| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 6, 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 an Amendment and Consent (the “Consent Amendment”) to the Agreement and Plan of Merger (the “RemainCo Merger Agreement”), dated as of May 3, 2021, as amended by Amendment No. 1 on June 2, 2021 (“Amendment No. 1”), by and among Gray, Meredith and Merger Sub. Pursuant to the RemainCo Merger Agreement, Gray, Meredith, and Merger Sub previously agreed to effect the acquisition of Meredith by Gray, immediately after and subject to the consummation of the spin-off (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 “RemainCo Merger”), with Meredith surviving the RemainCo Merger as the surviving corporation and a wholly owned subsidiary of Gray.
The Consent Amendment, among other things, confirms Gray’s consent (the “Consent”) to Meredith’s and SpinCo’s execution, delivery and performance of the Agreement and Plan of Merger (the “SpinCo Merger Agreement”), dated October 6, 2021, by and among, Meredith, SpinCo, About, Inc., a Delaware corporation (“Dotdash”), and, solely for the limited purposes set forth therein, IAC/InterActiveCorp, a Delaware corporation, pursuant to which SpinCo will be acquired by Dotdash. Pursuant to the SpinCo Merger Agreement, Dotdash agreed to acquire SpinCo following the completion of Gray’s acquisition of Meredith’s local media group through the RemainCo Merger. The Consent is subject to the terms and conditions set forth in the Consent Amendment.
In addition, the Consent Amendment includes certain amendments to the RemainCo Merger Agreement and other agreements related to the Spin-Off (the “Spin-Off Agreements), provides certain indemnification and guarantees to Gray as a result of the transactions contemplated by the SpinCo Merger Agreement and provides for certain adjustments to the Target Net Debt Amount (as defined in the Spin-Off Agreements), which have the effect of increasing the amount of the SpinCo Cash Payment (as defined in the RemainCo Merger Agreement) that Meredith will receive from SpinCo immediately prior to the RemainCo Merger.
All other material terms of the RemainCo 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, as amended by Amendment No. 1, which was previously filed Exhibit 2.1 to the Company’s Current Report on Form 8-K on June 3, 2021, remain substantially the same in all material respects.
The foregoing description of the Consent Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Consent Amendment, a copy of which is attached hereto as Exhibit 2.1 and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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| 2.1 | | Amendment and Consent, dated as of October 6, 2021, to Agreement and Plan of Merger, dated as of May 3, 2021, as amended on June 2, 2021, by and among Gray Television, Inc., Gray Hawkeye Stations, Inc., and Meredith Corporation* |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Certain schedules to the Consent Amendment have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished to the Securities and Exchange Commission upon request. |
