Item 8.01 Other Events

On May 3, 2021, Meredith Corporation ("Meredith") reported that it had entered into an Agreement and Plan of Merger ("Merger Agreement"), as amended June 2, 2021 and October 6, 2021, with Gray Television, Inc., a Georgia corporation ("Gray"), and Gray Hawkeye Stations, Inc., a Delaware corporation and wholly-owned subsidiary of Gray ("Merger Sub"). Meredith is filing this Form 8-K to provide unaudited pro forma consolidated financial statements and accompanying notes of Meredith and its subsidiaries related to the transactions contemplated by the Merger Agreement. These financial statements and accompanying notes are included in Exhibit 99 filed herewith and incorporated by reference into this Item 8.01 and reflect adjustments to Meredith's historical financial information to depict the sale of its local media group segment to Merger Sub. This sale will be effected by (i) a spin-off and distribution, in which Meredith shareholders will receive on a one-for-one basis shares of Meredith Holdings Corporation, a wholly-owned subsidiary of Meredith ("NMG SpinCo"), which will hold Meredith's digital and magazine businesses, the MNI and PeopleTV businesses, and corporate operations, followed immediately by (ii) the merger of Meredith, holding the assets of the local media group segment, with Merger Sub.

Item 9.01 Financial Statements and Exhibits




   (d)   Exhibits

            99    Pro Forma Financial Information
           104    Cover Page Interactive Data File (formatted as Inline XBRL)




Forward-Looking Statements
This Current Report on Form 8-K and the Exhibit attached hereto contain certain
forward-looking statements, as defined in the Private Securities Litigation
Reform Act of 1995, that are subject to risks and uncertainties. These
statements are based on management's current knowledge and estimates of factors
affecting Meredith and its operations. Forward-looking statements can be
identified by words such as may, should, expects, provides, anticipates,
assumes, can, will, meets, could, likely, intends, might, predicts, seeks,
would, believe, estimates, plans, continues, guidance or outlook, or variations
of these words or similar expressions. Actual results may differ materially from
those currently anticipated.
Statements in this Current Report on Form 8-K and the Exhibit attached hereto
that are forward-looking, including statements related to the proposed merger,
distribution and spin-off and the timing of the transactions, are based on
management's estimates, assumptions and projections, and are subject to
significant uncertainties and other factors, many of which are beyond the
control of Meredith, Gray and NMG SpinCo. None of this information should be
considered in isolation from, or as a substitute for, the historical financial
statements or Meredith or Gray. Important risk factors could cause actual future
results and other future events to differ materially from those currently
estimated by management, including, but not limited to: the timing to consummate
the proposed transactions; the risk that a condition to closing of the proposed
transactions may not be satisfied and the transactions may not close; the risk
that a regulatory approval that may be required for the proposed transactions is
delayed, is not obtained or is obtained subject to conditions that are not
anticipated; management's ability to separate the national media business into
an independent publicly-traded company; the diversion of management time on
transaction-related issues; change in national and regional economic conditions;
pricing fluctuations in advertising; changes in paper and postage prices;
reliance on printing suppliers; changes in magazine circulation sales; industry
consolidation; technological developments; and major world news events.
For more discussion of important risk factors that may materially affect
Meredith, Gray and NMG SpinCo, please see the risk factors contained in Gray's
Annual Report on Form 10-K for its fiscal year ended December 31, 2020 and
Meredith's Annual Report on Form 10-K for its fiscal year ended June 30, 2021,
both of which are on file with the SEC. You should also read Meredith's
Quarterly Report on Form 10-Q for the quarter ended September 30,

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2021 and Gray's Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, which are also on file with the SEC. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do occur, what impact they will have on the results of operations, financial condition or cash flows of Meredith, Gray and NMG SpinCo. None of Meredith, Gray or NMG SpinCo assumes any duty to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, as of any future date.

Additional Information and Where to Find It This communication is not a solicitation of a proxy from any shareholder of Meredith. In connection with the transactions contemplated by the Merger Agreement, Meredith has filed relevant materials with the SEC, including a definitive proxy statement. In addition, NMG SpinCo has filed a registration statement on Form 10 with respect to its common stock and class B common stock, which registration statement has not been declared effective by the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT MEREDITH, NMG SPINCO, GRAY, MERGER SUB AND THE MERGER AND SPIN-OFF. The proxy statement and Form 10, and other relevant materials, and any other documents filed by Meredith, NMG SpinCo and Gray with the SEC, may be obtained free of charge at the SEC's web site at www.sec.gov. The documents filed by Meredith may also be obtained for free from the Meredith's Investor Relations web site (http://ir.meredith.com) or by directing a request to the Meredith's Shareholder/Financial Analyst contact, Mike Lovell, Executive Director Corporate Communications, at 515-284-3622.

Participants in the Solicitation Meredith and Gray and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the security holders of Meredith in connection with the merger and spin-off. Information about Gray's directors and executive officers is available in Gray's definitive proxy statement, dated March 25, 2021, for its 2021 annual meeting of shareholders. Information about Meredith's directors and executive officers is available in Meredith's definitive proxy statement, dated October 27, 2021, for its 2021 annual meeting of shareholders. Other information regarding the participants and description of their direct and indirect interests, by security holdings or otherwise, is contained in the proxy statement regarding the merger and spin-off that Meredith filed with the SEC on November 8, 2021 and Form 10 registration statement that NMG SpinCo filed with the SEC on November 9, 2021.

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