Merger Arbitrage Mondays – Standard General Acquires Tegna

  • February 28, 2022

Merger activity remained steady with five new deals announced, four deals completed and one deal terminated. Two of the five new deals announced were potential deals in the works.


Founded in 1906 and headquartered in Tysons, Virginia, TEGNA is a digital media and marketing services company. It was created on June 29, 2015, when the Gannett Company split into two publicly traded companies.

We first added TEGNA as a potential deal in the works on August 16, 2019, when Apollo Global Management (APO) approached the company about a deal. TEGNA’s price after this announcement was $14.28. On January 21, 2020, another large investor in Tegna (TGNA) wanted the company to pursue a merger or sale. During March 2020 even as the nation was coming to grips with a new pandemic and the market dropped sharply, Tegna received four competing offers.

Bidding War Timeline

  • On March 6, 2020, Gray Television (GTN) made an offer to acquire Tegna (TGNA) for approximately $8.5 billion in a cash plus stock deal worth $20 per share.
  • Media mogul Byron Allen made a bid for the company on March 11, 2020.
  • A week later, on March 17, 2020, the Najafi Companies announced the delivery of an offer to Tegna’s (TGNA) board of directors to jointly acquire the company. Gray Television withdrew its offer the same day.
  • The following day on March 30, 2020, shares of Tegna (TGNA) fell the most since November 2008, Apollo Global Management ended its pursuit of the broadcaster, the second suitor to withdraw an offer during the ongoing turmoil in global markets. TGNA’s closing price on March 30 was $10.31.
  • On September 21, 2021, Tegna once again received takeover interest from media mogul Byron Allen and Apollo Global Management. TGNA’s price after this announcement was $21.52.
  • On November 5, 2021, Byron Allen raised $10 billion in preferred equity and debt for his bid for Tegna, hoping to prevail over a rival offer from investment firms Apollo Global Management and Standard General.
  • On February 4, 2022, Tegna announced that it was in advanced discussions with one of its largest shareholders, Standard General, about a potential buyout at about $24 a share.
  • On February 21, 2022, Bloomberg reported that Standard General and Apollo Global Management were nearing a deal to acquire Tegna. TGNA’s price before this announcement was $20.95.
  • The deal was confirmed the next day on February 24, 2022, with Tegna agreeing to be acquired by an affiliate of Standard General for $24.00 per share in cash. The transaction has an enterprise value of approximately $8.6 billion, representing a premium of approximately 39% to TEGNA’s unaffected closing share price on September 14, 2021, the last full trading day prior to media speculation about a potential sale of TEGNA. TEGNA shareholders could also receive additional cash consideration in the form of an unusual “ticking fee”. The details of the “ticking fee” are given in the New Deals section below.

This was one of the “Deals In The Works” that appeared to have a high probability of closing given the level of interest from multiple parties, the specificity of the details that leaked and the fact that the company also confirmed that it was in advanced discussions.

You can find all the active deals listed below in our Merger Arbitrage Tool (MAT) that automatically updates itself during market hours.

There were two new deals announced in the Deals in the Works section last week.

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SPAC Arbitrage

There were three new SPAC IPOs filed and two new SPAC combinations announced last week. You can find the new SPAC IPO announcements in our SPACs tool here.

  1. Nukkleus (NUKKannounced the signing of a merger agreement for a proposed business combination with Brilliant Acquisition (BRLI).
  2. FOXO Technologies, a technology company applying epigenetic science and AI to modernize the life insurance industry, entered into a definitive merger agreement with Delwinds Insurance Acquisition (DWIN).

Weekly Spread Changes:

The table below shows weekly spread changes between February 18 and February 25, 2022.

Company Quote
Last Week
Spread Change
EXTN5.77Enerflex Ltd. (EFX.TO)7.727.52%4.76%2.76%All Stock
PVG14.33Newcrest Mining Limited (NCMGY)18.031.71%-0.72%2.43%All Stock
JOBS51.15Garnet Faith Limited (N/A)54.55%52.61%1.94%All Cash
SAVE24.89Frontier Group Holdings, Inc. (ULCC)13.018.53%7.42%1.11%Cash Plus Stock
ATC24.14MKS Instruments, Inc. (MKSI)151.251.69%0.88%0.81%Cash Plus Stock
CERN93.41Oracle Corporation (ORCL)76.351.70%3.88%-2.18%All Cash
MILE1.21Lemonade (LMND)23.482.07%4.41%-2.34%All Stock
ZNGA9.18Take-Two Interactive Software, Inc. (TTWO)165.287.41%11.54%-4.13%Special Conditions
AZPN148.56Emerson Electric Co. (EMR)92.827.70%12.00%-4.30%Special Conditions
CHNG21.17UnitedHealth Group Incorporated (UNH)475.7521.63%28.05%-6.42%All Cash

Deal Statistics:

Total Number of Deals Closed in 202229
Total Number of Deals Not Completed in 20223
Total Number of Pending Deals
Cash Deals43
Stock Deals15
Stock & Cash Deals8
Special Conditions9
Total Number of Pending Deals75
Total Deal Size$607.27 billion

New Deals:

  1. The acquisition of Houghton Mifflin Harcourt Company (HMHC) by Veritas Capital for $2.8 billion or $21 per share in cash. We added HMHC as a potential deal to the Deals in the Works section on January 14, 2022 and the price after the news of the potential deal came out was $16.16.
  2. The acquisition of TEGNA (TGNA) by Standard General for $8.6 billion or $24 per share in cash. TEGNA shareholders will receive additional cash consideration in the form of a “ticking fee” of $0.00167 per share per day (or $0.05 per month) if the closing occurs between the 9- and 12-month anniversary of signing, increasing to $0.0025 per share per day (or $0.075 per month) if the closing occurs between the 12- and 13-month anniversary of signing, $0.00333 per share per day (or $0.10 per month) if the closing occurs between the 13- and 14-month anniversary of signing, and $0.00417 per share per day (or $0.125 per month) if the closing occurs between the 14- and 15-month anniversary of signing. We added TGNA as a potential deal to the Deals in the Works section on September 21, 2022 and the price after the news of the potential deal came out was $21.52.
  3. The acquisition of Meritor (MTOR) by Cummins (CMI) for $3.7 billion or $36.50 per share in cash.
  4. The acquisition of Tenneco (TEN) by funds managed by affiliates of Apollo for $7.1 billion or $20 per share in cash.
  5. The acquisition of South Jersey Industries (SJI) by Infrastructure Investments Fund for $8.1 billion or $36 per share in cash.

Deal Updates:

  1. On February 22, 2022, McAfee (MCFEreceived written notice from the Committee on Foreign Investment in the United States (“CFIUS”) that it had concluded action under Section 721 of the Defense Production Act of 1950, as amended, and determined there are no unresolved national security concerns regarding the transactions contemplated by the Agreement and Plan of Merger.
  2. On February 23, 2022, Oracle Corporation (ORCL) announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to Oracle’s pending acquisition of Cerner Corporation (CERN) expired on February 22, 2022.
  3. On February 23, 2022, McAfee (MCFEreceived written notice from the Competition Commission of Switzerland that the transactions contemplated by the Merger Agreement are authorized in Switzerland, and accordingly all applicable consents and approvals for the Merger required under the applicable antitrust laws in Switzerland have been received.
  4. On February 23, 2022, shareholders of R. R. Donnelley & Sons Company (RRDapproved the company’s merger with Chatham Asset Management at a special meeting of shareholders.
  5. On February 24, 2022, Change Healthcare (CHNG) issued the following statement regarding the announcement that DOJ intends to pursue litigation to block the proposed merger between Change Healthcare and UnitedHealth Group (UNH): “We are aware and disappointed that DOJ has filed litigation to prevent Change Healthcare from closing our merger with UHG. As we previously disclosed, UHG extended our merger agreement through April 5, 2022. We will continue our support of UHG in working toward closing the merger as we comply with our obligations under the merger agreement.
  6. February 24, 2022: According to a New York Times report, The Department of Justice is expected to sue to block UnitedHealth’s (UNH) planned purchase of Change Healthcare (CHNG). The agency is expected to argue in its lawsuit that the combination would give UnitedHealth sensitive data that it could use against its competitors in the industry.
  7. On February 24, 2022, shareholders of Spirit of Texas Bancshares (STXBapproved the company’s merger with Simmons First National Corporation (SFNC) at a special meeting of shareholders.
  8. On February 24, 2022, McAfee (MCFE), received notice from the European Commission that the proposed merger is approved unconditionally under the EU Merger Regulation and the Agreement on the European Economic Area in the European Union/European Economic Area.
  9. On February 24, 2022, Apria (APR) announced that the waiting period has expired under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with its previously announced transaction with Owens & Minor (OMI).
  10. On February 25, 2022, S&P Global (SPGI) and IHS Markit (INFO) announced that the UK’s Competition and Markets Authority and the European Commission have granted the final regulatory approvals necessary for the companies to close their merger.
  11. On February 25, 2022, Zynga (ZNGA) announced the completion of the “go-shop” period under the previously announced merger agreement with Take-Two Interactive Software (TTWO).

Closed Deals:

  1. The acquisition of Vocera Communications (VCRA) by Stryker (SYK) on February 23, 2022. It took 48 days for this deal to be completed.
  2. The acquisition of Nuverra Environmental Solutions (NES) by Select Energy Services (WTTR) on February 23, 2022. It took 72 days for this deal to be completed.
  3. The acquisition of R. R. Donnelley & Sons Company (RRD) by Chatham Asset Management on February 25, 2022. It took 73 days for this deal to be completed.
  4. The acquisition of Monmouth Real Estate Investment Corporation (MNR) by Industrial Logistics Properties Trust (ILPT) on February 25, 2022. It took 112 days for this deal to be completed.

Terminated Deals:

  1. On February 25, 2022, Zendesk (ZEN) announced that it has terminated the agreement and plan of merger with Momentive Global (MNTV), after it did not receive the approval of its stockholders to adopt the proposal.

Top 10 deals with largest updates:

JOBS06/21/2021Garnet Faith Limited (N/A)$79.05$51.1503/31/202254.55%622.16%
TMX12/14/2021Rentokil Initial plc (RTOKY)$55.00$42.6412/31/202228.99%34.46%
CHNG01/06/2021UnitedHealth Group Incorporated (UNH)$25.75$21.1706/30/202221.63%64.20%
ATVI01/18/2022Microsoft Corporation (MSFT)$95.00$81.4403/31/202316.65%15.31%
TSEM02/15/2022Intel Corporation (INTC)$53.00$46.8602/15/202313.10%13.55%
BRG12/20/2021Blackstone Real Estate (N/A)$29.85$26.4306/30/202212.94%38.40%
SAFM08/09/2021Cargill and Continental Grain Company (N/A)$203.00$179.9106/30/202212.83%38.09%
PNM10/21/2020Avangrid, Inc. (AGR)$50.30$44.9306/30/202211.95%35.47%
SJR03/15/2021Rogers Communications Inc. (RCI)$32.40$29.5906/30/20229.50%28.18%
SJI02/24/2022Infrastructure Investments Fund (N/A)$36.00$33.1112/31/20228.73%10.38%

List of all pending deals:

The list of all pending deals is only available to InsideArbitrage Premium and Plus members.

Target VolumeEstimated
Closing Date
+JOBS6/21/21Garnet Faith Limited (N/A)All Cash$3.63 B$79.05$51.15211,6573/31/2254.55%642.23%
+TMX12/14/21Rentokil Initial plc (RTOKY)Special Conditions$6.7 B$55.00$42.64735,24312/31/2228.99%34.58%
+CHNG1/06/21UnitedHealth Group Incorporated (UNH)All Cash$13.28 B$25.75$21.173,518,4396/30/2221.63%64.73%
+ATVI1/18/22Microsoft Corporation (MSFT)All Cash$68.7 B$95.00$81.445,491,8253/31/2316.65%15.35%
+TSEM2/15/22Intel Corporation (INTC)All Cash$5.4 B$53.00$46.862,124,6482/15/2313.10%13.59%
+BRG12/20/21Blackstone Real Estate (N/A)Special Conditions$3.6 B$29.85$26.4396,8316/30/2212.94%38.71%
+SAFM8/09/21Cargill and Continental Grain Company (N/A)All Cash$4.49 B$203.00$179.91151,0656/30/2212.83%38.40%
+PNM10/21/20Avangrid, Inc. (AGR)All Cash$8.05 B$50.30$44.93400,4446/30/2211.95%35.76%
+SJR3/15/21Rogers Communications Inc. (RCI)Special Conditions$26 B$32.40$29.59283,5966/30/229.50%28.41%
+SJI2/24/22Infrastructure Investments Fund (N/A)All Cash$8.1 B$36.00$33.114,467,28512/31/228.73%10.41%
+SAVE2/07/22Frontier Group Holdings, Inc. (ULCC)Cash Plus Stock$6.6 B$27.01$24.893,809,52512/31/228.53%10.17%
+AZPN10/11/21Emerson Electric Co. (EMR)Special Conditions$12.34 B$160.00$148.56206,0246/30/227.70%23.04%
+ZNGA1/10/22Take-Two Interactive Software, Inc. (TTWO)Special Conditions$12.7 B$9.86$9.1857,595,0436/30/227.41%22.16%
+COHR3/25/21II-VI Incorporated (IIVI)Cash Plus Stock$6.84 B$284.31$264.86133,2855/31/227.34%29.13%
+ZGNX1/19/22UCB (N/A)Special Conditions$1.28 B$28.00$26.13,901,6426/30/227.28%21.78%
+EXTN1/24/22Enerflex Ltd. (EFX.TO)All Stock$735 M$6.18$5.77861,8479/30/227.02%11.98%
+TGNA2/22/22Standard General L.P. (N/A)Special Conditions$8.6 B$24.00$22.715,658,33912/31/225.68%6.78%
+ARNA12/13/21Pfizer Inc. (PFE)All Cash$4.69 B$100.00$94.63755,3996/30/225.67%16.98%
+VNE10/04/21Qualcomm Incorporated (QCOM)All Cash$3.87 B$37.00$35.471,758,3096/30/224.31%12.91%
+NPTN11/04/21Lumentum Holdings Inc. (LITE)All Cash$745.24 M$16.00$15.35282,05912/31/224.23%5.05%
+PTRS11/04/21OceanFirst Financial Corp. (OCFC)Special Conditions$186 M$10.38$9.991,4366/30/223.90%11.68%
+TEN2/23/22Apollo Global Management, Inc. (APO)All Cash$7.1 B$20.00$19.315,891,85912/31/223.57%4.26%
+CCMP12/15/21Entegris, Inc. (ENTG)Cash Plus Stock$6.5 B$193.08$186.5264,15612/31/223.53%4.21%
+XENT8/06/21Medtronic plc (MDT)All Cash$1.1 billion$28.25$27.3387,7543/31/223.37%39.64%
+GSKY9/15/21The Goldman Sachs Group (GS)All Stock$2.24 B$10.50$10.182,104,4793/31/223.18%37.43%
+VG11/22/21Ericsson (ERIC)All Cash$6.2 B$21.00$20.372,271,3826/30/223.09%9.25%
+RESN2/14/22Murata Electronics North America, Inc. (N/A)All Cash$249.15 M$4.50$4.383,414,9523/31/222.74%32.26%
+NSEC1/26/22VR Insurance Holdings, Inc. (N/A)All Cash$41.4 M$16.35$15.945,7066/30/222.57%7.70%
+OCDX12/23/21Quidel Corporation (QDEL)Cash Plus Stock$8.33 B$18.51$18.081,142,2356/30/222.36%7.06%
+MGI2/15/22Madison Dearborn Partners, LLC (N/A)All Cash$1.8 B$11.00$10.753,865,59212/31/222.33%2.77%
+UMPQ10/12/21Columbia Banking System, Inc. (COLB)All Stock$4.5 B$22.03$21.541,901,0016/30/222.26%6.76%
+FBC4/26/21New York Community Bancorp, Inc. (NYCB)All Stock$2.6 B$46.37$45.41318,2253/31/222.12%25.01%
+MILE11/08/21Lemonade (LMND)All Stock$201.47 M$1.24$1.211,213,8046/30/222.07%6.19%
+TLMD2/03/22Patient Square Capital (N/A)All Cash$106.42 M$3.00$2.94379,6216/30/222.04%6.11%
+PBCT2/22/21M&T Bank Corporation (MTB)All Stock$7.6 B$21.60$21.173,463,9706/01/222.02%7.93%
+MTOR2/22/22Cummins Inc. (CMI)All Cash$3.7 B$36.50$35.83,215,13012/31/221.96%2.33%
+FRTA2/22/21Quikrete Holdings, Inc. (N/A)All Cash$2.74 B$24.00$23.54352,7313/31/221.95%23.01%
+GCP12/06/21Saint-Gobain (N/A)All Cash$2.3 B$32.00$31.45617,50112/31/221.75%2.09%
+PVG11/09/21Newcrest Mining Limited (NCMGY)All Stock$2.8 B$14.58$14.33400,2633/31/221.71%20.17%
+CERN12/20/21Oracle Corporation (ORCL)All Cash$28.4 B$95.00$93.412,263,07412/31/221.70%2.03%
+ATC7/01/21MKS Instruments, Inc. (MKSI)Cash Plus Stock$6.5 B$24.55$24.141,754,5483/31/221.69%19.95%
+ISBC7/28/21Citizens Financial Group, Inc. (CFG)Cash Plus Stock$3.5 B$17.20$16.912,098,6746/30/221.69%5.04%
+VRS12/19/21BillerudKorsnäs AB (N/A)All Cash$825 M$27.00$26.6144,9006/30/221.50%4.50%
+ROG11/02/21DuPont de Nemours, Inc. (DD)All Cash$5.2 B$277.00$273.1267,5696/30/221.43%4.27%
+CTXS1/31/22Vista Equity Partners and Elliott Investment Management LP (N/A)All Cash$16.5 B$104.00$102.63,047,3646/30/221.36%4.08%
+WBT7/14/21Ali Holding S.r.l. (N/A)All Cash$4.8 B$24.00$23.681,606,7601/31/221.35%0.00%
+FOE5/11/21Prince International Corporation (N/A)All Cash$2.1 B$22.00$21.74447,5273/31/221.20%14.08%
+LEVL11/04/21First Merchants Corporation (FRME)Cash Plus Stock$323.5 M$41.55$41.0825,1656/30/221.15%3.45%
+ECOL2/09/22Republic Services, Inc. (RSG)All Cash$2.2 B$48.00$47.49280,6216/30/221.07%3.21%
+STXB11/19/21Simmons First National Corporation (SFNC)All Stock$581 M$29.18$28.88140,5546/30/221.05%3.13%
+NUAN4/12/21Microsoft Corp (MSFT)All Cash$19.7 B$56.00$55.454,136,1083/31/220.99%11.68%
+ESBK10/04/21Community Bank System, Inc. (CBU)All Cash$82.8 M$23.10$22.88683/31/220.96%11.32%
+BDSI2/14/22Collegium Pharmaceutical, Inc. (COLL)All Cash$488.65 M$5.60$5.552,434,8903/31/220.90%10.61%
+BPMP12/20/21BP p.l.c. (BP)All Stock$2.45 B$17.67$17.52822,2133/31/220.85%10.06%
+KRA9/27/21DL Chemical Co., Ltd. (N/A)All Cash$2.5 B$46.50$46.14325,0966/30/220.78%2.33%
+FLOW12/13/21Lone Star Funds (N/A)All Cash$3.8 B$86.50$85.84547,9286/30/220.77%2.30%
+MGP8/04/21VICI Properties Inc. (VICI)All Stock$17.2 billion$38.34$38.1414,2706/30/220.64%1.91%
+TSC10/20/21Raymond James Financial, Inc. (RJF)Cash Plus Stock$1.1 B$34.07$33.88154,1786/30/220.57%1.70%
+MIME12/07/21Permira (N/A)All Cash$5.8 B$80.00$79.581,130,6786/30/220.53%1.58%
+EPAY12/17/21Thoma Bravo (N/A)All Cash$2.6 B$57.00$56.712,117,8686/30/220.51%1.53%
+ANAT8/09/21Brookfield Asset Management Reinsurance Partners Ltd. (BAMR)All Cash$5.1 B$190.00$189.18138,7156/30/220.43%1.30%
+APR1/10/22Owens & Minor, Inc. (OMI)All Cash$1.62 B$37.50$37.35729,0996/30/220.40%1.20%
+HMHC2/22/22Veritas Capital (N/A)All Cash$2.8 B$21.00$20.9210,628,8676/30/220.38%1.14%
+STFC7/12/21Liberty Mutual Holding Company Inc. (N/A)All Cash$2.48 B$52.00$51.8970,5413/31/220.21%2.50%
+TACO12/06/21Jack in the Box Inc. (JACK)All Cash$575 M$12.51$12.49468,9673/31/220.16%1.89%
+FTSI10/22/21ProFrac Holdings (N/A)All Cash$407.5 M$26.52$26.4890,2363/31/220.15%1.78%
+CONE11/15/21KKR and Global Infrastructure Partners (N/A)All Cash$15 B$90.50$90.42,183,1716/30/220.11%0.33%
+PSXP10/27/21Phillips 66 (PSX)All Stock$14.5 B$42.35$42.31571,0633/31/220.08%0.97%
+GNOG8/09/21DraftKings Inc. (DKNG)All Stock$1.52 B$8.10$8.1837,6873/31/220.04%0.44%
+ABTX11/10/21CBTX, Inc. (CBTX)All Stock$1.5 B$43.16$43.1631,9396/30/220.00%0.01%
+MCFE11/08/21Investor Group comprised of Advent, Permira, Crosspoint Capital, CPP Investments, GIC and ADIA (N/A)All Cash$14 B$26.00$26.002,508,3943/01/220.00%0.00%
+ACBI7/23/21SouthState Corporation (SSB)All Stock$542 M$32.35$32.3772,1493/31/22-0.05%-0.61%
+INFO11/30/20S&P Global (SPGI)All Stock$44 B$108.10$108.6122,842,5472/28/22-0.47%0.00%
+CPLG11/08/21Highgate and Cerberus Capital Management, L.P. (N/A)Special Conditions$1.5 B$15.65$15.971,132,5733/31/22-2.00%-23.59%
+APTS2/16/22Blackstone Real Estate Income Trust, Inc. (N/A)All Cash$5.8 B$25.00$25.573,487,3106/30/22-2.23%-6.67%


SPACs have been in a challenging environment the last several months where many SPACs have declined precipitously after merging with an operating company. In this environment it is not surprising that two active SPAC business combinations were terminated last week.

While multiple active deals in the MAT received required approvals, Change Healthcare (CHNG) faced significant challenges with the Department of Justice and Zendesk (ZEN) terminated its merger agreement with Momentive Global (MNTV) following pressure from shareholders to scuttle the deal.

Russia’s invasion of Ukraine has also had an impact on some of the active deals in the MAT. According to a post in Seeking Alpha, shares of GCP Applied Technologies (GCP), which agreed to a $2.3B sale to Saint-Gobain in December, and Kraton (KRA), which is being acquired by DL Chemical, fell because these deals require Russian approval.

Disclaimer: I have long positions in TEGNA (TGNA), Arena Pharmaceuticals (ARNA) and Bluerock Residential Growth REIT (BRG). Please do your own due diligence before buying or selling any securities mentioned in this article. We do not warrant the completeness or accuracy of the content or data provided in this article.