MDP Meredith Corp

SUMMARY

This summary highlights selected information from this proxy statement and may not contain all of the information that is important to you. To fully understand the Merger (as defined below) contemplated by the Agreement and Plan of Merger, dated as of May 3, 2021, as amended June 2, 2021 and October 6, 2021, by and among Gray Television, Inc. (“Gray” or “Parent”), Gray Hawkeye Stations, Inc., a wholly-owned subsidiary of Gray (“Merger Sub”), and Meredith Corporation (“Meredith” or the “Company” or “we,” “us” or “our”) (as amended, and as it may be further amended, modified or supplemented from time to time, the “Merger Agreement” and the merger contemplated thereby, the “Merger”), and for a more complete description of the legal terms of the Merger Agreement, you should read carefully this entire proxy statement and the documents to which we refer. See “Other Matters—Where You Can Find More Information” (page 139) to obtain additional information on Meredith. We have included page references in parentheses to direct you to a more complete description of the topics presented in this summary. The Merger Agreement is attached as Annex A to this proxy statement. We encourage you to read the Merger Agreement as it is the legal document that governs the Merger.

Meredith Corporation (page 43). Meredith is an Iowa corporation that operates two business segments: national media group (comprising its Digital and Magazine reporting segments) (“NMG”) and local media group (“LMG”). Our NMG segment includes leading national consumer media brands delivered via multiple media platforms, including print magazines, digital and mobile media, brand licensing activities, database-related activities, affinity marketing, and business-to-business marketing products and services. Most of our brands are also available as digital editions on one or more of the major digital newsstands and on major tablet devices. The NMG segment’s extensive digital presence consists of 50 websites and applications (apps). The NMG segment also includes brand licensing activities, affinity marketing, third-party marketing, an extensive consumer database, and other related operations. Our LMG segment consists of 17 television stations located across the U.S. concentrated in fast-growing markets with related digital and mobile media assets. The television stations include seven CBS affiliates, five FOX affiliates, two MyNetworkTV affiliates, one NBC affiliate, one ABC affiliate, and two independent stations. LMG’s digital presence includes 12 websites and 12 apps focused on news, sports, and weather-related information. In addition, the LMG segment sells geographically and demographically targeted advertising programs to third parties.

Gray Television, Inc. and Gray Hawkeye Stations, Inc. (page 43). Gray is a television broadcast company headquartered in Atlanta, Georgia, and is the largest owner of top-rated local television stations and digital assets in the United States. Upon completion of the Merger transaction with Meredith, Gray will become the nation’s second largest television broadcaster, with television stations serving 113 markets that reach approximately 36 percent of US television households. The pro forma portfolio includes 79 markets with the top-rated television station and 101 markets with the first and/or second highest rated television station according to Comscore’s audience measurement data. Gray also owns video program production, marketing, and digital businesses including Raycom Sports, Tupelo Honey, and RTM Studios, the producer of PowerNation programs and content and is the majority owner of Swirl Films. Merger Sub is a newly formed Delaware corporation and a wholly-owned subsidiary of Gray that has been formed specifically for the purpose of participating in the Merger transaction with Meredith.

Meredith Holdings Corporation (page 43). Meredith Holdings Corporation, a wholly owned subsidiary of Meredith (referred to as “NMG SpinCo”), is an Iowa corporation that was formed on April 29, 2021 and whose shares will be distributed by Meredith on a one-for-one basis to Meredith shareholders, maintaining the existing dual-class voting structure pursuant to the terms and conditions of the Separation and Distribution Agreement (as defined below). Following the separation transfers, which are described further beginning on page 50, NMG SpinCo will be comprised of the subsidiaries, assets, liabilities and employees of the corporate and NMG business segments, as well as Meredith’s MNI and People TV businesses. Upon completion of the Spin-Off and Merger transactions, if the Dotdash Merger is not consummated on the same day as the Merger, NMG SpinCo

would be owned immediately after the Spin-Off by the Meredith shareholders as of the Distribution Record Date; retain the “Meredith” name; be organized into two reporting segments (Digital and Magazine); remain headquartered in Des Moines, Iowa; be led by Meredith’s existing senior executive team with Tom Harty as Chairman and Chief Executive Officer; and would continue trading on the New York Stock Exchange (“NYSE”) under the ticker symbol “MDP”.

The Separation, Distribution, Spin-Off and Merger (page 50)

A copy of the Merger Agreement and copies of (i) the Separation and Distribution Agreement, by and among Meredith, Gray and NMG SpinCo, dated as of May 3, 2021, as amended May 18, 2021 and June 2, 2021 (which second amendment superseded the first in all material respects) (as the same may be further amended from time to time, the “Separation and Distribution Agreement”), (ii) the Employee Matters Agreement, by and among Meredith, Gray and NMG SpinCo, dated as of May 3, 2021 (as the same may be amended from time to time, the “Employee Matters Agreement”), (iii) the Tax Matters Agreement, by and among Meredith, Gray and NMG SpinCo, dated as of May 3, 2021 (as the same may be amended from time to time, the “Tax Matters Agreement”), (iv) the Transition Services Agreement, by and among Meredith, Gray and NMG SpinCo, dated as of May 3, 2021, as amended September 30, 2021 (as the same may be amended from time to time, the “Transition Services Agreement”, and together with the Separation and Distribution Agreement, the Employee Matters Agreement and the Tax Matters Agreement, the “Spin-Off Agreements”) are attached as Annexes D to G to this proxy statement. The Merger Agreement, the Separation and Distribution Agreement, the Employee Matters Agreement and the Merger Agreement were further amended by the Amendment and Consent, by and among Meredith, NMG SpinCo, Gray, Merger Sub, and Dotdash, dated as of October 6, 2021 (the “Consent Agreement”), which is attached as Annex H to this proxy statement. Subject to the terms and conditions of the Consent Agreement, the Consent Agreement affirms Gray’s consent to Meredith’s and NMG SpinCo’s execution, delivery and performance of the Dotdash Merger Agreement for all purposes under the Merger Agreement and the Spin-Off Agreements. Among other things, the Consent Agreement provides that the Dotdash Merger cannot occur prior to the completion of the Merger (or, if earlier, the termination of the Merger Agreement). The Consent Agreement also provides for certain adjustments to the Target Net Debt Amount (as defined in the Separation and Distribution Agreement and described below), which have the effect of increasing the amount of the SpinCo Cash Payment. The final amount of the SpinCo Cash Payment does not affect or reduce the $16.99 cash payment per share to be received in the Gray Merger.

Meredith encourages you to read the entire agreements carefully because they are the principal documents governing the transactions, including the Separation, Distribution, Spin-Off (as described below) and Merger. For more information on the transaction agreements, see “Proposal 1” below, beginning on page 50.

Transaction Steps

Step 1. Separation.

Pursuant to the terms of the Separation and Distribution Agreement, at a time on or prior to the date of the Distribution (as defined below), Meredith will cause (1) certain subsidiaries, assets and employees of Meredith or its subsidiaries relating to the NMG business segment, the MNI and People TV businesses and the corporate functions of Meredith to be transferred to, and certain liabilities relating thereto to be assumed by, NMG SpinCo and (2) certain subsidiaries, assets and employees of Meredith or its subsidiaries relating to the LMG business segment to be retained by or transferred to, and certain liabilities relating thereto to be retained by or assumed by, Meredith (collectively, the “Separation”). Following the Separation, NMG SpinCo and its subsidiaries will own all of the NMG business segment and corporate functions, while Meredith (excluding NMG SpinCo and its subsidiaries) will own all of the LMG business segment (excluding the MNI and People TV businesses).

Step 2. SpinCo Cash Payment and Repayment of Meredith Debt.

Pursuant to the terms of the Separation and Distribution Agreement, prior to the Distribution, NMG SpinCo or one of its subsidiaries will make a cash payment (referred to as the “SpinCo Cash Payment”) to Meredith such that the net debt of Meredith (exclusive of any NMG SpinCo debt and after giving effect to the SpinCo Cash Payment) would be equal to $1.975 billion (subject to certain adjustments, the amount of net debt agreed by Meredith and Gray to be allocated to Meredith in connection with the Separation and Spin-Off (as described below)). The proceeds of the SpinCo Cash Payment, together with cash on hand of Meredith and borrowings by Gray, will be used to satisfy all of Meredith’s outstanding long-term debt as of the date of the closing of the Merger. The SpinCo Cash Payment is expected to be funded through the following sources: available cash on hand (which will be taken into account in determining the amount of the SpinCo Cash Payment) and through borrowings under a new senior credit facility from the SpinCo Debt Financing (as defined below) or, if the Dotdash Merger (as defined below) is completed on the same day as the closing of the Spin-Off and Merger, through funds advanced by Dotdash, in connection with the Dotdash Merger.

Step 3. Distribution and Spin-Off.

Pursuant to the terms of the Separation and Distribution Agreement, following the Separation and immediately prior to the Merger, Meredith will consummate a spin off of NMG SpinCo by distributing (the “Distribution”) (i) the shares of Common Stock, par value $1.00 per share, of NMG SpinCo (“NMG SpinCo Common Stock”) to Meredith shareholders holding Meredith Common Stock, and (ii) the shares of Class B Common Stock, par value $1.00 per share, of NMG SpinCo (“NMG SpinCo Class B Stock”) to Meredith shareholders holding Meredith Class B Stock, in each case on a one-for-one basis such that NMG SpinCo will maintain Meredith’s existing dual-class voting structure (collectively, the “Spin-Off”). Prior to completion of the Merger, Meredith will set the Distribution Record Date and a date for the Distribution to occur (the “Distribution Date”). Meredith expects such Distribution Date to be the same date as the date that the Merger is completed, but the record date for the Distribution (the “Distribution Record Date”) will be an earlier date.

After the Distribution, if the Dotdash Merger is not consummated on the same day: the NMG SpinCo Common Stock will be entitled to one vote per share with respect to matters on which the NMG SpinCo shareholders are entitled to vote; the NMG SpinCo Class B Stock will be entitled to ten votes per share on such matters; NMG SpinCo will be a standalone, publicly traded company owned 100% by pre-merger Meredith shareholders; and NMG SpinCo is expected to retain the “Meredith” name and “MDP” ticker symbol.

Step 4. Merger.

The Merger (page 50). Under the Merger Agreement, immediately after the consummation of the Spin-Off, Merger Sub will merge with and into Meredith, and Meredith will be the surviving corporation in the Merger. Upon the consummation of the Merger (the “Closing”), Gray will own all outstanding shares of capital stock of Meredith. Our shareholders will receive cash in the Merger in exchange for their shares of Meredith Common Stock and Meredith Class B Stock. This cash will be in addition to the shares of NMG SpinCo that our shareholders will receive pursuant to the Distribution.

Merger Consideration (page 104). If the Merger is completed, you will receive $16.99 in cash, without interest and subject to all applicable tax withholding (the “Merger Consideration”), in exchange for each share of Meredith Common Stock and Meredith Class B Stock that you own unless, in the case of Meredith Class B Stock, you have properly demanded (and not withdrawn or lost) your appraisal rights under Iowa law. Additionally, immediately prior to and as a condition to the Merger, you will receive one share of NMG SpinCo Common Stock for each share of Meredith Common Stock, and one share of NMG SpinCo Class B Stock for each share of Meredith Class B Stock, that you hold as of the Distribution Record Date. After the Merger is completed, you will have the right to receive the Merger Consideration, but you will no longer have any ongoing ownership interest in the continuing LMG business of Meredith.

Dotdash Merger (page 51). On October 6, 2021, Meredith announced that the Company and NMG SpinCo have entered into an Agreement and Plan of Merger, dated as of October 6, 2021, by and among About, Inc., a Delaware corporation (“Dotdash”), Meredith, NMG SpinCo and, solely for the limited purposes set forth therein, IAC/InterActiveCorp, a Delaware corporation (“IAC”) (the “Dotdash Merger Agreement”) to sell NMG SpinCo (which will consist of NMG, the MNI and People TV businesses, and corporate operations at the time of the acquisition) to Dotdash, a wholly-owned subsidiary of IAC, which we refer to as the “Dotdash Merger”. Completion of the Dotdash Merger is not a condition to consummation of the Spin-Off and Merger, and for so long as the Merger Agreement is in effect, the Dotdash Merger will not, pursuant to the Consent Agreement, occur until after the Closing of the Merger. We currently expect the Dotdash Merger to be consummated on the same day as and following the consummation of the Spin-Off and the Merger, if the closing conditions for the Dotdash Merger have been satisfied or waived. If the Dotdash Merger is not completed on the same day as the Spin-Off and the Merger, NMG SpinCo will continue as a stand-alone, publicly traded company until consummation of the Dotdash Merger pursuant to the Dotdash Merger Agreement, unless the Dotdash Merger is terminated earlier. If the Merger is not completed, Meredith will continue as a publicly-traded company operating the LMG business and, until the Dotdash Merger is completed, NMG, and in the event the Merger Agreement is terminated, Meredith and Dotdash have agreed to negotiate certain amendments to the Dotdash Merger Agreement and the Spin-Off Agreements, subject to the terms of the Dotdash Merger Agreement.

Pursuant to the IBCA, Meredith shareholders are not required to vote on the Dotdash Merger and are not being asked to vote on the Dotdash Merger. The Dotdash Merger pursuant to the Dotdash Merger Agreement was unanimously approved by our Board, by the board of NMG SpinCo and by the Company, as the sole shareholder of NMG SpinCo (the constituent corporation in the merger). As this is the only shareholder vote required for the Dotdash Merger, no additional approvals of Meredith or NMG SpinCo shareholders are required for the consummation of the Dotdash Merger.

If the Dotdash Merger is completed, each holder of NMG SpinCo Stock will be entitled to receive $42.18 in cash, subject to downward adjustment as provided in the Dotdash Merger Agreement, for each share of NMG SpinCo Stock. The cash payment received by NMG SpinCo shareholders will be in addition to the cash Merger Consideration that Meredith shareholders will receive if the Merger is completed.

For more information regarding the Dotdash Merger, the Dotdash Merger Agreement and the consideration that shareholders will receive in respect of the shares of NMG SpinCo that will have previously been received by Meredith shareholders in the Spin-Off, see the Company’s Form 8-K filed with the Securities and Exchange Commission on October 7, 2021.

Treatment of Equity Awards (page 86).

Merger

Upon the completion of the Merger, each outstanding stock option (whether or not then vested or exercisable), RSU and Share Based Award granted under Meredith’s equity plans will be canceled and converted into the right to receive from Gray an amount of cash equal to $16.99 per share (or in the case of stock options, the excess, if any, of $16.99 over the exercise price of such option, as adjusted in connection with the Spin-Off as described below), without interest and subject to all applicable tax withholding. See also “The Merger—Treatment of Equity Awards” beginning on page 86.

Spin-Off

Options. Prior to completion of the Merger, in connection with the Spin-Off, each outstanding stock option granted under Meredith’s equity plans will be converted into two options: (1) an adjusted Company stock option that will be canceled and converted into the right to receive a cash payment in the Merger as described above, and (2) a stock option for NMG SpinCo shares. The number of shares subject to the adjusted Company

stock option and the NMG SpinCo stock option will be equal to the number of shares subject to the related Company stock option prior to the Spin-Off, but the exercise prices will be adjusted to reflect the relative values of LMG and NMG. The NMG SpinCo stock options will generally be subject to the same terms and conditions as set forth in the related Company stock option award before the Distribution, except that unvested NMG SpinCo stock options held by employees of LMG will be canceled and converted into the right to receive a cash payment from NMG SpinCo equal to the excess, if any, of the “when-issued” trading price of NMG SpinCo Common Stock on the last trading day immediately prior to the Distribution Date (or, if a “when-issued” trading price is not available, the cash amount payable in respect of each share of NMG SpinCo Common Stock under the Dotdash Merger Agreement) less the adjusted exercise price for such option. See also “The Employee Matters Agreement—Treatment of Equity Awards” beginning on page 130.

RSUs and Share-Based Awards. Prior to completion of the Merger, in connection with the Spin-Off, holders of outstanding restricted stock units (“RSUs”) and other share-based awards (each a “Share-Based Award”) granted under Meredith’s equity plans will receive RSUs and Share-Based Awards in NMG SpinCo with respect to an equal number of shares subject to the related Company award prior to the Spin-Off. The NMG SpinCo RSUs and Share-Based Awards will generally be subject to the same terms and conditions as set forth in the related Company award before the Distribution, except that unvested NMG SpinCo RSUs held by employees of LMG will be canceled and converted into the right to receive a cash payment from NMG SpinCo equal to the “when-issued” trading price of NMG SpinCo Common Stock on the last trading day immediately prior to the Distribution Date (or, if a “when-issued” trading price is not available, the cash amount payable in respect of each share of NMG SpinCo Common Stock under the Dotdash Merger Agreement). See also “The Employee Matters Agreement—Treatment of Equity Awards” beginning on page 130.

Market for Meredith Common Stock; Dividend Data (page 138). Shares of Meredith Common Stock are listed on the NYSE under the ticker symbol “MDP.” On April 30, 2021, the last full trading day prior to the public announcement of the proposed Merger, shares of Meredith Common Stock closed at $31.10 per share. On                     , 2021, the last full trading day prior to the date of this proxy statement, shares of Meredith Common Stock closed at $             per share. Our stock price can fluctuate broadly even over short periods of time. It is impossible to predict the actual price of our stock immediately prior to the completion of the Merger. Upon completion of the Merger, each holder of Meredith Common Stock or Meredith Class B Stock will receive (i) $16.99 in cash, without interest and subject to all applicable tax withholding, in respect of each share held and (ii) as a result of the Distribution, one share of NMG SpinCo Common Stock for each share of Meredith Common Stock and one share of NMG SpinCo Class B Stock for each share of Meredith Class B Stock, as further described herein. We historically declared and paid regular dividends on our capital stock but paused such dividends in 2020 as one of several actions taken to strengthen Meredith’s liquidity and enhance Meredith’s financial flexibility in response to the COVID-19 pandemic. If the Merger is completed, you will no longer be eligible to receive dividends from Meredith. If the Dotdash Merger is not completed on the same day as the closing of the Spin-Off and Merger transactions, you will be eligible to receive dividends from NMG SpinCo, to the extent NMG SpinCo declares such dividends and you continue to hold NMG SpinCo Stock pending completion of the Dotdash Merger; however, pursuant to the Dotdash Merger Agreement, NMG SpinCo is prohibited from issuing dividends without consent of Dotdash for so long as the Dotdash Merger Agreement remains in effect. Please see “Market for Meredith Common Stock; Dividend Data” beginning on page 138 for further detail.

Reasons for the Transaction and Reasons for the Recommendation of Our Board (page 51). In the course of reaching its decision to approve the Merger and the Merger Agreement, our Board of Directors (the “Board”) considered possible alternative transactions involving us, as well as the Merger described in this proxy statement, and considered a number of factors in its deliberations. Please see “The Merger—Reasons for the Transaction and Reasons for the Recommendation of Our Board” beginning on page 51 for a description of the factors considered.

Opinion of Meredith’s Financial Advisor (page 77). Our Board retained Moelis & Company LLC (“Moelis”) as its financial advisor in connection with the potential sale of Meredith’s LMG business segment. At the May 3, 2021 meeting of the Board, Moelis rendered its oral opinion to the Board, confirmed by the delivery of a written opinion dated May 3, 2021, as to the fairness, from a financial point of view and as of the date of such opinion and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken, of the consideration of $14.51 per share in cash (as contemplated by the Merger Agreement, dated as of May 3, 2021 (for purposes of this section, the “Original Agreement”), and before its amendment, dated as of June 2, 2021) to be received in the Merger by the holders of Meredith Common Stock and Meredith Class B Stock (other than E.T. Meredith, IV and D. Mell Meredith Frazier, who are party to the Support Agreement, Parent, Merger Sub, any other subsidiary of Parent, the Company and any wholly-owned subsidiary of the Company (collectively, the “Excluded Holders”)).

The full text of Moelis’ written opinion dated May 3, 2021, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B to this proxy statement and is incorporated herein by reference. Moelis’ opinion was provided for the use and benefit of the Board (solely in its capacity as such) in its evaluation of the Merger. Moelis’ opinion is limited solely to the fairness, from a financial point of view, of the consideration to be received by the holders of the Meredith Common Stock and Meredith Class B Stock (other than the Excluded Holders) pursuant to the Original Agreement and does not address the Company’s underlying business decision to effect the Merger or the relative merits of the Merger as compared to any alternative business strategies or transactions that might be available to the Company. Moelis’ opinion does not constitute a recommendation as to how any holder of securities should vote or act with respect to the Merger or any other matter.

For additional information, see the section entitled “The Merger—Opinion of Meredith’s Financial Advisor” beginning on page 77 and attached as Annex B to this proxy statement.

Vote Required and Recommendation of the Board of Directors (page 85). Our Board has unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interest of Meredith and its shareholders, (b) approved the execution, delivery and performance by Meredith of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger and (c) resolved to recommend that the shareholders of Meredith approve the adoption of the Merger Agreement and thereby approve the Merger. Our Board unanimously recommends that you vote “FOR” the proposal to adopt the Merger Agreement and thereby approve the Merger, “FOR” the proposal to approve, on an advisory basis, the compensation that Meredith’s named executive officers may receive in connection with the Merger, and “FOR” the proposal to adjourn the Special Meeting if necessary to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting to adopt the Merger Agreement.

Interests of Our Directors and Executive Officers in the Merger (page 85). In considering the unanimous recommendation of our Board to vote in favor of the adoption of the Merger Agreement, you should be aware that the consummation of the Merger will result in certain benefits to our directors and executive officers that are not available to our shareholders generally. Meredith’s Board was aware of these interests during its deliberations on the merits of the Merger and in deciding to recommend that Meredith shareholders vote for the adoption of the Merger Agreement at the Special Meeting. These benefits include:

Please see “The Merger—Interests of Our Directors and Executive Officers in the Merger” beginning on page 85 for a more detailed description of the interests of Meredith’s directors and executive officers.

Voting and Support Agreement (page 91).

In connection with entry into the Merger Agreement, Gray entered into a Voting and Support Agreement (the “Support Agreement”) with certain Company shareholders, who collectively control     % of the issued and outstanding Meredith Common Stock and approximately     % of the issued and outstanding Meredith Class B Stock (representing approximately     % of the voting power when voting together as a single class) as of the Record Date (as defined below). Pursuant to the Support Agreement, such shareholders agreed to vote their Meredith Common Stock and Meredith Class B Stock in favor of the Merger Proposal (as defined below) and to take certain other actions in furtherance of the transactions contemplated by the Merger Agreement.

Please see “The Merger—Voting and Support Agreement” beginning on page 91 for additional information regarding the Support Agreement.

Appraisal Rights (page 92). Pursuant to the Iowa Business Corporation Act (the “IBCA”), the holder of each share of Meredith Class B Stock is entitled to rights of appraisal under Section 490.1302 of the IBCA, in connection with the Merger with respect to their Meredith Class B Stock. This right of appraisal is subject to a number of restrictions and technical requirements, as further described herein. Holders of Meredith Common Stock are not entitled to appraisal rights under the IBCA in connection with the transaction with respect to those shares.

Due to the complexity of the appraisal process, shareholders who wish to seek appraisal of their Meredith Class B Stock are encouraged to seek the advice of legal counsel and financial advisors with respect to the exercise of appraisal rights. Shareholders considering seeking appraisal should be aware that the fair value of their Meredith Class B Stock as determined pursuant to the IBCA could be greater than, the same as or less than the value of the Merger Consideration.

Please see “The Merger—Appraisal Rights” beginning on page 92 for additional information regarding appraisal rights for holders of Meredith Class B Stock and Annex C for a copy of the IBCA provisions governing such appraisal rights.

Certain Material U.S. Federal Income Tax Consequences of the Distribution the Merger and the Dotdash Merger (page 95).

In general, the receipt of shares of NMG SpinCo Common Stock and NMG SpinCo Class B Stock (collectively, “NMG SpinCo Stock”) by you in the Distribution, the receipt of cash by you in exchange for your shares of Meredith Common Stock and Meredith Class B Stock pursuant to the Merger, and, if the Dotdash Merger is completed, the receipt of cash by you in exchange for your shares of NMG SpinCo Stock will be taxable transactions for U.S. federal income tax purposes. The receipt by you of shares of NMG SpinCo Stock in the Distribution will generally be a taxable dividend in an amount equal to the fair market value of the NMG SpinCo Stock received to the extent of your ratable share of Meredith’s current and accumulated earnings and profits, with the excess treated first as a non-taxable return of capital to the extent of your tax basis in shares of Meredith Common Stock or Meredith Class B Stock, as applicable, and then as capital gain. Generally, in the Merger you will recognize taxable gain or loss equal to the difference, if any, between the total amount of cash you receive in the Merger for your shares of Meredith Common Stock and Meredith Class B Stock and your adjusted tax basis in such shares. If the Dotdash Merger is completed, you will recognize taxable gain or loss equal to the difference, if any, between the total amount of cash you receive in the Dotdash Merger for your shares of NMG SpinCo Stock and your adjusted tax basis in such shares, which gain or loss may be equal to zero.

You should read “The Merger—Certain Material U.S. Federal Income Tax Consequences of the Distribution and the Merger and the Dotdash Merger” beginning on page 95 for a more complete summary of certain material

U.S. federal income tax consequences of the Merger. Tax matters can be complicated and the tax consequences of the Distribution and the Merger to you will depend on the facts of your own situation. You should consult your own tax advisor to understand fully the tax consequences of the Distribution, the Merger and the Dotdash Merger to you.

Regulatory Approvals Required for the Merger (page 99). The Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), prohibits us from completing the Merger until we have furnished certain information and materials to the Antitrust Division of the Department of Justice (the “Antitrust Division”) and the U.S. Federal Trade Commission (the “FTC”) and any required waiting period under the HSR Act (and any extension thereof) has expired or been terminated. Both Meredith and Gray made filings under the HSR Act on May 14, 2021. On June 14, 2021, Meredith and Gray each received a Request for Additional Information (a “Second Request”) from the Antitrust Division, which defines the “Relevant Area” as the Flint-Saginaw-Bay City, Michigan Designated Market Area (“DMA”) and the “Relevant Product” as “the sale of spot advertising time on broadcast television stations.” The issuance of a Second Request extends the waiting period until thirty calendar days after Meredith and Gray comply with the Second Request or until the Antitrust Division terminates the waiting period. On July 14, 2021, Gray announced an agreement to divest its WJRT-TV station in the Flint-Saginaw-Bay City, Michigan DMA to Allen Media Broadcasting, LLC (“Allen Media”). On September 21, 2021, the Antitrust Division advised that it had no objections to Allen Media Group as the buyer of WJRT-TV. On September 23, 2021, Gray consummated the sale of WJRT-TV to Allen Media. As a result, Gray and Meredith no longer operate stations in the same DMA. The Antitrust Division informed Meredith on September 28, 2021 that it has closed its investigation of the Merger, and on October 8, 2021, the waiting period under the HSR Act was terminated.

In addition, consent from the Federal Communications Commission (the “FCC”) to transfer control of Meredith and the broadcast licensee subsidiaries of Meredith is required prior to completing the Merger. Meredith and Gray filed applications for FCC consent on May 14, 2021, and the FCC issued a public notice accepting the applications and establishing a comment cycle on May 26, 2021. One viewer filed comments that are not specific to the proposed transaction, and Gray and Meredith jointly filed a response to the comment. Also, a company that sells outdoor television antennas filed an Informal Objection; Request for Condition (the “Objection”) proposing that the FCC impose a condition on its approval of the transaction requiring Gray to accept reasonable advertisement requests from vendors of over-the-air antennas. Meredith and Gray responded to the Objection and asked the FCC to process the transaction without delay. To facilitate regulatory approvals for the Merger, Gray agreed to divest WJRT-TV in the Flint-Saginaw DMA, the only market in which both Gray and Meredith operate stations. On July 14, 2021, Gray announced an agreement to divest WJRT-TV pursuant to an agreement with Allen Media Broadcasting, LLC (“Allen Media”). On July 23, 2021, Gray filed an application seeking consent to assign the license for WJRT-TV to Allen Media. On July 27, 2021, the FCC issued a public notice accepting the application and establishing August 26, 2021 as the deadline for filing petitions to deny. The FCC granted the WJRT-TV assignment application on September 10, 2021, and Gray and Allen Media consummated the WJRT-TV transaction on September 23, 2021.

Please see “The Merger—Regulatory Approvals Required for the Merger” beginning on page 99 and “Merger Agreement—Efforts to Close the Merger” beginning on page 117 for more information about the required regulatory approvals.

The Special Meeting (page 45).

Time, Date and Place. The Special Meeting will be held (a) to consider and vote upon the proposal to adopt the Merger Agreement and thereby approve the Merger, (b) to consider and vote, on an advisory basis, on the compensation that Meredith’s named executive officers may receive in connection with the Merger and (c) to vote to adjourn the Special Meeting if necessary to permit further solicitation of proxies if there are not sufficient

votes at the time of the Special Meeting to adopt the Merger Agreement and thereby approve the Merger. The Special Meeting will be held at 10:00 a.m., Central Daylight Time, on                     , 2021. The Special Meeting will be held in virtual format only. You will be able to attend the Special Meeting online, during which you can vote your shares, by visiting www.proxydocs.com/MDP. Registration online at www.proxydocs.com/MDP is required for attendance. Shareholders will not be able to attend the meeting in person.

Record Date and Voting Power. You are entitled to vote at the Special Meeting if you owned shares of Meredith Common Stock or Meredith Class B Stock at the close of business on                     , 2021, the record date for the Special Meeting (the “Record Date”). You will have one vote at the Special Meeting for each share of Meredith Common Stock and ten votes for each share of Meredith Class B Stock you owned at the close of business on the Record Date. There are              shares of Meredith Common Stock and              shares of Meredith Class B Stock entitled to be voted at the Special Meeting. The Record Date, which determines your eligibility to vote on the proposals set forth herein, is distinct from the Distribution Record Date, which determines your eligibility to receive NMG SpinCo Common Stock or NMG SpinCo Class B Stock, as applicable, in connection with the Spin-Off, as further described herein.

Procedure for Voting. To vote, you can (a) complete, sign, date and return the enclosed proxy card, (b) appoint a proxy over the Internet or by telephone or (c) virtually attend the Special Meeting and vote by visiting www.proxydocs.com/MDP. Registration online at www.proxydocs.com/MDP is required for attendance. If your shares are held in “street name” by your broker, bank or other nominee, you should instruct your broker to vote your shares by following the instructions provided by your broker. Your broker will not vote your shares without instruction from you. Failure to instruct your broker to vote your shares will mean that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting, but, should quorum be met and the vote take place, your shares will not be counted as votes cast on the proposals and therefore will have no effect on the results of the vote.

Required Vote.

Abstentions and broker non-votes will not be counted as votes cast for such purposes and therefore will have no effect on the results of the vote on these proposals (though such abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present). Broker non-votes are shares held in “street name” by the beneficial owner of the shares and for which no instruction has been given to the broker on how to vote the shares, and the broker then does not vote the shares because the broker does not have the discretionary authority to do so.

The Merger Agreement (page 103).

No Solicitation of Competing Transactions by Meredith. Pursuant to the Merger Agreement, while the Merger is pending, the Company may not, and must cause its subsidiaries not to, and may not authorize or permit, and must use its reasonable best efforts to cause its officers, directors, employees and representatives not to, directly or indirectly: (a) solicit, initiate or knowingly encourage or knowingly facilitate any inquiry, proposal or offer which constitutes, or would reasonably be expected to lead to, a Company Acquisition Proposal (as defined below); (b) except to the extent involving Gray or its representatives, participate or continue in any discussions or negotiations regarding, or furnish to any person any nonpublic information relating to the Company and its subsidiaries or afford access to its business, properties, assets, books or records to any person, in connection with any inquiry, proposal or offer which constitutes, or would reasonably be expected to lead to, any Company Acquisition Proposal (as defined below); (c) approve, endorse or recommend, or make any public statement approving, endorsing or recommending, a Company Acquisition Proposal (as defined below) or, subject to certain conditions, effect a Company Adverse Recommendation Change (as defined below); (d) enter into any letter of intent, merger agreement or other similar agreement providing for a Company Acquisition Proposal (as defined below) (other than an Acceptable Confidentiality Agreement (as defined below)); (e) submit any Company Acquisition Proposal (as defined below) to a vote of the shareholders of the Company; or (f) authorize, commit, resolve or agree to do any of the foregoing. Please see “The Merger Agreement—No Solicitation by the Company” beginning on page 112 for a more complete summary.

Conditions to the Merger. The obligations of Gray, Merger Sub and the Company to consummate the Merger are subject to the satisfaction or waiver of specified conditions set forth in the Merger Agreement and described in this proxy statement, including, among others, the following:

In addition, the obligations of Gray and Merger Sub to consummate the Merger are subject to the satisfaction or waiver of certain other specified conditions set forth in the Merger Agreement and described in this proxy statement, including, among others, the following (each of which may be waived by Gray and Merger Sub):

In addition, the obligations of the Company to consummate the Merger are subject to the satisfaction or waiver of certain other specified conditions set forth in the Merger Agreement and described in this proxy statement, including, among others, the following:

Please see “The Merger Agreement—Conditions to Closing the Merger” beginning on page 120 for a more complete summary of the conditions to the Merger.

Termination of the Merger Agreement. The Merger Agreement may be terminated under specified circumstances set forth in the Merger Agreement, including, among others, the following:

Please see “The Merger Agreement—Termination of the Merger Agreement” beginning on page 122 for complete summary of the termination provisions.

Expenses. The Merger Agreement provides that, except in specified circumstances (including the FCC applications and filings under the HSR Act, as described above), whether or not the Merger is consummated, all fees and expenses incurred in connection with the Merger Agreement and the Merger will be borne by the party incurring such fees and expenses.

Termination Fees. The Merger Agreement requires us to pay Gray a termination fee of: (a) $73 million if the Merger Agreement is terminated following a failure of the closing of the Merger to occur due to our failure to consummate the SpinCo Debt Financing or to fund the SpinCo Cash Payment, and (b) $113 million if the Merger Agreement is terminated under certain other circumstances described in the Merger Agreement relating to a Company Adverse Recommendation Change or the Company entering into an Alternative Company Acquisition Agreement. In addition, Gray will be entitled to expense reimbursement in an amount up to $10 million in the event the Merger Agreement is terminated following the Company failing to obtain the Company Shareholder Approval. The Merger Agreement requires Gray to pay us a termination fee of $125 million if the Merger Agreement is terminated under certain circumstances described in the Merger Agreement relating to a failure of the closing of the Merger to occur due to a failure of Gray’s financing to be funded or any other breach of the Merger Agreement by Gray. Please see “The Merger Agreement—Termination Fees” beginning on page 124 for a more complete summary regarding termination fees.

Separation and Distribution Agreement (page 126)

The Separation and Distribution Agreement sets forth the terms and conditions on which the Distribution and Spin-Off will be consummated and the allocation of assets and liabilities between NMG SpinCo and post-Closing Meredith (excluding NMG SpinCo and its subsidiaries, “LMG RemainCo”).

Pursuant to the Separation and Distribution Agreement, at a time on or prior to the Distribution Date, Meredith will complete the Separation by causing (1) certain subsidiaries, assets and employees of Meredith or its subsidiaries relating to the NMG business segment, the MNI and People TV businesses and the corporate functions of Meredith to be transferred to, and certain liabilities relating thereto to be assumed by, NMG SpinCo and (2) certain subsidiaries, assets and employees of Meredith or its subsidiaries relating to the LMG business segment to be retained by or transferred to, and certain liabilities relating thereto to be retained by or assumed by, Meredith, in each case subject to certain exceptions. Following the Separation, NMG SpinCo and its subsidiaries will own all of the NMG business segment and corporate functions, while LMG RemainCo will own all of the LMG business segment (excluding the MNI and People TV businesses).

Pursuant to the terms of the Separation and Distribution Agreement, prior to the Distribution, NMG SpinCo or one of its subsidiaries will make the SpinCo Cash Payment to Meredith such that the net debt of Meredith (exclusive of the NMG SpinCo debt and after giving effect to the SpinCo Cash Payment) would be equal to $1.975 billion (subject to certain adjustments, the amount of net debt agreed by Meredith and Gray to be allocated to Meredith in connection with the Separation and Spin-Off). The proceeds of the SpinCo Cash Payment, together with cash on hand of Meredith and borrowings by Gray, will be used to satisfy all of Meredith’s outstanding long-term debt as of the date of the closing of the Merger. The SpinCo Cash Payment is expected to be funded through the following sources: available cash on hand (which will be taken into account in

determining the amount of the SpinCo Cash Payment) and through borrowings under a new senior credit facility from the SpinCo Debt Financing or, if the Dotdash Merger is completed on the same day as the closing of the Spin-Off and Merger, through funds advanced by Dotdash, in connection with the Dotdash Merger.

Pursuant to the terms of the Separation and Distribution Agreement, following the Separation and immediately prior to the Merger, Meredith will consummate the Spin-Off by making the Distribution of (i) the shares of NMG SpinCo Common Stock to Meredith shareholders holding Meredith Common Stock, and (ii) the shares of NMG SpinCo Class B Stock to Meredith shareholders holding Meredith Class B Stock, in each case on a one-for-one basis such that NMG SpinCo will maintain Meredith’s existing dual-class voting structure. Prior to completion of the Merger, Meredith will set the Distribution Record Date and the Distribution Date. Meredith expects such Distribution Date to be the same date as the date that the Merger is completed, but the Distribution Record Date will be an earlier date.

After the Distribution, if the Dotdash Merger is not consummated on the same day: the NMG SpinCo Common Stock will be entitled to one vote per share with respect to matters on which the NMG SpinCo shareholders are entitled to vote; the NMG SpinCo Class B Stock will be entitled to ten votes per share on such matters; NMG SpinCo will be a standalone, publicly traded company owned 100% by pre-merger Meredith shareholders; and NMG SpinCo is expected to retain the “Meredith” name and “MDP” ticker symbol.

Completion of the Distribution and Spin-Off is subject to the satisfaction or waiver of the conditions to the consummation of the Merger (other than those conditions that by their nature are satisfied at the closing). Completion of the Distribution and Spin-Off is also subject to the consummation of the SpinCo Debt Financing (except that, pursuant to the Consent Agreement, this condition can be satisfied without full funding of the SpinCo Debt Financing to the extent the Dotdash Merger closes on the same day as the Spin-Off and the Merger and the SpinCo Cash Payment is fully paid through funds advanced by Dotdash, subject to the terms of the Separation and Distribution Agreement), payment of the SpinCo Cash Payment, effectiveness of a Registration Statement on Form 10 regarding NMG SpinCo Stock, receipt by the Company and NMG SpinCo of a solvency opinion, the acceptance of NMG SpinCo Common Stock for listing on the NYSE, the absence of an injunction or law preventing the consummation of the transactions (including the Distribution and the Merger) and other customary closing conditions.

For a more detailed summary of the Separation and Distribution Agreement, see “Separation and Distribution Agreement” beginning on page 126.

Employee Matters Agreement (page 130)

The Employee Matters Agreement governs the rights and obligations of Meredith, Gray and NMG SpinCo with respect to Meredith employees and employee benefit plans in connection with the Spin-Off. The Employee Matters Agreement generally provides that (1) Meredith’s NMG, MNI, People TV and corporate employees and associated liabilities will be assumed by NMG SpinCo and (2) Meredith’s other LMG employees and associated liabilities will be retained by LMG RemainCo, subject to the specific terms and conditions of the Employee Matters Agreement. The Employee Matters Agreement generally provides that NMG SpinCo will assume sponsorship of certain Meredith benefit plans and assume certain liabilities after the Distribution for certain LMG employees.

Additionally, the Employee Matters Agreement governs the treatment in connection with the Spin-Off of Meredith stock options, RSUs and Share-Based Awards granted under Meredith’s equity plans. See “Treatment of Equity Awards” above and see also “The Employee Matters Agreement—Treatment of Equity Awards” beginning on page 130.

Tax Matters Agreement (page 131)

The Tax Matters Agreement governs the respective rights, responsibilities and obligations of Meredith, Gray and NMG SpinCo with respect to taxes, tax attributes, tax returns, tax contests and certain other tax matters in connection with the Spin-Off. Pursuant to the Tax Matters Agreement, (1) NMG SpinCo will be generally liable for all pre-closing taxes of Meredith and NMG SpinCo and the post-closing taxes of NMG SpinCo, and (2) Gray will be liable for all post-closing taxes of LMG RemainCo, subject to the specific terms and conditions of the Tax Matters Agreement. For a more detailed description of the Tax Matters Agreement, see “Tax Matters Agreement” beginning on page 131.

Transition Services Agreement (page 131)

The Transition Services Agreement governs NMG SpinCo’s provision of certain services to LMG RemainCo for a period of time after the Closing, including services relating to information technology infrastructure, human resources matters, finance and contract support, in exchange for payment by LMG RemainCo to NMG SpinCo of certain agreed-upon amounts. For a more detailed description of the Transition Services Agreement, see “Transition Services Agreement” beginning on page 131.

Financing of the Transactions (page 100)

NMG SpinCo

Meredith anticipates that the total amount of funds necessary for NMG SpinCo to make the SpinCo Cash Payment to Meredith and to pay transaction fees and expenses will be approximately $             million, which amount is subject to adjustment as further described in this proxy statement. This amount is expected to be funded through the following sources: available cash on hand (which will be taken into account in determining the amount of the SpinCo Cash Payment) and through borrowings under a new senior credit facility from the SpinCo Debt Financing or, if the Dotdash Merger is completed on the same day as the closing of the Spin-Off and Merger, through funds advanced by Dotdash, in connection with the Dotdash Merger.

To provide the debt financing required by Meredith to fund the SpinCo Cash Payment, Meredith entered into a commitment letter (the “Existing SpinCo Commitment Letter”), dated June 25, 2021 (amending and restating its financing commitment letter dated May 3, 2021, as amended and restated May 24, 2021), with Royal Bank of Canada, Barclays Bank PLC, Credit Suisse AG, and the other lenders party thereto (the “Initial Lenders”). In connection with entering into the Dotdash Merger Agreement, and to facilitate the SpinCo Cash Payment obligations of Meredith (should the Dotdash Merger not be completed on the same day as the closing of the Spin-Off and Merger), Meredith (i) terminated the Existing SpinCo Commitment Letter and (ii) entered into a replacement commitment letter (the “SpinCo Commitment Letter”) with Royal Bank and Barclays (collectively, the “Commitment Parties”) on October 6, 2021, pursuant to which Meredith has received commitments from the Commitment Parties to provide to NMG SpinCo $725 million of secured term loans pursuant to a term loan facility (the “Term Loan Facility”) and $150 million of secured revolving commitments (the “Revolving Facility” and collectively, the “Facilities”). The borrower under the Facilities will be a designated subsidiary of NMG SpinCo and the obligations of the borrower will be guaranteed by NMG SpinCo and the subsidiaries of the borrower (subject to customary exceptions to be agreed). The amount of initial borrowings under the Facilities will be determined prior to the closing date of the Merger based on the total amount of funds necessary for NMG SpinCo to make the SpinCo Cash Payment to Meredith (which, in turn, will depend on the actual amount of Meredith’s net debt on the closing date of the Merger) and to pay transaction fees and expenses.

The obligation of Meredith and Gray to consummate the Merger is subject to completion of the Distribution and Spin-Off. The obligation of Meredith to consummate the Distribution and Spin-Off is subject to the consummation and funding of the Facilities in accordance with the SpinCo Commitment Letter (the “SpinCo Debt Financing”) and payment of the SpinCo Cash Payment to Meredith in accordance with the Separation and Distribution Agreement.

Funding of the Facilities is subject to customary conditions, including the negotiation of definitive documentation for the Facilities, that no material adverse effect on the financial condition, business or operations of NMG SpinCo has occurred and other customary closing conditions consistent with the Merger Agreement and the Separation and Distribution Agreement.

Gray

Gray anticipates that the total amount of funds necessary to finance the transactions and to pay transaction fees and expenses will be approximately $             billion. This amount is expected to be funded through one or more of the following sources: available cash on hand, the issuance and sale by Gray of notes in a public offering or in a Rule 144A private placement, and borrowings under the Gray term loan facility and bridge facility as described below.

To provide the debt financing required by Gray to consummate the Merger, Gray has entered into a financing commitment letter (the “Gray Commitment Letter”), dated June 2, 2021 (amending and restating its financing commitment letter, dated May 3, 2021) with Wells Fargo Bank, National Association and the other lenders party 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 satisfaction of certain existing indebtedness of Meredith, with an incremental term loan facility in an aggregate principal amount of $1.45 billion and a bridge facility in an aggregate principal amount of $1.475 billion less the principal amount of any notes issued prior to the date of completion of the Merger. The funding under the Gray Commitment Letter is subject to customary conditions for commitments of this type. While the obligation of Gray to consummate the Merger is not subject to any financing condition, the Gray Commitment Letter includes a customary marketing period, and, without Gray’s and Meredith’s agreement, the closing of the Merger will not occur earlier than (i) December 1, 2021 or (ii) the completion of the marketing period (unless the marketing period is scheduled to be completed after December 30, 2021, in which event the closing of the Merger will occur on December 30, 2021).

Please see “The Merger—Financing of the Transactions” on page 100 for a more fulsome description of the SpinCo Commitment Letter and the Gray Commitment Letter.

Expected Timing (page 34)

The Merger is currently expected to be completed in the fourth quarter of calendar year 2021. Pursuant to the Merger Agreement, the Merger cannot occur earlier than (i) December 1, 2021 or (ii) the completion of the marketing period under the Gray Commitment Letter (unless such marketing period is scheduled to be completed after December 30, 2021, in which event the Closing will occur on December 30, 2021), in each case unless otherwise agreed by Meredith, Gray and Merger Sub. However, neither Meredith nor Gray can predict the actual date on which the Merger will be completed, nor can Meredith or Gray be certain that the Merger will be completed, because completion is subject to conditions beyond the control of Meredith and Gray.

Risk Factors (page 37)

Before voting at the Special Meeting, you should carefully consider all of the information contained in or incorporated by reference into this proxy statement. Please see “Risk Factors Related to Proposal 1” beginning on page 37 for a more complete discussion of the risks of the Merger.

Unaudited Pro Forma Condensed Consolidated Financial Statements

The following pro forma condensed financial statements reflect adjustments to Meredith’s historical financial information to depict the sale of LMG to a subsidiary of Gray. As described elsewhere herein, this sale will be effected by (1) the Spin-Off, in which Meredith shareholders will receive interests in NMG SpinCo,

which will hold NMG and the corporate functions of Meredith, followed immediately by (2) the Merger of Meredith, holding the assets of LMG, with a subsidiary of Gray (the “Transactions”).

The Transactions will be accounted for as a reverse spin-off, for reasons including that the legacy shareholders will continue to hold NMG SpinCo Capital Stock and not Meredith Common Stock or Meredith Class B Stock and that senior management will continue to manage NMG SpinCo and not Meredith. The resulting accounting treatment is as though LMG is spun off and acquired by Gray, to leave behind NMG SpinCo, comprising NMG and the corporate functions, which is the reverse of the legal form of the Transactions.

The pro forma condensed financial statements include the following pro forma adjustments to the historical financial information of Meredith:

The pro forma condensed statements of earnings (loss) for the years ended June 30, 2020 and 2019 present LMG on a discontinued operations basis because that presentation is not yet required in the historical financial statements for those periods.

The pro forma adjustments are based on factually supportable and available information and certain assumptions that management believes are reasonable. In the opinion of management, all necessary adjustments have been made in preparing the pro forma condensed financial statements. However, such adjustments are estimates and actual experience may differ from expectations. The pro forma condensed financial statements presented do not purport to represent what the results of operations or financial position of NMG SpinCo would actually have been had the Transactions and related transactions occurred on the dates noted above, or to project the results of operations or financial position of NMG SpinCo for any future periods. The pro forma condensed balance sheet does not give effect to, for example, cash generated by or used in operations, or collection of long-term receivables, after June 30, 2021.

The pro forma condensed financial statements have been derived from the historical audited consolidated financial statements of Meredith included in its Annual Report on Form 10-K for the year ended June 30, 2021.

The pro forma condensed financial statements should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the historical financial statements and related notes thereto of Meredith Corporation included in its Annual Report on Form 10-K for the year ended June 30, 2021.

See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

The extent to which the revolving credit facility is funded at closing will be dependent on the amount of the required cash payment described in note (1) above and available cash on hand as of that date, which will be impacted by factors including cash flows generated from or used in operations and collections of long-term receivables prior to closing. On a pro forma basis, giving consideration to historical cash on hand as of June 30, 2021, no funding of the revolving credit facility is required.

Pro forma adjustments to interest expense are calculated as follows:

As a consequence of the interest rate floor of the $725 million term loan and the absence of outstanding principal on the $200 million revolving credit facility, a 1/8% increase or decrease in LIBOR would have no impact on interest expense.

As a result of the legal form of the Transactions, it is anticipated that the gain on disposal will not result in incremental corporate income tax expense. Accordingly, the pro forma gain on sale has not been reduced by an income tax charge.

The number of shares expected to be entitled to merger consideration and the total cash distribution to shareholders are set forth below: