| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 2, 2021, Gray Television, Inc., a Georgia corporation (“Gray”), Meredith Corporation, an Iowa corporation (“Meredith”) and Gray Hawkeye Stations, Inc., a Delaware corporation and wholly owned subsidiary of Gray (“Merger Sub”), entered into Amendment No. 1 (the “Merger Agreement Amendment”) to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 3, 2021, by and among Gray, Meredith and Merger Sub. Pursuant to the Merger Agreement, Gray, Meredith, and Merger Sub agreed to effect the acquisition of Meredith by Gray, immediately after and subject to the consummation of the spin-off of Meredith’s national media group and corporate segments to a new company (“SpinCo”), through the merger of Merger Sub with and into Meredith (the “Merger”), with Meredith surviving the Merger as the surviving corporation and a wholly owned subsidiary of Gray.
The Merger Agreement Amendment, among other things, increases the merger consideration to be paid to Meredith shareholders by Gray such that each share of Common Stock, par value $1.00 per share, and Class B Common Stock, par value $1.00 per share (“Class B Stock”), of Meredith, other than shares (x) to be canceled in accordance with Section 2.6(a) of the Merger Agreement and (y) subject to the provisions of Section 2.8 of the Merger Agreement regarding dissenting shares of Class B Stock, shall be converted into the right to receive $16.99 in cash.
In addition, the Merger Agreement Amendment, among other things, (a) increases the termination fee payable in connection with the termination of the Merger Agreement under specified circumstances, including termination of the Merger Agreement (i) by Gray if a Triggering Company Event (as defined in the Merger Agreement) has occurred or (ii) by Meredith in connection with its entry into a definitive agreement for an acquisition proposal that constitutes a Superior Company Proposal (as defined in the Merger Agreement), from $36 million to $113 million and (b) provides that, in connection with the termination of the Merger Agreement by Gray or Meredith as a result of the Company and SpinCo’s failure to consummate certain financing arrangement, a termination fee would be payable by Meredith in the amount of $73 million (in lieu of expense reimbursement).
All other material terms of the Merger Agreement, which was previously filed by the Company as Exhibit 2.1 to the Company’s Current Report on Form 8-K/A on May 5, 2021, remain substantially the same.
The foregoing description of the Merger Agreement Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement Amendment, a copy of which is attached hereto as Exhibit 2.1 and is incorporated by reference herein.
Amended and Restated Debt Commitment
In connection with the Merger Agreement Amendment, on June 2, 2021, Gray entered into an amended and restated debt commitment (the “A&R Debt Commitment”) to its previously disclosed financing commitment letter with Wells Fargo Bank, National Association (“Wells”) and the other lender parties thereto, pursuant to which the lenders have committed to provide the debt financing for a portion of the purchase price to be paid to complete the Merger and the refinancing of certain existing indebtedness of Meredith. The A&R Debt Commitment, among other things, increases the total amount of financing available under the bridge facility to an aggregate principal amount of $1.475 billion, in addition to the $1.450 million incremental term loan and the $425 million revolver.
| Item 7.01. | Regulation FD Disclosure. |
On June 3, 2021, Gray issued a press release announcing the entry into the Merger Agreement Amendment. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated by reference herein.
The information set forth under this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as may be expressly set forth by specific reference in such filing.
