8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 18, 2021

MEREDITH CORPORATION
(Exact name of registrant as specified in its charter)
Iowa	001-05128	42-0410230
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

	1716 Locust Street,	Des Moines,	Iowa	50309-3023
(Address of principal executive offices)				(ZIP Code)

Registrant’s telephone number, including area code:	(515)	284-3000
Former name or former address, if changed since last report: Not applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $1	MDP	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ¨

Item 2.02 Results of Operations and Financial Condition.

Meredith Corporation ("Meredith") is filing this Form 8-K to provide certain quarterly financial information of its wholly-owned subsidiary Meredith Holdings Corporation ("SpinCo"). The financial information of SpinCo has been prepared on a carve-out basis and excludes the historical net assets and results of operations of Meredith's local media business segment, in order to reflect the previously-announced pending sale of Meredith's local media business segment. 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 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 a subsidiary of Gray Television, Inc. ("Gray"). This financial information is included in Exhibit 99 filed herewith and incorporated by reference into this Item 2.02.

The information in this Current Report on Form 8-K, including Exhibit 99, 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 Meredith's filings 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 9.01 Financial Statements and Exhibits

(d)	Exhibits
	99	SpinCo Quarterly 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 SpinCo. 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; 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 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, 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 SpinCo. None of Meredith, 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 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, SpinCo has filed a registration statement on Form 10 with respect to its common stock and class B common stock, which registration statement has been declared effective by the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT MEREDITH, 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, 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 SpinCo filed with the SEC on November 9, 2021.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MEREDITH CORPORATION
	Registrant
	/s/ Jason Frierott
	Jason Frierott
	Chief Financial Officer
	(Principal Financial and Accounting Officer)
Date: November 18, 2021

EX-99

Exhibit 99

Meredith Holdings Corporation

Supplemental Disclosures Regarding Non-GAAP Financial Measures

The following tables show results of operations as reported under accounting principles generally accepted in the United States of America (GAAP) and segment adjusted EBITDA. Segment adjusted EBITDA and special items are non-GAAP measures. Management uses and presents GAAP and non-GAAP results to evaluate and communicate its performance. While non-GAAP measures should not be construed as alternatives to GAAP measures, management believes these non-GAAP measures are useful as an aid to further understand Meredith Holdings Corporation’s current performance, performance trends, and financial condition.

Segment adjusted EBITDA is a measure of segment operating profit and non-operating income, net before depreciation, amortization, and special items. These special items have been removed as they have been deemed to be non-operational in nature. Management does not use adjusted EBITDA as a measure of liquidity or funds available for management's discretionary use because it excludes certain contractual and nondiscretionary expenditures.

Year ended December 31,	2021
	First Quarter		Second Quarter		Third Quarter		Nine Months YTD
(In millions)
Revenues
Advertising related
Digital	$	105.1	$	128.9	$	138.9	$	372.9
Magazine	114.9		129.7		117.8		362.4
Total advertising related	220.0		258.6		256.7		735.3
Consumer related
Digital	61.4		61.9		60.0		183.3
Magazine	186.3		201.4		194.6		582.3
Intersegment revenue elimination	(6.3)		(4.9)		(5.5)		(16.7)
Total consumer related	241.4		258.4		249.1		748.9
Other
Digital	1.1		1.6		1.3		4.0
Magazine	16.4		19.5		19.5		55.4
Total other	17.5		21.1		20.8		59.4
Total revenues	$	478.9	$	538.1	$	526.6	$	1,543.6
Operating profit
Digital	$	32.3	$	46.5	$	53.8	$	132.6
Magazine	102.1		26.5		8.2		136.8
Unallocated corporate	(23.2)		(37.6)		(27.1)		(87.9)
Income from operations	$	111.2	$	35.4	$	34.9	$	181.5

1

	(Continued)
Year ended December 31,	2021
	First Quarter		Second Quarter		Third Quarter		Nine Months YTD
(In millions)
Non-operating income, net
Digital	$	—	$	—	$	0.5	$	0.5
Magazine	1.0		1.0		0.5		2.5
Unallocated corporate	0.2		0.3		0.2		0.7
Non-operating income, net	$	1.2	$	1.3	$	1.2	$	3.7
Special items included in operating profit
Magazine
Integration and restructuring costs	$	0.3	$	—	$	—	$	0.3
Severance and related benefit costs	1.3		0.3		—		1.6
Gain on sale of businesses and assets	(97.6)		—		—		(97.6)
Total magazine	(96.0)		0.3		—		(95.7)
Unallocated corporate
Transaction costs	8.1		13.9		11.5		33.5
Integration and restructuring costs	1.9		3.6		3.5		9.0
Severance and related benefit costs	—		—		0.1		0.1
Other	—		—		2.0		2.0
Total unallocated corporate	10.0		17.5		17.1		44.6
Total special items included in operating profit	$	(86.0)	$	17.8	$	17.1	$	(51.1)
Depreciation and amortization
Digital	$	13.6	$	10.4	$	7.7	$	31.7
Magazine	14.6		11.3		14.1		40.0
Unallocated corporate	0.3		0.3		0.3		0.9
Total depreciation and amortization	$	28.5	$	22.0	$	22.1	$	72.6
Adjusted EBITDA
Digital	$	45.9	$	56.9	$	62.0	$	164.8
Magazine	21.7		39.1		22.8		83.6
Unallocated corporate	(12.7)		(19.5)		(9.5)		(41.7)
Total adjusted EBITDA	$	54.9	$	76.5	$	75.3	$	206.7

2

Year ended December 31,	2020
	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		Total
(In millions)
Revenues
Advertising related
Digital	$	86.8	$	70.6	$	111.0	$	166.6	$	435.0
Magazine	159.0		129.9		134.1		160.2		583.2
Total advertising related	245.8		200.5		245.1		326.8		1,018.2
Consumer related
Digital	45.7		51.3		48.4		69.8		215.2
Magazine	212.5		193.7		183.8		202.8		792.8
Intersegment revenue elimination	(4.2)		(4.5)		(4.8)		(6.8)		(20.3)
Total consumer related	254.0		240.5		227.4		265.8		987.7
Other
Digital	1.8		1.4		1.4		1.3		5.9
Magazine	18.8		15.6		11.6		13.5		59.5
Total other	20.6		17.0		13.0		14.8		65.4
Total revenues	$	520.4	$	458.0	$	485.5	$	607.4	$	2,071.3
Operating profit (loss)
Digital	$	(151.2)	$	3.5	$	20.6	$	79.8	$	(47.3)
Magazine	(137.5)		12.5		11.8		39.3		(73.9)
Unallocated corporate	(7.4)		(14.0)		(16.8)		(13.4)		(51.6)
Income (loss) from operations	$	(296.1)	$	2.0	$	15.6	$	105.7	$	(172.8)
Non-operating income (expense), net
Digital	$	—	$	—	$	3.6	$	—	$	3.6
Magazine	1.0		1.0		0.9		0.9		3.8
Unallocated corporate	(0.5)		(0.4)		0.7		(1.0)		(1.2)
Non-operating income (expense), net	$	0.5	$	0.6	$	5.2	$	(0.1)	$	6.2
Special items included in operating profit (loss)
Digital
Integration and restructuring costs	$	—	$	—	$	0.2	$	—	$	0.2
Severance and related benefit costs	—		—		0.9		0.1		1.0
Write-down of impaired assets	160.6		—		—		—		160.6
Other	—		—		(0.2)		(0.1)		(0.3)
Total digital	160.6		—		0.9		—		161.5
Magazine
Integration and restructuring costs	0.3		1.8		—		—		2.1
Severance and related benefit costs	1.1		2.3		3.8		0.4		7.6
Write-down of impaired assets	182.3		—		—		—		182.3
Other	—		(2.5)		(0.9)		(0.1)		(3.5)
Total magazine	183.7		1.6		2.9		0.3		188.5

3

	(Continued)
Year ended December 31,	2020
	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		Total
(In millions)
Unallocated corporate
Integration and restructuring costs	4.2		5.0		3.4		3.9		16.5
Severance and related benefit costs	0.8		0.1		0.6		—		1.5
Other	—		—		(0.7)		—		(0.7)
Total unallocated corporate	5.0		5.1		3.3		3.9		17.3
Total special items included in operating profit (loss)	$	349.3	$	6.7	$	7.1	$	4.2	$	367.3
Special items included in non-operating income (expense), net
Digital - gain on sale of business	$	—	$	—	$	(3.6)	$	—	$	(3.6)
Unallocated corporate - pension settlement charge	0.6		0.4		—		1.8		2.8
Total special items included in non-operating income (expense), net	$	0.6	$	0.4	$	(3.6)	$	1.8	$	(0.8)
Depreciation and amortization
Digital	$	17.3	$	17.3	$	19.2	$	20.3	$	74.1
Magazine	26.2		23.0		21.9		21.5		92.6
Unallocated corporate	1.1		0.4		0.3		0.4		2.2
Total depreciation and amortization	$	44.6	$	40.7	$	41.4	$	42.2	$	168.9
Adjusted EBITDA
Digital	$	26.7	$	20.8	$	40.7	$	100.1	$	188.3
Magazine	73.4		38.1		37.5		62.0		211.0
Unallocated corporate	(1.2)		(8.5)		(12.5)		(8.3)		(30.5)
Total adjusted EBITDA	$	98.9	$	50.4	$	65.7	$	153.8	$	368.8

4

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Cover Page	Nov. 18, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 18, 2021
Entity Registrant Name	MEREDITH CORPORATION
Entity Incorporation, State or Country Code	IA
Entity File Number	001-05128
Entity Tax Identification Number	42-0410230
Entity Address, Address Line One	1716 Locust Street,
Entity Address, City or Town	Des Moines,
Entity Address, State or Province	IA
Entity Address, Postal Zip Code	50309-3023
City Area Code	(515)
Local Phone Number	284-3000
Written Communications	false
Soliciting Material	true
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $1
Trading Symbol	MDP
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000065011
Amendment Flag	false