DES MOINES, Iowa, Jan. 12, 2018 /PRNewswire/ -- Meredith
Corporation (NYSE: MDP; www.meredith.com) announced that early
termination of the waiting period has been granted under the
Hart-Scott-Rodino Antitrust Improvement Act of 1976 applicable to
its acquisition of Time Inc. (NYSE: TIME; www.timeinc.com). As a
result, Meredith plans to complete the transaction – first
announced on November 26, 2017 –
within the next 30 days, subject to satisfaction of the other terms
and conditions of the tender offer.
Meredith also announced today that it intends to offer, subject
to market and other customary conditions, up to $1.4 billion in aggregate principal of new senior
unsecured 8-year notes (the "Notes"). Meredith intends to use
the net proceeds of the proposed offering to fund a portion of its
proposed acquisition of Time Inc.; to repay existing Meredith and
Time Inc. indebtedness and credit facilities; and pay other fees
and expenses related to Meredith's acquisition of Time Inc. and the
related refinancing.
The Notes will be offered in the
United States to qualified institutional buyers that are
qualified purchasers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the "Securities Act"), and outside
the United States to non-U.S.
persons pursuant to Regulation S under the Securities Act. The
Notes will not be registered under the Securities Act or any state
securities laws and, unless so registered, may not be offered or
sold in the United States except
pursuant to an applicable exemption from the registration
requirements of the Securities Act and applicable state securities
laws. This press release does not constitute an offer to sell any
security and shall not constitute an offer, solicitation or sale in
any jurisdiction in which such offer or sale would be unlawful.
On January 4, 2018, Meredith
launched the marketing of its proposed $2.15
billion secured credit facilities to fund the balance of its
proposed acquisition of Time Inc. These credit facilities are
contemplated to be comprised of a $1.8
billion 7-year Term Loan B facility and a $350 million 5-year revolving credit
facility.
Additional Information and Where to Find It
This press release is for informational purposes only, and it
does not constitute an offer to purchase or a solicitation of an
offer to sell any securities. The offer to purchase shares of
Time's common stock is being made pursuant to a Tender Offer
Statement on Schedule TO, as amended, originally filed by Meredith
Corporation with the SEC on December 12,
2017. Time filed a Solicitation/Recommendation Statement on
Schedule 14D-9 with the SEC with respect to the tender offer on
December 12, 2017. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE TENDER OFFER MATERIALS,
INCLUDING THE TENDER OFFER STATEMENT AND THE
SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY
MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF SHARES OF TIME INC.
COMMON STOCK SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING
TENDERING THEIR SHARES. Investors and security holders may obtain a
free copy of these statements and other documents filed with the
SEC at the website maintained by the SEC at www.sec.gov or by
directing such requests to the Information Agent for the offer,
which is named in the tender offer statement.
Forward-Looking Statements
This press release contains forward-looking statements. You can
generally identify forward-looking statements by the use of
forward-looking terminology such as "anticipate," "believe,"
"continue," "could," "estimate," "expect," "explore," "evaluate,"
"intend," "may," "might," "plan," "potential," "predict,"
"project," "seek," "should," or "will," or the negative thereof or
other variations thereon or comparable terminology. These
forward-looking statements are only predictions and involve known
and unknown risks and uncertainties, many of which are beyond
Meredith's and Time's control.
Statements in this document regarding Meredith and Time that are
forward-looking, including, without limitation, statements related
to the expiration of the offer and the timing of the completion of
the transaction, are based on information available to management
as of the date of this release, assumptions and projections, and
are subject to significant uncertainties and other factors, many of
which are beyond the control of Meredith and Time. 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 transaction; the risk that a condition to closing of the
proposed transaction may not be satisfied and the transaction may
not close; any failure to obtain equity or debt financing; the
ability to achieve the synergies and value creation contemplated by
the proposed transaction; management's ability to promptly and
effectively integrate the businesses of the two companies; and the
diversion of management time on transaction-related issues.
For more discussion of important risk factors that may
materially affect Meredith and Time, please see the risk factors
contained in Meredith's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2017, and
Time's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2017, both of which are
on file with the SEC. Except as specifically noted, information on,
or accessible from, any website to which this website contains a
hyperlink is not incorporated by reference into this website and
does not constitute a part of this website.
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 or Time.
Neither Meredith nor Time 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.
About Meredith Corporation
Meredith Corporation (NYSE: MDP; www.meredith.com)
has been committed to service journalism for 115 years. Today,
Meredith uses multiple distribution platforms - including broadcast
television, print, digital, mobile and video - to provide consumers
with content they desire and to deliver the messages of its
advertising and marketing partners.
Meredith's Local Media Group includes 17 television stations
reaching more than 11 percent of U.S. households. Meredith's
portfolio is concentrated in large, fast-growing markets, with
seven stations in the nation's Top 25 - including Atlanta, Phoenix, St.
Louis and Portland - and 13
in Top 50 markets. Meredith's stations produce 700 hours of local
news and entertainment content each week, and operate leading local
digital destinations.
Meredith's National Media Group reaches 110 million unduplicated
women every month, including more than 70 percent of U.S.
Millennial women. Meredith is the leader in creating and
distributing content across platforms in key consumer interest
areas such as food, home, parenting and lifestyle through
well-known brands such as Better Homes & Gardens, Allrecipes,
Parents and Shape. Meredith also features robust brand licensing
activities, including more than 3,000 SKUs of branded products at
5,000 Walmart stores across the U.S. and at walmart.com. Meredith
Xcelerated Marketing is an award-winning, strategic and creative
agency that provides fully integrated marketing solutions for many
of the world's top brands.
Meredith's balanced portfolio consistently generates substantial
free cash flow, and the Company is committed to growing Total
Shareholder Return through dividend payments, share repurchases and
strategic business investments. Meredith's current annualized
dividend of $2.08 per share yields
3.4 percent. Meredith has paid a dividend for 70 straight years and
increased it for 24 consecutive years.
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SOURCE Meredith Corporation
