10-12B 1 meredithform10.htm 10-12B Document

As filed with the Securities and Exchange Commission on October 28, 2021.
File No. 001-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934
MEREDITH HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
Iowa87-1182640
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
1716 Locust Street,Des Moines,Iowa50309-3023
(Address of principal executive offices)(ZIP Code)
Registrant’s telephone number, including area code:
(515) 284-3000
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each className of each exchange on which each class is to be registered
Common Stock, par value $1New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer o     Accelerated filer o     Non-accelerated filer þ
     Smaller reporting company ☐     Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    o


INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10
Certain information required to be included herein is incorporated by reference to specifically identified portions of the body of the information statement filed herewith as Exhibit 99.1 (the “information statement”). None of the information contained in the information statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference.
Item 1. Business.
The information required by this item is contained in the sections “Summary,” “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements,” “The Separation,” “Capitalization,” “Unaudited Pro Forma Condensed Combined Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Executive Compensation,” “Management,” “Certain Relationships and Related Party Transactions,” “Where You Can Find More Information” and “Financial Statements and Supplementary Data” (and the statements referenced therein) of the information statement. Those sections are incorporated herein by reference.
Item 1A. Risk Factors.
The information required by this item is contained in the sections “Summary,” “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” of the information statement. Those sections are incorporated herein by reference.
Item 2. Financial Information.
The information required by this item is contained in the sections “Summary,” “Risk Factors,” “Capitalization,” “Unaudited Pro Forma Condensed Combined Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Financial Statements and Supplementary Data” (and the statements referenced therein) of the information statement. Those sections are incorporated herein by reference.
Item 3. Properties.
The information required by this item is contained in the section “Business—Properties” of the information statement. That section is incorporated herein by reference.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
The information required by this item is contained in the section “Security Ownership of Certain Beneficial Owners and Management” of the information statement. That section is incorporated herein by reference.
Item 5. Directors and Executive Officers.
The information required by this item is contained in the section “Management” of the information statement.
That section is incorporated herein by reference.
Item 6. Executive Compensation.
The information required by this item is contained in the sections “Executive Compensation” and “Management” of the information statement. Those sections are incorporated herein by reference.
Item 7. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item is contained in the sections “The Separation, Distribution, and Spin-Off,” “Certain Relationships and Related Party Transactions,” “Management,” “Executive Compensation” and “Security Ownership of Certain Beneficial Owners and Management” of the information statement. Those sections are incorporated herein by reference.
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Item 8. Legal Proceedings.
The information required by this item is contained in the section “Business—Legal Proceedings” of the information statement. That section is incorporated herein by reference.
Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.
The information required by this item is contained in the sections “Summary,” “Risk Factors,” “The Separation, Distribution, and Spin-Off,” “Dividend Policy,” “Capitalization” and “Description of Capital Stock” of the information statement. Those sections are incorporated herein by reference.
Item 10. Recent Sales of Unregistered Securities.
On April 29, 2021, Meredith Holdings Corporation was incorporated in the State of Iowa. On April 29, 2021, Meredith Corporation acquired 100 uncertificated shares of common stock of Meredith Holdings Corporation for $1.00 pursuant to Section 4(a)(2) of the Securities Act. The issuance of the shares was not registered under the Securities Act because such issuance did not constitute a public offering.
Item 11. Description of Registrant’s Securities to Be Registered.
The information required by this item is contained in the sections “The Separation, Distribution, and Spin-Off” and “Description of Capital Stock” of the information statement. That section is incorporated herein by reference.
Item 12. Indemnification of Directors and Officers.
The information required by this item is contained in the section “Description of Capital Stock” of the information statement. That section is incorporated herein by reference.
Item 13. Financial Statements and Supplementary Data.
The information required by this item is contained in the sections “Management’s Discussion and Analysis of Financial Conditions and Results of Operations,” and “Financial Statements and Supplementary Data” (and the statements referenced therein) of the information statement. That section is incorporated herein by reference.
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 15. Financial Statements and Exhibits.
(a)Financial Statements
The information required by this item is contained in the sections “Financial Statements and Supplementary Data” (and the statements referenced therein) of the information statement. That section is incorporated herein by reference.
(b)Exhibits
The following documents are filed as exhibits hereto:
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2.3
2.4
2.5
2.6
3.1*
3.2*
3.3*
3.4*
10.1
10.2
10.3
10.4+
10.5+
10.6+
10.7+
10.8+
10.9+
3

10.10+
10.11+
10.12+
10.13+
10.14+
10.15+
10.16+
10.17+
10.18+
10.19+
10.20+
10.21+
10.22+
10.23+
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10.24+
10.25+
10.26**
Second Amended and Restated Commitment Letter, dated as of June 25, 2021, by and among Meredith Holdings Corporation, Royal Bank of Canada, RBC Capital Markets, Barclays Bank PLC, Credit Suisse Loan Funding LLC, Credit Suisse AG, Cayman Islands Branch, Citigroup Global Markets Inc., BNP Paribas, BNP Paribas Securities Corp., Capital One, National Association, CIBC Bank USA, Bankers Trust Company and Fifth Third Bank, National Association.
10.27
10.28
21.1*
99.1*
99.2**Form of Notice of Internet Availability of Information Statement Materials
*Filed herewith.
        **    To be filed by amendment.
        +    Management contract or compensatory plan or arrangement
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
Meredith Holdings Corporation
/s/ John Zieser
Name: John Zieser
Title:   President
Date:
October 28, 2021