Item 1.02 Termination of Material Definitive Agreements.
On December 1, 2021 (the "Closing Date"), Hawkeye Acquisition, Inc. (f/k/a
Meredith Corporation), a Delaware corporation ("Meredith" or the "Company"),
repaid in full (except for existing contingent reimbursement obligations under
certain existing letters of credit which were cash collateralized or otherwise
backstopped) all indebtedness and other amounts outstanding and owing under that
certain credit agreement, dated as of January 31, 2018 (and as thereafter
amended, the "Credit Agreement"), by and among Meredith, as borrower, certain of
its subsidiaries as guarantors, various lenders from time to time party thereto,
and Royal Bank of Canada, as Administrative Agent and Collateral Agent and
terminated the Credit Agreement. Meredith paid an aggregate of $1,479,586,908.40
to repay all amounts due with respect to termination of the Credit Agreement,
inclusive of prepayment premiums. In connection with the termination of the
Credit Agreement, all other related loan documents were terminated and all liens
and encumbrances granted by Meredith and its subsidiaries in favor of the
Collateral Agent were terminated and released.
On the Closing Date, Meredith also (i) redeemed all of its outstanding (a)
6.875% Senior Unsecured Notes due February 1, 2026 (the "2026 Senior Notes")
issued under that certain Indenture dated January 31, 2018, among Meredith,
certain subsidiaries of Meredith party thereto as subsidiary guarantors and U.S.
Bank National Association, as supplemented by the First Supplemental Indenture,
dated January 31, 2018, among Meredith, certain subsidiaries of Meredith party
thereto as subsidiary guarantors and U.S. Bank National Association (the "2026
Senior Notes Indenture") and (b) 6.500% Senior Secured Notes due July 1, 2025
(the "2025 Senior Notes") issued under that certain Indenture dated June 29,
2020, among Meredith, certain subsidiaries of Meredith party thereto as
subsidiary guarantors and U.S. Bank National Association (the "2025 Senior Notes
Indenture") and (ii) terminated and discharged the 2026 Senior Notes Indenture
and the 2025 Senior Notes Indenture. Meredith paid an aggregate redemption price
of (i) $328,151,786.81 with respect to the outstanding 2025 Senior Notes and
(ii) $1,081,551,052.21 with respect to the outstanding 2026 Senior Notes, in
each case, inclusive of any Applicable Premium (as defined in the 2026 Senior
Notes Indenture and the 2025 Senior Notes Indenture, respectively). In
connection with the termination and discharge of the 2026 Senior Notes Indenture
and the 2025 Senior Notes Indenture, all related note documents were terminated
. . .
Item 2.01 Completion of Acquisition or Disposition of Assets
As previously disclosed, on May 3, 2021, Meredith, Gray Television, Inc., a
Georgia corporation ("Gray"), and Gray Hawkeye Stations, Inc., a Delaware
corporation and wholly owned subsidiary of Gray ("Gray Merger Sub"), entered
into an Agreement and Plan of Merger (the "Gray Merger Agreement"), as amended
on June 2, 2021 and October 6, 2021, pursuant to which the parties thereto
agreed to effect the acquisition of the Company by Gray through the merger of
Gray Merger Sub with and into the Company (the "Gray Merger"), with the Company
surviving the Gray Merger as a wholly owned subsidiary of Gray. The parties
agreed to effect the Gray Merger immediately after and subject to the
consummation of a distribution by the Company to its shareholders, on a
one-to-one basis, of the issued and outstanding capital stock of Meredith
Holdings Corporation, an Iowa corporation and newly formed wholly owned
subsidiary of the Company ("Meredith Holdings") (which holds the Company's
national media group, MNI and People TV businesses and corporate segments), with
the Company's local media group segment remaining with the Company, in
accordance with the terms of the Separation and Distribution Agreement (the
"Separation and Distribution Agreement"), by and among Meredith, Meredith
Holdings and Gray, dated as of May 3, 2021, as amended May 18, 2021, June 3,
2021 and October 6, 2021 (collectively, the "Spin-Off"). A copy of the Gray
Merger Agreement and Amendment No. 1 thereto are attached as Exhibits 2.1 and
2.2 hereto, respectively, and a copy of the Separation and Distribution
Agreement and Amendment No. 2 thereto are attached as Exhibits 2.3 and 2.4
hereto, respectively, and a copy of the Amendment and Consent, by and among the
Company, Meredith Holdings, Gray, Gray Merger Sub and Dotdash (as defined
below), dated as of October 6, 2021, which amended the Gray Merger Agreement and
the Separation and Distribution Agreement, is attached as Exhibit 2.5 hereto.
As previously disclosed, on October 6, 2021, the Company, Meredith Holdings,
Dotdash Media Inc., a Delaware corporation (f/k/a About, Inc.) ("Dotdash"), and,
solely for the limited purposes set forth therein, IAC/InterActiveCorp, a
Delaware corporation ("IAC"), entered into an Agreement and Plan of Merger (the
"Dotdash Merger Agreement"), as supplemented by a Joinder, dated October 8,
2021, by Mercury Sub Inc., an Iowa corporation ("Dotdash Merger Sub"), pursuant
to which the parties thereto agreed to, subsequent to the consummation of the
Spin-Off, effect the acquisition of Meredith Holdings by Dotdash through the
. . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
The information set forth in Item 2.01 above is incorporated herein by
reference.
In connection with the closing of the Gray Merger, on December 1, 2021 the
Company (i) notified The New York Stock Exchange ("NYSE") that the Gray Merger
had been consummated and (ii) requested that NYSE (x) suspend trading of the
shares of Meredith Common Stock prior to market open on December 2, 2021, (y)
halt trading prior to market open on December 2, 2021 and withdraw the shares of
Meredith Common Stock from listing on NYSE and (z) file with the Securities and
Exchange Commission ("SEC") a Form 25 Notification of Removal from Listing
and/or Registration to delist Meredith Stock from NYSE and deregister Meredith
Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). The Company intends to file a Form 15 under the Exchange
Act with the SEC requesting the deregistration of its Meredith Stock and the
suspension of the Company's reporting obligations under Sections 13 and 15(d) of
the Exchange Act.
Item 3.03 Material Modifications to Rights of Security Holders
The information set forth in Item 2.01 and Item 3.01 above and Item 5.01, Item
5.02 and Item 5.03 below is incorporated herein by reference.
At the Gray Merger Effective Time, as a result of the Gray Merger, each holder
of shares of Meredith Stock issued and outstanding immediately prior to the Gray
Merger Effective Time ceased to have any rights as shareholders of the Company
(other than the right (except in the case of shares (i) canceled in accordance
with Section 2.6(a) of the Gray Merger Agreement and (ii) subject to the
provisions of Section 2.8 of the Gray Merger Agreement, regarding dissenting
shares of Meredith Class B Stock) to receive the Gray Merger Consideration).
Item 5.01 Changes in Control of Company
The information set forth in Item 2.01 and Item 3.01 above and Item 5.02 below
is incorporated herein by reference.
As a result of the consummation of the Gray Merger, a change in control of the
Company occurred. Following the consummation of the Gray Merger, the Company
became a wholly owned subsidiary of Gray.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth in Item 2.01 above is incorporated herein by
reference.
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In connection with the consummation of the Gray Merger, as of the Gray Merger
Effective Time, each of Donald A. Baer, Donald C. Berg, Gregory G. Coleman, D.
Mell Meredith Frazier, Thomas H. Harty, Beth J. Kaplan, Paula A. Kerger,
Christopher Roberts III, and Elizabeth E. Tallett resigned from the Company's
board of directors and each committee thereof. These resignations were not a
result of any disagreement between the Company and the directors on any matter
relating to the Company's operations, policies or practices.
Also, as of the Gray Merger Effective Time and pursuant to the terms of the Gray
Merger Agreement, as amended, (i) the directors of Gray Merger Sub immediately
prior to the Gray Merger Effective Time, Hilton H. Howell, Jr., D. Patrick
LaPlatney and Kevin P. Latek, became the directors of the Company, and (ii) the
following individuals, who were officers of Gray Merger Sub immediately prior to
the Gray Merger Effective Time, were appointed to the offices of the Company set
forth opposite their names below:
Kevin P. Latek - President
James C. Ryan - Treasurer
Ellenann Yelverton - Secretary
Robin Collins - Vice President, Tax
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in Item 2.01 above is incorporated herein by
reference.
At the Gray Merger Effective Time, the Company's articles of incorporation and
bylaws were amended and restated in their entirety. Copies of the Company's
amended and restated articles of incorporation and the Company's amended and
restated bylaws are attached as Exhibits 3.1 and 3.2, respectively, hereto, each
of which is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 30, 2021, the Company held a special meeting of shareholders (the
"Special Meeting") to (i) vote upon a proposal to adopt the Gray Merger
Agreement, as amended ("Gray Merger Proposal"), (ii) to consider and vote, on an
advisory basis, upon a proposal to approve the compensation that Company's named
executive officers may receive in connection with the Gray Merger contemplated
by the Gray Merger Agreement, as amended ("Advisory Compensation Proposal") and
(iii) to vote to adjourn the Special Meeting if necessary to permit further
solicitation of proxies if there are not sufficient votes at the time of the
Special Meeting to adopt the Gray Merger Agreement, as amended ("Adjournment
Proposal"). As there were sufficient affirmative shareholder votes at the time
of the Special Meeting to approve the Gray Merger Proposal, the Adjournment
Proposal was rendered moot.
The Gray Merger Proposal received the following votes:
Class of Securities Votes For Votes Against Abstain
Common Stock 30,704,987.619 23,726.549 58,635.781
Class B Stock 49,476,360.000 33,840.000 8,760.000
Total 80,181,347.619 57,566.549 67,395.781
Based on the votes set forth above, the shareholders approved the Gray Merger
Proposal.
The Advisory Compensation Proposal received the following votes:
Class of Securities Votes For Votes Against Abstain
Common Stock 9,761,348.381 20,730,444.008 295,557.560
Class B Stock 49,459,810.000 50,390.000 8,760.000
Total 59,221,158.381 20,780,834.008 304,317.560
Based on the votes set forth above, the shareholders approved the Advisory
Compensation Proposal.
Item 7.01 Regulation FD Disclosure.
On November 30, 2021, the Company issued a press release announcing that the
Gray Merger Proposal was approved by its shareholders. A copy of the press
release is attached hereto as Exhibit 99.1.
The information furnished under this Item 7.01, including Exhibit 99.1, shall
not be deemed "filed" for purposes of Section 18 of the Exchange Act, or subject
to the liabilities of that section. The information shall not be deemed
incorporated by reference into any other filing with the SEC made by the
Company, regardless of any general incorporation language in such filing.
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Item 8.01 Other Events.
On December 1, 2021, in consideration of the closing of the Gray Merger and as
contemplated by the Company's definitive proxy statement dated October 27, 2021
with respect to the Company's 2021 Annual Meeting of Shareholders (the "Annual
Meeting"), the board of directors of the Company canceled the Annual Meeting,
previously scheduled for December 29, 2021.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
2.1 Agreement and Plan of Merger, dated as of May 3, 2021, by and among Gray
Television, Inc., Gray Hawkeye Stations, Inc. and Meredith Corporation,
incorporated by reference to the Current Report on Form 8-K filed by
Meredith Corporation on May 3, 2021 (File No. 001-05128).
2.2 Amendment No. 1 to the Agreement and Plan of Merger, dated as of June 2,
2021, by and among Gray Television, Inc., Gray Hawkeye Stations, Inc. and
Meredith Corporation, incorporated by reference to the Current Report on
Form 8-K filed by Meredith Corporation on June 3, 2021 (File
No. 001-05128).
2.3 Separation and Distribution Agreement, dated as of May 3, 2021, by and
among Meredith Holdings Corporation, Meredith Corporation and Gray
Television, Inc, incorporated by reference to the Current Report on Form
8-K filed by Meredith Corporation on May 3, 2021 (File No. 001-05128).
2.4 Amendment No. 2 to the Separation and Distribution Agreement, dated as
of June 2, 2021, by and among Meredith Holdings Corporation, Meredith
Corporation and Gray Television, Inc. (which supersedes the Amendment
No. 1 to the Separation and Distribution Agreement), incorporated by
reference to the Current Report on Form 8-K filed by Meredith Corporation
on June 3, 2021 (File No. 001-05128).
2.5 Amendment and Consent, dated as of October 6, 2021, by and among
Meredith Corporation, Meredith Holdings Corporation, Gray Television,
Inc., Gray Hawkeye Stations, Inc. and About, Inc. (now known as Dotdash
Media Inc.), incorporated by reference to the Current Report on Form 8-K
filed by Meredith Corporation on October 6, 2021 (File No. 001-05128).
2.6 Agreement and Plan of Merger, dated as of October 6, 2021, among
Meredith Corporation, Meredith Holdings Corporation, About, Inc. (now
known as Dotdash Media Inc.) and, for certain limited purposes set forth
therein, IAC/InterActiveCorp, incorporated by reference to the Current
Report on Form 8-K filed by Meredith Corporation on October 6, 2021 (File
No. 001-05128).
3.1 Amended and Restated Articles of Incorporation of Meredith Corporation.
3.2 Amended and Restated Bylaws of Meredith Corporation.
99.1 Press Release issued November 30, 2021 by Meredith Corporation Relating
to Special Meeting Results.**
104 Cover Page Interactive Data File (formatted as Inline XBRL)
** Furnished pursuant to Item 7.01 of Form 8-K.
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