) — 18KB
• tgna-20240125_pre.xml (EX-101.PRE) — 11KB
• d645884d8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry Into a Material Definitive Agreement. On January 25, 2024, TEGNA Inc. (the "Company") entered into an amendment (the "Amendment") to that certain Amended and Restated Competitive Advance and Revolving Credit Agreement, dated December 13, 2004 and effective as of January 5, 2005, and as amended and restated as of August 5, 2013, as further amended as of June 29, 2015, September 30, 2016, August 1, 2017, June 21, 2018, August 15, 2019, June 11, 2020, and May 14, 2023, among the Company, the several lender parties thereto, JPMorgan Chase Bank, N.A., as administrative agent and swingline lender, JPMorgan Chase Bank, N.A., Citibank, N.A., Barclays Bank PLC, and Royal Bank of Canada, as issuing lenders (the "Credit Agreement"). Under the Credit Agreement, the Company's maximum Total Leverage Ratio (as defined in the Credit Agreement) will remain unchanged at 4.50 to 1.00. Among other things, the Amendment amends the Credit Agreement to: Reduce the Five-Year Commitments (as defined in the Credit Agreement) to $750 million; Extend the term of such Five-Year Commitments to January 25, 2029, subject to a 91-day springing maturity date if debt in excess of $300 million (subject to certain exceptions) were to mature before such date; Add the right to obtain a temporary 0.5x step-up in the Total Leverage Ratio (as defined in the Credit Agreement) after consummating a Qualified Acquisition (as defined in the Credit Agreement); Increase the amount of Unrestricted Cash (as defined in the Credit Agreement) to $600 million; Amend the definition of Consolidated EBITDA to include an add-back for certain professional fees and expenses; and Establish a $50 million swingline facility. Several of the lenders and agents under the Credit Agreement and their respective affiliates have performed, and may in the future perform, various commercial banking, investment banking and other financial advisory services for the Company and its subsidiaries for which th

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. See Item 1.01 which is incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits Exhibit No. Description 10.1 Fifteenth Amendment, dated as of January 25, 2024, to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated December 13, 2004 and effective as of January 5, 2005, and as amended and restated as of August 5, 2013, as further amended as of June 29, 2015, September 30, 2016, August 1, 2017, June 21, 2018, August 15, 2019, June 11, 2020, and May 14, 2023, among the Company, the several lender parties thereto, JPMorgan Chase Bank, N.A., as administrative agent and swingline lender, JPMorgan Chase Bank, N.A., Citibank, N.A., Barclays Bank PLC, and Royal Bank of Canada, as issuing lenders. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). Signature Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TEGNA INC. By: /s/ Clifton A. McClelland Clifton A. McClelland Senior Vice President and Controller Date: January 25, 2024

View Full Filing

View this 8-K filing on SEC EDGAR