| 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 and, with respect to the 2025 Senior Notes Indenture, all liens and encumbrances granted by Meredith and its subsidiaries in favor of the Collateral Agent (as defined in the 2025 Senior Notes Indenture) were terminated and released.
| 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 merger of Dotdash Merger Sub with and into Meredith Holdings (the “Dotdash Merger”), with Meredith Holdings surviving the Dotdash Merger as a wholly owned subsidiary of Dotdash. A copy of the Dotdash Merger Agreement is attached as Exhibit 2.6 hereto.
The Spin-Off
In accordance with the terms of the Gray Merger Agreement, as amended, and the Separation and Distribution Agreement, as amended, on the Closing Date, the Spin-Off was consummated (such time of consummation, the “Spin-Off Effective Time”), pursuant to which the Company distributed the issued and outstanding shares of Meredith Holdings to the Company’s shareholders on a one-to-one basis.
The Gray Merger
In accordance with the terms of the Gray Merger Agreement, as amended, the Gray Merger was consummated shortly after the Spin-Off Effective Time (such time, the “Gray Merger Effective Time”), pursuant to which each share of Common Stock, par value $1.00 per share, of the Company (“Meredith Common Stock”) and Class B Common Stock, par value $1.00 per share, of the Company (“Meredith Class B Stock”, and together with the Common Stock, the “Meredith Stock”), other than 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, were automatically converted into the right to receive $16.99 in cash, without interest and subject to any required withholding of taxes (the “Gray Merger Consideration”).
At the Gray Merger Effective Time, (i) each in-the-money option (as adjusted) with respect to Meredith Common Stock outstanding and unexercised immediately prior to the Gray Merger Effective Time, whether or not then vested or exercisable, (ii) each restricted stock unit award with respect to Meredith Common Stock outstanding immediately prior to the Gray Merger Effective Time, and (iii) each share of the Company’s restricted stock and
