Item 7.01 Regulation FD Disclosure
On June 16, 2021, Tom Harty, Chairman and Chief Executive Officer of Meredith
Corporation (Meredith or the Company), along with other executive officers of
the Company, presented the slides furnished as Exhibit 99.2 to this Current
Report on Form 8-K at the 11th Annual East Coast IDEAS Virtual Investor
Conference.
The information in this Current Report on Form 8-K, including Exhibit 99.1 and
99.2, shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that section, nor shall it be deemed incorporated by reference in any of the
Company's filing under the Securities Act of 1933, as amended, whether made
before or after the date hereof, regardless of any incorporation language in
such a filing, except as expressly set forth by specific reference in such a
filing.
Item 8.01 Other Events
On June 16, 2021, executive officers of Meredith presented at the 11th Annual
East Coast IDEAS Virtual Investor Conference. The presentation transcript and
slides for the conference are furnished as Exhibit 99.1 and 99.2 to this Current
Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Presentation transcript from June 16, 2021, 11th Annual East Coast
IDEAS Virtual Investor Conference
99.2 Presentation slides for 11th Annual East Coast IDEAS Virtual Investor
Conference on June 16, 2021
104 Cover Page Interactive Data File (formatted as Inline XBRL)
Forward-Looking Statements
This Current Report on Form 8-K and the Exhibits attached hereto contain certain
forward-looking statements that are subject to risks and uncertainties. These
statements are based on management's current knowledge and estimates of factors
affecting the Company 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, believes, 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 Exhibits attached hereto
regarding the Company, Gray Television, Inc. (Gray), and the new public company
to be spun-off and which will retain the name Meredith Corporation (SpinCo) that
are forward-looking, including projections as to the anticipated benefits of the
proposed transactions, the methods that will be used to finance the
transactions, the impact of the transactions on anticipated financial results,
the synergies from the proposed transactions, and the closing date for the
proposed 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 the Company, Gray, and SpinCo. None of
this information should be considered in isolation from, or as a substitute for,
the historical financial statements of the Company 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
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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 the
Company, Gray, and 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 the
Company's Annual Report on Form 10-K for its fiscal year ended June 30, 2020,
both of which are on file with the United States Securities and Exchange
Commission (SEC). You should also read Gray's Quarterly Report on Form 10-Q for
the quarter ended March 31, 2021, and the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 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 the Company, Gray, or SpinCo. None of the Company, Gray, or 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 the
Company. In connection with the proposed merger and spin-off, the Company
intends to file relevant materials with the SEC, including a proxy statement. In
addition, SpinCo intends to file a registration statement on Form 10 with
respect to its common stock. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THESE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY, SPINCO, GRAY, THE MERGER AND THE SPIN-OFF. The
proxy statement and Form 10, and other relevant materials (when they become
available), and any other documents filed by the Company, 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 the Company may also be obtained for free from the
Company's Investor Relations web site (http://ir.meredith.com) or by directing a
request to the Company's Shareholder/Financial Analyst contact, Mike Lovell,
Executive Director of Corporate Communications, at 515-284-3622.
Participants in the Solicitation
The Company 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 the Company in connection with the proposed 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 the Company's directors and executive officers
is available in the Company's definitive proxy statement, dated September 25,
2020, for its 2020 annual meeting of shareholders. Other information regarding
the participants and description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the proxy statement and
Form 10 registration statement regarding the proposed merger and spin-off that
the Company, SpinCo, and Gray will file with the SEC when it becomes available.
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