Posted: March 02, 2023. You can click/tap on the image to go to the full version of the chart. TEGNA employees are most likely to be members of the Democratic Party. TEGNA Inc. is a proud equal opportunity employer. TEGNA Parties Democratic Party 87.5 % - Republican Party 12.5 % - Employee Political Donations TEGNA INC MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-K) . In comparison, the salaries at Central Newspapers, Florida Today, and THV11 are $49,030, $43,214, and $40,711. It also provides operational services to another Fox affiliate, WUPW in Toledo, through a shared services agreement with that station's owner American Spirit Media (agreements that were carried over from WTOL's previous ownership; ASM had acted in a similar capacity with several stations). Tysons, Va. & Los Angeles, CA - October 28, 2019 TEGNA Inc. (NYSE: TGNA) and Fox Corporation (Nasdaq: FOXA, FOX) ("FOX") today announced a comprehensive, multi-year deal that renews station affiliation agreements for six TEGNA markets, including three stations acquired last month from Nexstar Media Group.. We are a drug free, EEO employer committed to a diverse workforce. [54], Other shows Tegna Media has on first-run syndication across most of its stations are Sister Circle (also shown on cable network TV One),[55] and reality competition Sing Like A Star. The "new" Gannett inherited old Gannett's longtime ticker symbol, GCI. Across platforms, TEGNA tells empowering stories, conducts impactful investigations and delivers innovative marketing solutions. The company also believes these non-GAAP measures are frequently used by investors, securities analysts and other interested parties in their evaluation of our business and other companies in the broadcast industry. KPNX is an NBC affiliate based in Phoenix, Arizona. Total company revenue was $917 million in the fourth quarter, up 18 percent year-over-year, driven by strong growth in political revenue despite advertising and marketing services ("AMS") revenue declines resulting from political displacement and macroeconomic headwinds. The document was filed with the SEC by Standard Generalin preparation forTegnas annual shareholders meeting scheduled for May 7. Richard Moody donated TEGNA (TGNA) and NBC Ink Multi-Year Deal to Renew . Dave Lougee - President and Chief Executive . Howard D. Elias, Chairman of the TEGNA Board, said, We are pleased to have reached this agreement with Standard General, which follows a thorough review of acquisition proposals received by the Company. Country: USA The largest donation made to a political party by a TEGNA employee was In addition, the company owns seven CW affiliates (including three digital subchannels of KFMB-TV, KYTX, and WMAZ-TV), three Estrella TV affiliates (including two digital subchannels of KENS and KVUE), ten MyNetworkTV affiliates (including five digital subchannels of KFMB-TV, KIDY, KXVA, WQAD-TV, and WZDX), three independent stations (including two digital subchannels of KTVB and its satellite of KTFT-LD), a low-powered MeTV affiliate, and a Quest owned-and-operated station. We have never been more certain of the importance of our role than we are today. Gannett purchased the construction permit for WINR-TV and signed the station on in 1957. Investors will be able to obtain a free copy of the proxy statement and other related documents (when available) filed by the Company with the SEC at the website maintained by the SEC at www.sec.gov. Cofactor Digital (ShopLocal) On December 15, 2016, sold Cofactor to Liquidus, a digital marketing solutions company. Exposing corruption and wrongdoing, holding elected officials and those in power accountable, giving a voice to the voiceless and telling empowering stories that impact our lives is at the heart of our purpose to serve the greater good.". [20] The acquisition was completed on February 15, 2018. Non-GAAP expenses less Premion costs increased two percent from 2021, driven primarily by programming expenses. It operates approximately 64 television stations in over 51 United States markets and owns four network affiliates in approximately 25 markets among independent station groups, reaching approximately 39 % of all television households nationwide. Factual Reporting: HIGH Advertising and sponsored content generate revenue. Free cash flow is calculated as non-GAAP Adjusted EBITDA (as defined above), further adjusted by adding back (1) stock-based compensation, (2) non-cash 401(k) company match, (3) syndicated programming amortization, (4) dividends received from equity method investments (5) reimbursements from spectrum repacking, and (6) proceeds from company-owned life insurance policies. These achievements are a credit to the hard work of TEGNAs dedicated employees, who are the Companys most valuable asset. With 64 television stations in 51 U.S. markets, TEGNA is the largest owner of top 4 network affiliates in the top 25 markets among independent station groups. Non-GAAP expenses less Premion costs increased two percent from the fourth quarter of 2021, driven primarily by programming expenses. With 63 television stations in 51 U.S. markets, TEGNA is the largest owner of top 4 network affiliates in the top 25 markets among independent station groups, reaching approximately 39 percent of all television households nationwide. GAAP and non-GAAP operating income totaled $328 million and $331 million, respectively. VERIFY Extends Reach in 2022 Unique visitors to VERIFYThis.com, TEGNAs national fact-checking brand dedicated to combating misinformation, increased sequentially each quarter in 2022, attracting more than 12 million visitors overall. We are a drug free, EEO employer committed to a diverse workforce. As part of the separation, the company announced that the broadcasting and digital company would be named Tegnaa partial anagram of "Gannett". Compared to 2020, fourth quarter AMS revenue was up slightly driven by strong growth in most categories including entertainment, services, and travel and tourism, partially offset by macroeconomic headwinds impacting, auto, insurance, and retail in this two-year comparison. Help other job seekers by rating TEGNA. Ad-Free Sign up After evaluating this opportunity against TEGNAs standalone prospects and other strategic alternatives, our Board concluded that this transaction maximizes value for TEGNA shareholders. As a result, the TEGNA Foundation approved more than 2,150 employee matching gifts, which combined with TEGNA Foundation matches totaled more than $2 million in donations to the causes and nonprofits employees care about. TEGNA (TGNA) and NBC extend partnership with multi-year deal to renew station affiliation agreements for 20 TEGNA markets in the United States. Its television stations has a digital presence on mobile, online, and social platforms. Bias Rating: LEAST BIASED In a statement, she explained that the split plans were "significant next steps in our ongoing initiatives to increase shareholder value by building scale, increasing cash flow, sharpening management focus, and strengthening all of our businesses to compete effectively in today's increasingly digital landscape." To serve the greater good of our communities. The broadcasting company retained KPNX, which took the name, 12 News KPNX is owned and operated by TEGNA Inc., which operates 66 television stations in 54 markets. abentley@TEGNA.com, George Sard/Andy Duberstein The salaries at Discovery average $66,912 per year, and the salaries at Univision Holdings, Inc. come in at $65,488 per year. GAAP and non-GAAP operating expenses of $2.3 billion were up five percent and four percent year-over-year, respectively, with the increases predominantly driven by investments in Premions growth and programming costs. Joele Frank, Wilkinson Brimmer Katcher TMS is a one-stop shop that helps businesses thrive through an unmatched suite of services and solutions that reach consumers across television, email, social and over-the-top (OTT) platforms, including Premion, TEGNA's OTT advertising service. For more information, visit www.TEGNA.com. In October 2022, Chair of the House Energy and Commerce Committee Frank Pallone and Speaker of the House Nancy Pelosi issued a letter to the FCC expressing concerns for the transaction, arguing that it "would violate the FCC's mandate by restricting access to local news coverage, cutting jobs at local television stations, and raising prices on consumers." We are excited to partner again with Deb McDermott, who previously spearheaded the broadcast group at Media General, where Standard General was a principal shareholder. Other major sources include 2ndVote, a research provider that scores companies from 5 (most conservative) to 1 (most liberal), and OpenSecrets, an online database that tracks political donations in the U.S. Right Bias: How we rate the bias of media sources. Texas GOP votes to censure Rep. Tony Gonzales over support on gun, same-sex Trump backs flying cars, calls for new cities in campaign video, Texas property tax bill excludes divorced, LGBTQ couples from getting relief. In general, the news is reported factually and with minimal bias. Our purpose is to serve the greater good of our communities through empowering stories, impactful investigations and innovative marketing services. The network saw over 800 million minutes of watch time in 2022, a 502 percent increase year-over-year. Tegnas Board of Directors, management team and station leadership continue to take concerted action to build a more diverse, equitable and inclusive Tegna all of which is publicly detailed, the spokesperson added. Achieved record year for company revenue, subscription revenue, net income, and Adjusted EBITDA, Achieved sustained progress toward TEGNAs 2025 Diversity, Equity and Inclusion (DE&I) goals to grow Black, Indigenous and People of Color (BIPOC) representation in company leadership as well as content teams. While we have made attempts to ensure that the information displayed are correct, Zippia is not responsible for any errors or omissions or for the results obtained from the use of this information. While these items should not be disregarded in evaluation of our earnings performance, it is useful to exclude such items when analyzing current results and trends compared to other periods as these items can vary significantly from period to period depending on specific underlying transactions or events that may occur. Using a database of 30 million profiles, Zippia estimates demographics and statistics for TEGNA. These cable networks were owned by Belo prior to acquisition by Gannett/Tegna: "TEGNA" redirects here. Tegna Inc. (stylized in all caps as TEGNA) is an American publicly traded broadcast, digital media and marketing services company headquartered in Tysons Corner, Virginia. accusations of broad pattern of bias and racially-insensitive behavior that were shared with the media company by its largest active shareholder. On. "TEGNA Leadership Team Board of Directors", "Gannett Dives Deeper Into Agency Business With 'G/O Digital', "Media Giant Gannett to Spin Off USA Today and Print Business", "Gannett to change name to TEGNA amid print unit spinoff", "Separation of Gannett into two public companies completed | TEGNA", "Gannett Completes London Broadcasting Buy", "Cars.com Spins Off From Parent TEGNA, Goes Through IPO", "Tegna Spins Off Cars.com; Lougee New CEO", "Report: Nexstar may eye bid for Tegna in stations buyout", "Apollo Global-led investor group to buy CareerBuilder", "Tegna, Cooper Media to Launch Quest Diginet", "Tegna Launching Quest, New Multicast Net, With Cooper", "Tegna And Cooper Media Plan Adventure-Themed Multicast Network Quest", "TEGNA to Acquire Midwest Television, Inc.'s Broadcasting Stations in San Diego, CA", "Tegna Completes KFMB San Diego Purchase", "Tegna, Scripps in Deals to Buy Network Affiliates", "Gray Spins Land With Lockwood, TEGNA, Scripps", "Tegna Debuts VAULT Studios, Uses TV Reporting To Create Digital Shows", "Nexstar Selling 19 TVs In 15 Markets For $1.32B", "Nexstar to Sell Stations to Tegna, Scripps for $1.32 Billion", "Tegna Acquires Multicast Networks Quest And Justice Network In $91M Deal", "Wolfe family sells broadcast group, including WBNS-10TV, for $535 million", "TEGNA Completes Acquisition of Dispatch Broadcast Group's Leading, Top Ranked Stations in Indianapolis, IN and Columbus, OH", "Local Media San Diego Acquires KFMB AM/FM", "Local Media San Diego Closes KFMB AM/FM Purchase; Sells 760 To iHeartMedia", "TV tussle: DirecTV, Tegna dispute turns TV channels dark in 51 markets including Houston, Seattle", "Tegna Local TV Stations Removed From Dish TV In 53 Markets Amid Carriage Fee Dispute", "DISH Files Bad Faith Complaint Against Tegna", "Local TV Giant TEGNA Sold to Private Equity Firms in Mega-Deal", "Tegna Confirms Two Acquisition Offers Withdrawn Amid Coronavirus Upheaval", "Lessons from TEGNA's Second Straight Proxy Fight Win", "Tegna wins proxy contest as investors re-elect all 12 board members", "TEGNA's Tit-For-Tat With Soo Kim Continues | Radio & Television Business Report", "The TEGNA/Soo Tussle Continues With Shareholder Letters | Radio & Television Business Report", "U.S. TV firm Tegna defeats hedge fund Standard General in proxy vote", "Tegna Wins Proxy Battle, With 12 Directors Re-Elected", "Tegna CEO Apologizes For Racial Incident That Led A Black Executive To Withdraw His Board Nomination", "WFAA and Houston, Austin TV stations expected to go to Cox Media in Tegna's $5.4 billion sale", "Radio Implications To Today's Standard General Acquisition of TEGNA", "Tegna Shareholders Approve Sale Of Broadcaster To Standard General, Apollo Global", "Nancy Pelosi Tells FCC She Has Concerns Over Local News Impact With Sale Of Tegna To Standard General", https://worldradiohistory.com/hd2/IDX-Business/Magazines/Archive-BC-IDX/87-OCR/BC-1987-12-07-OCR-Page-0094.pdf, "TEGNA Media and Debmar-Mercury Partner on Preview of 'T.D. Using rigorous methodology, the media bias chart evaluates popular media outlets and the way in which they tend to lean: centrist, conservative, or liberal. VERIFY has 385,000 followers across its dedicated channels. For the trailing two-year period ending December 31, 2022, free cash flow as a percentage of revenue was 21.8 percent. We tell stories that matter, are an advocate for those in need and help bring positive change to our communities. [25][26] The FCC approved the sale on September 16. Auto advertising saw sequential improvement throughout the year finishing with strong growth in the fourth quarter. Cautionary Statement Regarding Forward-Looking Statements. 12 News KPNX is owned and operated by TEGNA Inc., which operates 66 television stations in 54 markets. Across platforms, TEGNA tells empowering stories, conducts impactful investigations and delivers innovative marketing solutions. [50][21] Twenty-two of the company's stations are affiliated with NBC (including one digital subchannel of KBMT and two semi-satellites of KCEN-TV and WCSH), fifteen are affiliated with CBS, thirteen are affiliated with ABC, and six are affiliated with Fox. Tegna's digital advertising subsidiary Premion will be held as a standalone business between Standard and CMG. They also responded to objections by NewsGuild-CWA describing Standard General as "backed by anonymous investors located in the Cayman Islands", stating that the entirety of its board is represented by U.S. Job Details. A newSecurities and Exchange Commission (SEC) filingconcerningTegna includesaccusations of broad pattern of bias and racially-insensitive behavior that were shared with the media company by its largest active shareholder. (M. Huitsing 01/12/2020) Updated (03/21/2022), Last Updated on March 21, 2022 by Media Bias Fact Check, Left vs. Total company Adjusted EBITDA2 was $361 million, representing an increase of 47 percent compared to the fourth quarter of 2021. Wrong-way driver stopped on I-10 Sunday morning, What Arizona lawmakers have to say about Wednesdays Iran briefing. WBNS-TV, Central Ohio's News Leader, seeks a passionate, ambitious Anchor/Reporter to join our team. The company believes that such expenses and gains are not indicative of normal, ongoing operations. [34], A carriage dispute with Dish Network, beginning on October 6, 2021, resulted in the removal of at least 64 Tegna stations in 53 markets, covering about nearly 3 million customers. Owned by Sander Media from 2013 to 2015 and operated by Gannett/Tegna prior to its acquisition by Tegna Inc. in 2015. The new agreement includes full carriage of the FOX broadcast network . The transaction has an equity value of approximately $5.4 billion and an enterprise value of approximately $8.6 billion, including the assumption of debt. 2022 Key ESG Highlights and SASB Disclosure Today, we published our 2022 Key Highlights and SASB Disclosure for the Media & Entertainment industry standard, which outline the steps we have taken to live our purpose of serving the greater good of our local communities. TEGNA-SVC@SARDVERB.com, For investor inquiries, contact: On track to complete proposed acquisition by an affiliate of Standard General in the second half of 2022, subject to regulatory approvals and customary closing conditions TYSONS, Va., November 09,. Watch live: Trump, Bolsonaro and more take the stage on Day 3 of CPAC, Twitter discloses another possible government censorship effort. Mr. Kim is supported by a diverse, highly experienced 17-person team, including seven investment professionals with over 120 years of collective investing experience. TEGNA Inc (TEGNA) is a provider of media services. This page was last edited on 4 March 2023, at 07:53. The company, therefore, believes that each of the non-GAAP measures presented provides useful information to investors and other stakeholders by allowing them to view our business through the eyes of management and our Board of Directors, facilitating comparisons of results across historical periods and focus on the underlying ongoing operating performance of our business. (Press Release). GAAP and non-GAAP earnings per diluted share were $0.97 and $0.98, respectively. As a result of the pending transaction and as previously announced, TEGNA expects to continue to pay its regular quarterly dividend through the closing of the transaction, but has suspended share repurchases under our previously announced share repurchase program. TEGNA also owns leading multicast networks True Crime Network and Quest. in preparation forTegnas annual shareholders meeting scheduled for May 7. enrollment in college or vocational school, political affiliation, veteran . On February 21, 2023, TEGNA elected, pursuant to the terms of the Merger Agreement, to extend the Outside Date (as defined in the Merger Agreement) from 5:00 p.m. Eastern time on February 22, 2023 to 5:00 p.m. Eastern time on May 22, 2023. [13] Upon the completion of the spin-off, Dave Lougee, president of Tegna Media, was named president and CEO of Tegna and joined the company's board of directors. We calculated the performance score of companies by measuring multiple factors, including revenue, longevity, and stock market performance. TEGNA Stations Live, Local and Always on Streaming Apps Reach Nearly 800,000 Installs and over 1 billion Minutes Viewed in 2022 During 2022, TEGNA stations streaming apps were installed nearly 800,000 times on Roku and Fire TV and audiences logged more than 1 billion minutes of viewing. Tegna owns or operates 68 television stations located in 54 markets (including fourteen duopolies); it also owns two radio stations in Columbus, Ohio. An affiliate of Standard General will hold substantially all of the voting, common equity in the new entity that is acquiring TEGNA, with CMG and funds managed by affiliates of Apollo Global Management to hold securities in the new entity that will be non-voting and non-attributable and with other investors holding non-voting interests. RECENT CONTENT, PROGRAMMING AND ESG UPDATES. You may also find additional information about the Companys directors and executive officers in the Companys definitive proxy statement for its 2021 annual meeting of stockholders, which was filed with the SEC on March 26, 2021 and in subsequently filed Current Reports on Form 8-K, Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. Despite its diversity in other areas, TEGNA employees are noticeably lacking in political diversity. One of the most dominant and far-reaching media companies in U.S. history just got even bigger, and there's a chance it could affect the way huge swaths of people get news but there's a good. This is further adjusted by deducting payments made for (1) syndicated programming, (2) pension, (3) interest, (4) taxes (net of refunds) and (5) purchases of property and equipment. Ms. McDermott currently serves as CEO of Standard Media and has more than 20 years of experience leading broadcast groups, including previously serving as COO of Media General and as CEO and President of Young Broadcasting. [35] On October 18, Dish Network filed a complaint with the Federal Communications Commission against Tegna. We calculated the diversity score of companies by measuring multiple factors, including the ethnic background, gender identity, and language skills of their workforce. NEW YORK and TYSONS, Va., June 6, 2019 /PRNewswire/ -- CBS Corporation (NYSE: CBS.A and CBS) and TEGNA Inc. (NYSE: TGNA) today announced a comprehensive, multi-year deal that renews station affiliation agreements for 11 TEGNA markets nationwide, including two top 10 markets - Washington, D.C. and Houston, Texas. They state. We are looking for proven leader with strong technical judgment, effective communication skills, possessing an . Investors also will be able to obtain a free copy of the proxy statement and other documents (when available) filed by the Company with the SEC by accessing the Investors section of the Companys website at http://tegna.com. Moelis & Company and RBC are acting as financial advisor to Standard General and Fried Frank Harris Shriver & Jacobson LLP and Pillsbury Winthrop Shaw Pittman LLP are acting as its legal advisors. These sources have minimal bias and use very few loaded words (wording that attempts to influence an audience by appeals to emotion or stereotypes). Privacy Policy / Your California Privacy Rights. At all levels, we have been tireless in our efforts to ensure TEGNA effectively serves all of our stakeholders, and I am immensely proud of these efforts. With 63 television stations in 51 U.S. markets, TEGNA is the largest owner of top 4 network affiliates in the top 25 markets among independent station groups, reaching approximately 39 percent of. Hopefully, your team can look into this and get Tegna cleaned up from the top. Im very excited about what the future holds for TEGNA.. TEGNA competitors include Kshb / Kmci / The Ew Scripps Company, Sinclair Broadcast Group, ION Media Networks, KEYE-TV, Florida Today, Central Newspapers, Discovery, WTOL 11, WWE, Weigel Broadcasting Co., WTKR News 3, Nexstar Media Group, Ksdk-tv Newschannel 5, WBRZ, Univision Holdings, Inc., Calkins Media Incorporated, WPTV, WATE 6 On Your Side, WBNG TV 12, KSBW. The largest donation made to a political party by a TEGNA employee was by Richard Moody. TEGNA employees are most likely to be members of the democratic party. [28], On June 11, 2019, it was reported Tegna Inc. purchased the Dispatch Broadcast Group's television and radio assets, subject to regulatory approval, for $535 million. The transaction is subject to approval by TEGNA shareholders, regulatory approvals, and other customary closing conditions, and is expected to close in the second half of 2022. TEGNA Inc. (NYSE: TGNA) is an innovative media company that serves the greater good of our communities. Subscription revenue was a fourth quarter record of $372 million, up 11 percent year-over-year, due to rate increases, partially offset by subscriber declines and the comparison to the DISH disruption in 2021. Jakes' Talk Show This Summer With 44 Blue Productions, TDJ Enterprises and Enlight Productions TEGNA", "EMPOWERING NEW DAILY TALK SHOW "T.D. The split was completed on June 29, 2015. [58] When the total internet media division was part of the Gannett Company, it managed the websites for USA Today, as well as Gannett's newspaper and broadcast properties throughout the United States. Employees at the parent company, TEGNA, earn $56,684. . Total company revenue was a record $3.3 billion, up ten percent year-over-year, driven by strong growth in political revenue and record subscription revenue despite AMS revenue declines as a result of political displacement and macroeconomic headwinds. "[40][41][42] In 2021, Standard General once again put forward nominees to Tegna's board of directors, alleging that the company was underperforming and had issues with diversity, equity, and inclusion; the latter came after a Black nominee put forward by Standard General withdrew, citing a previous incident involving CEO Dave Lougee in 2014. This position will report directly to the Regional Head of Technology and Operations. [14], Prior to the company's completion of the spin-off of Cars.com, it was reported by DealReporter that Nexstar Media Group may be considering a bid to acquire Tegna. TEGNA Inc. (NYSE: TGNA) is an innovative media company that serves the greater good of our communities. Other Nexstar/Tribune stations going to Tegna are WZDX/Huntsville, KFSM-TV/Fort SmithFayetteville, WTIC-TVWCCT-TV/Hartford, and WATN-TVWLMT/Memphis. [21], On August 20, 2018, Tegna agreed to purchase two stations spun off from the Gray Television-Raycom Media merger, CBS affiliate WTOL-TV in Toledo (the sale likely includes rights to an existing shared services agreement with American Spirit Media-owned Fox affiliate WUPW) and NBC affiliate KWES-TV in Odessa in order to alleviate ownership conflicts involving Gray's ownership of ABC affiliate WTVG in the Toledo market and CBS affiliate KOSA-TV in the Odessa market. Since 2020, advertising trends have seen significant broad-based strength across all advertising categories, except auto and insurance in this two-year comparison. On February 24, 2023, the FCC issued a hearing designation order with respect to the transaction. Total company Adjusted EBITDA2 was a record of $1.1 billion, representing an increase of 19 percent compared to 2021 driven by high-margin political and subscription revenues, as well as ongoing cost management to ensure efficient operations. Three things to know about what critics are calling Mississippis Jim Judiciary Democrats go after GOP whistleblowers in FBI probes, Trump asks for roughly six-month delay in New York fraud case, Pelosi on DC crime bill: I wish Biden wouldve told us first, Mike Lindell calls DeSantis a Trojan Horse. The sale was approved by Standard General and Apollo Global Management on May 17, 2022. The local affiliate I work for in Des Moines is very poorly managed. Senior Vice President, Financial Planning & Analysis Claiming and updating your company profile on Zippia is free and easy. Vice President, Corporate Communications These risks, uncertainties and other factors include, but are not limited to, those discussed under Risk Factors in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021, and the following: (1) the timing, receipt and terms and conditions of any required governmental or regulatory approvals of the proposed transaction and the related transactions involving the parties that could reduce the anticipated benefits of or cause the parties to abandon the proposed transaction, (2) risks related to the satisfaction of the conditions to closing the proposed transaction (including the failure to obtain necessary regulatory approvals or the approval of the Companys stockholders), and the related transactions involving the parties, in the anticipated timeframe or at all, (3) the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the Companys common stock, (4) disruption from the proposed transaction making it more difficult to maintain business and operational relationships, including retaining and hiring key personnel and maintaining relationships with the Companys customers, vendors and others with whom it does business, (5) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement entered into pursuant to the proposed transaction or of the transactions involving the parties, (6) risks related to disruption of managements attention from the Companys ongoing business operations due to the proposed transaction, (7) significant transaction costs, (8) the risk of litigation and/or regulatory actions related to the proposed transaction or unfavorable results from currently pending litigation and proceedings or litigation and proceedings that could arise in the future, (9) other business effects, including the effects of industry, market, economic, political or regulatory conditions, (10) information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity, malware or ransomware attacks, and (11) changes resulting from the COVID-19 pandemic, which could exacerbate any of the risks described above.