S-4/A 1 monta20160105_s4a.htm FORM S-4/A monta20151117_s4.htm

 

As filed with the Securities and Exchange Commission on January 7, 2016 

Registration No. 333-208216



SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549


AMENDMENT NO. 1

TO 

FORM S-4
REGISTRATION STATEMENT
 

UNDER THE SECURITIES ACT OF 1933


 

MONTAGE NEW HOLDCO, INC.

(Exact name of registrant as specified in its charter)

 

Virginia

1-6383

61-1770422

(State of Incorporation)

(Primary Standard Industrial
Classification Code Number)

(I.R.S. Employer Identification No.)

 


333 E. Franklin Street

Richmond, Virginia 23219

(804) 887-5000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Andrew C. Carington

333 E. Franklin Street

Richmond, Virginia 23219

(804) 887-5000

 

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

With copies to:

Philip Richter
Fried, Frank, Harris,

Shriver &
Jacobson LLP
One New York Plaza
New York, New York

10004
(212) 859-8000

Thomas J. Murphy

Eric Orsic
McDermott Will & Emery LLP
227 West Monroe Street

Chicago, Illinois 60606

(312) 372-2000

Barbara Borden

J. Kevin Mills

Cooley LLP

1299 Pennsylvania

Ave. NW

Washington, DC

20004

(202) 842-7800

John S. Zieser

Meredith Corporation

1716 Locust Street

Des Moines, Iowa

50309

(515) 284-3000

       

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective and all other conditions to the transaction contemplated by the Agreement and Plan of Merger, dated as of September 7, 2015, described in the enclosed Joint Proxy Statement/Prospectus have been satisfied or waived.

 

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

 
 

 

 

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒

Accelerated filer ☐

Non-accelerated filer ☐ (Do not check if a smaller reporting company)

Smaller reporting company ☐

 

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

 

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)     ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)     ☐

 

 
 

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 
 

 

 

PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS

 

DATED JANUARY 7, 2016, SUBJECT TO COMPLETION

 

The information contained herein is not complete and may be changed. The registrant may not sell the securities described herein until the registration statement filed with the Securities and Exchange Commission is declared effective. This joint proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. 

 

                                                    

 

To the shareholders of Media General, Inc. and Meredith Corporation:

 

On September 7, 2015, Media General, Inc., which we refer to as “Media General,” and Meredith Corporation, which we refer to as “Meredith,” entered into a merger agreement providing for a business combination of Media General and Meredith. We are excited about the prospects for the combined company, which will be the third-largest local television station owner in the U.S. The combined company will own and operate or provide services to 88 television stations across 54 markets, reaching approximately 30% of U.S. TV households.

 

Under the terms of the merger agreement, Media General has formed a new holding company, which after closing of the transaction will be the publicly traded parent company of Media General and Meredith. The new holding company will be named “Meredith Media General Corporation.” In the transaction, Media General shareholders will receive one share of the new holding company for each share of Media General that they own at the time of the closing of the transaction. Meredith shareholders will receive for each Meredith share that they own at the time of the closing of the transaction $34.57 in cash and 1.5214 shares of the new holding company. The aggregate cash amount that will be paid to the Meredith shareholders is approximately $1.6 billion. It is anticipated that, upon the closing of the transaction, Media General’s shareholders will own approximately 65%, and Meredith’s shareholders will own approximately 35%, of the fully diluted shares of the new holding company. After completion of the transaction, the voting common stock of the new holding company is expected to trade on the New York Stock Exchange under the symbol “[●].”

  

Each of Media General and Meredith will hold a special meeting of its shareholders to consider and vote on matters necessary to complete the transaction contemplated by the merger agreement. Information about the special meetings, the proposals to be voted on at each company’s special meeting, the transaction and other related matters is contained in the accompanying joint proxy statement/prospectus, which we urge you to read carefully and in its entirety, including the Annexes thereto, and the documents incorporated by reference therein, and the exhibits to the registration statement to which the accompanying joint proxy statement/prospectus relates. In addition, Media General and Meredith have entered into voting agreements with Media General shareholders holding approximately 14.5% of the outstanding shares of common stock of Media General as of the record date and Meredith shareholders controlling approximately 63% of the outstanding shares of Class B common stock and less than 1% of the outstanding shares of common stock of Meredith as of the record date. In each case, these shareholders have agreed to vote in favor of the proposals to be voted on at their respective company’s special meeting.

  

In particular, you should consider the matters discussed under “Risk Factors” beginning on page [●] of the accompanying joint proxy statement/prospectus.

  

Your vote is very important. To ensure your representation at your company’s special meeting, please complete and return the enclosed proxy card or submit your proxy by telephone or through the Internet.

 

The board of directors of Media General has approved the merger agreement and the transaction contemplated thereby and recommends that the Media General shareholders vote “FOR” the approval of each of the proposals to be voted on by the Media General shareholders at the Media General special meeting, as described in the accompanying joint proxy statement/prospectus.

 

 

 
 

 

 

The board of directors of Meredith has approved the merger agreement and the transaction contemplated thereby, and unanimously recommends that the Meredith shareholders vote “FOR” the approval of each of the proposals to be voted on by the Meredith shareholders at the Meredith special meeting, as described in the accompanying joint proxy statement/prospectus.

 

 

 

Sincerely,

Sincerely,

 

Vincent L. Sadusky

President and Chief Executive Officer

Media General, Inc.

 

Stephen M. Lacy

President and Chief Executive Officer

Meredith Corporation 

  

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the mergers or the securities issuable in connection with the transaction, or passed upon the adequacy or accuracy of the accompanying joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

  

The accompanying joint proxy statement/prospectus is dated [●] and is first being mailed or otherwise delivered to shareholders of Media General and shareholders of Meredith on or about [●].

 

 
 

 

 

 
          
Media General, Inc.

333 E. Franklin St.

Richmond, Virginia 23219

 

(804) 887-5000

 

NOTICE OF SPECIAL MEETING OF MEDIA GENERAL’S SHAREHOLDERS

To be held on [●]

 

 

To the Holders of Voting Common Stock of Media General, Inc.: 

 

NOTICE IS HEREBY GIVEN that a special meeting of the shareholders of Media General will be held on [●] at [●], local time, at [●], Richmond, Virginia, for the following purposes: 

 

1.     to consider and vote on a proposal to approve the issuance of shares of the new holding company formed in connection with the combination of Media General and Meredith;

 

2.     to consider and vote on a proposal to amend and restate the Articles of Incorporation of Media General, which is being amended and restated to revise certain corporate governance arrangements and, as a result of the transaction described in this joint proxy statement/prospectus, will be identical to the Articles of Incorporation of Meredith Media General (other than the name of the corporation). See “Media General Proposals – MG Amendment Proposal” beginning on page [●] of the accompanying joint proxy statement/prospectus for a description of the proposed amendments and the governance of the new holding company; and

  

3.     to consider and vote on a proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the proposals to approve the issuance of shares of the new holding company and to amend and restate the Articles of Incorporation of Media General.

 

The approval by the holders of voting common stock of Media General of the proposals to approve the issuance of shares of the new holding company and to amend and restate the Articles of Incorporation of Media General is required in order to complete the combination of Media General and Meredith under the terms of the merger agreement. The proposals are described in more detail in the accompanying joint proxy statement/prospectus, which you should read carefully in its entirety before you submit a proxy or otherwise vote your shares.

 

The Media General board of directors has established [●] as the record date for the special meeting. If you were a holder of shares of voting common stock at the close of business on the record date of [●], you are entitled to attend and vote at the special meeting. If you are present at the special meeting, you may vote in person even though you have previously returned a proxy card or submitted a proxy or voting instructions in another manner. For further information about attending and voting at the special meeting, please see “The Media General Special Meeting” beginning on page [●] of the accompanying joint proxy statement/prospectus.

 

Whether or not you expect to attend the special meeting in person, we value your vote. Most shareholders have a choice of submitting a proxy over the Internet, by telephone or by using a traditional proxy card. Please refer to your proxy card or the information forwarded by your broker, bank or other nominee to see which options are available to you. However you choose to submit a proxy, please do so at your earliest convenience.

 

 
 

 

 

The shareholders of Media General will not have appraisal rights under the Virginia Stock Corporation Act with respect to any of the matters relating to the proposals referred to above.

 

The board of directors of Media General has approved the merger agreement and the transaction contemplated thereby and recommends that you vote “FOR” the approval of each of the proposals described above.

  

Thank you for being a Media General shareholder. I look forward to seeing you at the special meeting.

 

 

 

By the Order of the Board of Directors,

 

 

 

Andrew C. Carington

Secretary

Richmond, Virginia

[●]

 

 
 

 

 

 

 

 

 

 

 

 

 

 

 

Meredith Corporation
1716 Locust St.
Des Moines, Iowa 50309

 

(515) 284-3000

 

NOTICE OF SPECIAL MEETING OF MEREDITH’S SHAREHOLDERS
To be held on []

 

To the Holders of Common Stock and Class B Common Stock of Meredith Corporation:

 

NOTICE IS HEREBY GIVEN that a special meeting of the shareholders of Meredith will be held on [●]at [●] a.m., local time, at Meredith’s principal executive offices, 1716 Locust Street, Des Moines, Iowa, for the following purposes:

  

1.     to consider and vote on a proposal to approve and adopt the Agreement and Plan of Merger, dated as of September 7, 2015, as it may be amended from time to time, which we refer to as the “merger agreement,” by and among Media General, Inc., Montage New Holdco, Inc., Montage Merger Sub 1, Inc., Montage Merger Sub 2, Inc. and Meredith, which is attached to the accompanying joint proxy statement/prospectus as Annex A;

 

2.     to consider and vote on a proposal to approve, on a non-binding and advisory basis, the compensation that may be paid or become payable to Meredith’s named executive officers in connection with the transaction contemplated by the merger agreement. See “The Transaction – Interests of Meredith’s Directors and Officers in the Transaction” beginning on page [●] of the accompanying joint proxy statement/prospectus; and

  

3.     to consider and vote on a proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the proposal to approve and adopt the merger agreement.

 

The approval by Meredith’s shareholders of the proposal to approve and adopt the merger agreement is required in order to complete the combination of Media General and Meredith under the terms of the merger agreement. The proposals are described in more detail in the accompanying joint proxy statement/prospectus, which you should read carefully in its entirety before you vote.

 

The Meredith board of directors has established [●] as the record date for the special meeting. If you were a holder shares of common stock or Class B common stock at the close of business on the record date of [●], you are entitled to attend and vote at the special meeting. If you are present at the special meeting, you may vote in person even though you have previously returned a proxy card or submitted a proxy or voting instructions in another manner. For further information about attending and voting at the special meeting, please see “The Meredith Special Meeting” beginning on page [●] of the accompanying joint proxy statement/prospectus.

  

Whether or not you expect to attend the special meeting in person, we value your vote. Most shareholders have a choice of submitting a proxy over the Internet, by telephone or by using a traditional proxy card. Please refer to your proxy card or the information forwarded by your broker, bank or other nominee to see which options are available to you. However you choose to submit a proxy, please do so at your earliest convenience. Upon satisfying certain conditions, the holders of shares of Class B common stock are entitled to rights of appraisal under Iowa law in connection with the transaction contemplated by the merger agreement. However, shareholders of common stock will not have appraisal rights under the Iowa Business Corporation Act. Please see “Appraisal Rights” beginning on page [●] of the accompanying joint proxy statement/prospectus.

 

 

 
 

 

 

The board of directors of Meredith has unanimously approved and adopted the merger agreement and the transaction contemplated thereby and recommends that you vote “FOR” the approval of each of the proposals described above.

  

Thank you for being a Meredith shareholder. I look forward to seeing you at the special meeting.

  

By the Order of the Board of Directors,

 

 

 

 

 

John S. Zieser
Chief Development Officer

 

General Counsel
Des Moines, Iowa
[●]

 

 
 

 

 

REFERENCES TO ADDITIONAL INFORMATION

 

Montage New Holdco, Inc. (which will be renamed Meredith Media General Corporation upon closing of the transaction contemplated by the merger agreement) has filed a registration statement on Form S-4 to which this joint proxy statement/prospectus relates. This joint proxy statement/prospectus does not contain all of the information included in the registration statement or in the exhibits to the registration statement.

  

This joint proxy statement/prospectus also incorporates by reference important business and financial information about each of Media General, Inc., which we refer to as “Media General,” and Meredith Corporation, which we refer to as “Meredith,” from documents previously filed by Media General and Meredith with the Securities and Exchange Commission, which we refer to as the “SEC,” that are not included in or delivered with this joint proxy statement/prospectus. In addition, Media General and Meredith file annual, quarterly and current reports, proxy statements and other business and financial information with the SEC.

 

This joint proxy statement/prospectus and the Annexes hereto, the registration statement to which this joint proxy statement/prospectus relates and the exhibits thereto, the information incorporated by reference herein and the other information filed by Media General and Meredith with the SEC is available for you to review at the SEC’s Public Reference Room located at 100 F Street, N.E., Room 1580, Washington, DC 20549. You can also obtain these documents through the SEC’s website at www.sec.gov or on either Media General’s website at http://www.mediageneral.com in the Investor Relations section or on Meredith’s website at http://www.meredith.com in the Investors section. By referring to Media General’s website, Meredith’s website, and the SEC’s website, Montage New Holdco, Inc., Media General and Meredith do not incorporate any such website or its contents into this joint proxy statement/prospectus.

  

You can also obtain those documents that incorporate by reference important business and financial information about Media General and Meredith in this joint proxy statement/prospectus by requesting them in writing or by telephone at the following addresses and telephone numbers:

 

IF YOU ARE A MEDIA GENERAL SHAREHOLDER:

 

IF YOU ARE A MEREDITH SHAREHOLDER:

     
Media General, Inc.   Meredith Corporation
333 E. Franklin St.   1716 Locust Street
Richmond, Virginia 23219   Des Moines, Iowa 50309
(804) 887-5120   (515) 284-3622
Attn: Courtney Guertin, Director of Marketing   Attn: Mike Lovell, Investor Relations Director
Communications    
     

You may also obtain these documents at no charge by requesting them in writing or by telephone from Media General’s proxy solicitor, MacKenzie Partners, Inc., at the address and telephone number below.

  You may also obtain these documents at no charge by requesting them in writing or by telephone from Meredith’s proxy solicitor, D.F. King & Co., Inc., at the address and telephone numbers below.
     
If you have questions or need assistance voting your shares please contact:   If you have questions or need assistance voting your shares please contact:
     
MacKenzie Partners, Inc.   D.F. King & Co., Inc.
156 5th Ave, New York, NY 10010   48 Wall Street, 22nd Floor, New York, NY 10005
proxy@MacKenziepartners.com   meredith@dfking.com
Call Toll-Free: (800) 322-2885   Brokers and Banks Call: (212) 269-5550
    Shareholders Call: (877) 478-5042

   

If you would like to request documents, please do so no later than [●] to receive them before the special meetings.

 

 
 

 

 

See “Incorporation of Certain Documents by Reference” beginning on page [●] for more information about the documents incorporated by reference in this joint proxy statement/prospectus.

 

In addition, if you have any questions about the transaction, this joint proxy statement/prospectus, voting your shares, would like additional copies of this joint proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, you may contact:

 

IF YOU ARE A MEDIA GENERAL SHAREHOLDER:

IF YOU ARE A MEREDITH SHAREHOLDER:

 

MacKenzie Partners, Inc.

156 5th Ave, New York, NY 10010

proxy@MacKenziepartners.com

Call Toll-Free: (800) 322-2885

 

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor, New York, NY 10005

meredith@dfking.com

Brokers and Banks Call: (212) 269-5550

Shareholders Call: (877) 478-5042

 

 

If you hold your shares in “street name,” through a bank, broker or other nominee, you should contact such bank, broker or other nominee if you need to obtain a voting instruction card or have questions on how to vote your shares.

  

 

 
 

 

  

TABLE OF CONTENTS

 

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETINGS

i
   

SUMMARY

  1

Parties to the Transaction

  1

The Transaction

  2

Media General’s Reasons for the Transaction and Recommendation of Media General’s Board of Directors

  5

Meredith’s Reasons for the Transaction and Recommendation of Meredith’s Board of Directors

  5

Opinion of Media General’s Financial Advisor

  5

Opinion of Meredith’s Financial Advisor

  5

Key Terms of the Merger Agreement

  6

Listing of New Holdco Voting Common Stock

  10

Delisting and Deregulation of Meredith Common Shares

  10

Voting Agreements

  10

Financing of the Transaction

  11

Regulatory Approvals

  11

Material U.S. Federal Income Tax Consequences of the Mergers

  12

Officers and Directors of Meredith Media General after the Transaction

  12

Interests of Media General’s Directors and Officers in the Transaction

  13

Interests of Meredith’s Directors and Officers in the Transaction

  13

Voting by Media General’s Directors and Executive Officers

  13

Voting by Meredith’s Directors and Executive Officers

  13

Appraisal Rights

  14
   

MEDIA GENERAL SELECTED HISTORICAL FINANCIAL DATA

  15
   

MEREDITH SELECTED HISTORICAL FINANCIAL DATA

  17
   

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

  18
   

COMPARATIVE PER SHARE DATA

  22
   

COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

  24
   

RISK FACTORS

  26

Risks Related to the Transaction

  26

Risks Related to Meredith Media General’s Business

  32

Risks Related to Media General and Meredith and Meredith Media General after the completion of the transaction

  46
   

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

  47
   

THE MEDIA GENERAL SPECIAL MEETING

  49

Date, Time and Place of the Special Meeting

  49

Purpose of the Special Meeting

  49

Record Date; Outstanding Shares Entitled to Vote

  49

Quorum

  49

Vote Required

  50

Recommendation of Media General’s Board of Directors

  50

Voting by Media General’s Directors and Executive Officers

  50

How to Vote

  51

Attending the Special Meeting

  51

Voting of Proxies

  51

Voting of Media General Shares Held in Street Name

  52

Revoking Your Proxy

  52

Proxy Solicitations

  52

Other Business

  52

Adjournments

  52

 

 

MEDIA GENERAL PROPOSALS

  53

MG Share Issuance Proposal

  53

MG Amendment Proposal

  53

MG Adjournment Proposal

  54

 

 

THE MEREDITH SPECIAL MEETING

  55

Date, Time and Place of the Special Meeting

  55

Purpose of the Special Meeting

  55

Record Date; Outstanding Shares Entitled to Vote

  55

Quorum

  55

Vote Required

  55

Recommendation of Meredith’s Board of Directors

  56

Voting by Meredith’s Directors and Executive Officers

  56

How to Vote

  57

Attending the Special Meeting

  57

Voting of Proxies

  57

Voting of Meredith Shares Held in Street Name

  58

Revoking Your Proxy

  58

Proxy Solicitation

  58

Other Business

  58

Adjournments

  58

Appraisal Rights

  58

 

 

MEREDITH PROPOSALS

  59

Meredith Merger Proposal

  59

Meredith Compensation Proposal

  59

Equity Awards

  59

Severance Payments and Benefits

  59

Meredith Adjournment Proposal

  63

 

 

PARTIES TO THE TRANSACTION

  54

 

 

THE TRANSACTION

  67

General Description of the Transaction

  67

Media General Merger Consideration

  68

Meredith Merger Consideration

  68

Background of the Transaction

  68

Media General’s Reasons for the Transaction and Recommendation of Media General’s Board of Directors

  84

Opinion of Media General’s Financial Advisor

  87

Meredith’s Reasons for the Transaction and Recommendation of Meredith’s Board of Directors

  95

Opinion of Meredith’s Financial Advisor

  99

Media General Management’s Unaudited Prospective Financial Information

  109

Meredith Management’s Unaudited Prospective Financial Information

  112

Interests of Media General’s Directors and Officers in the Transaction

  115

Interests of Meredith’s Directors and Officers in the Transaction

  117

Accounting Treatment of the Transaction

  119

Listing of New Holdco Voting Common Stock

  119

Delisting and Deregistration of Common Stock

  119

Resale of Meredith Media General Common Stock

  119

Regulatory Approvals

  120

Financing of the Transaction

  121

Description of Certain Indebtedness of Media General and Meredith

  122

Litigation Related to the Transaction

  123
   

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGERS

  125

 

 

THE AGREEMENTS

  128

 

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

  151

 

 

DIRECTORS AND EXECUTIVE OFFICERS OF THE COMBINED COMPANY

  158

 

 

DESCRIPTION OF MEREDITH MEDIA GENERAL’S CAPITAL STOCK

  160

 

 

COMPARISON OF SHAREHOLDER RIGHTS

  165

 

 

LEGAL MATTERS

  172

 

 

EXPERTS

  173

 

 

MEDIA GENERAL ANNUAL MEETING SHAREHOLDER PROPOSALS

  174

 

 

MEREDITH ANNUAL MEETING SHAREHOLDER PROPOSALS

  175

 

 

APPRAISAL RIGHTS

  176

 

 

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

  179

 

 

WHERE YOU CAN FIND MORE INFORMATION

  181

 

 

ANNEXES

 

 Annex A

Agreement and Plan of Merger, dated as of September 7, 2015, by and among Media General, Inc., Montage New Holdco, Inc., Montage Merger Sub 1, Inc., Montage Merger Sub 2, LLC and Meredith Corporation

 Annex B

Proposed amendments to the Articles of Incorporation of Media General, Inc.

 Annex C

Opinion of RBC Capital Markets, LLC

 Annex D

Opinion of Moelis & Company LLC

 Annex E

Plan of Merger merging Montage Merger Sub 1, Inc. with and into Media General, Inc.

 Annex F

Plan of Merger merging Mercury Merger Sub 2, Inc. with and into Meredith Corporation

 Annex G

Iowa Code 2015: Title XII (Business Entities), Chapter 490 (Business Corporations), Division XIII (Appraisal Rights)

 

 

 

 

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETINGS

 

The following are brief answers to common questions that you may have regarding the merger agreement, the transaction, the special meetings and the consideration to be received in the transaction. The questions and answers in this section may not address all questions that might be important to you as a shareholder of either Meredith Corporation, which we refer to as “Meredith,” or Media General, Inc., which we refer to as “Media General.” To better understand these matters, and for a description of the legal terms governing the transaction, we urge you to read carefully and in its entirety this joint proxy statement/prospectus, including the Annexes to, and the documents incorporated by reference in, this joint proxy statement/prospectus and the exhibits to the registration statement to which this joint proxy statement/prospectus relates. See “Incorporation of Certain Documents by Reference” beginning on page [●] and “Where You Can Find More Information” beginning on page [●].

 

Q:

What is the transaction?

 

A:

Media General, certain of Media General’s subsidiaries, and Meredith entered into an Agreement and Plan of Merger, on September 7, 2015 which, as it may be amended from time to time, we refer to as the “merger agreement.” The merger agreement provides for a business combination of Media General and Meredith by means of a two-step merger process. As a result of the transaction contemplated by the merger agreement, Media General’s and Meredith’s businesses will be owned by a new holding company, which we refer to as “Meredith Media General,” the “combined company” or “New Holdco.” We sometimes refer to the mergers and the other transaction contemplated by the merger agreement, taken as a whole, as the “transaction.”
   
 

In the first merger, a subsidiary of Meredith Media General will merge with and into Media General. Media General will be the surviving company in this merger. We refer to this merger as the “Media General Merger.” The Media General Merger is a holding company merger not requiring a vote of the shareholders of Media General, which we refer to as the “Media General shareholders,” under Section 13.1-719.1 of the Virginia Stock Corporation Act, which we refer to as the “VSCA.”

 

In the second merger, immediately following the Media General Merger, a subsidiary of Meredith Media General will merge with and into Meredith. Meredith will be the surviving company in this merger. We refer to this merger as the “Meredith Merger.” We refer to the Media General Merger and the Meredith Merger collectively as the “mergers.”

 

Upon completion of the transaction, New Holdco, which is currently named “Montage New Holdco, Inc.,” will be named “Meredith Media General Corporation.” New Holdco’s voting common stock is expected to be listed for trading on the New York Stock Exchange, which we refer to as the “NYSE,” under the ticker symbol, “[●].” We expect that the former Media General shareholders will hold approximately 65%, and the former shareholders of Meredith, which we refer to as the “Meredith shareholders,” will hold approximately 35%, of the outstanding shares of common stock of New Holdco, calculated on a fully diluted basis, immediately following the closing of the transaction.

 

Following the mergers, Meredith will become a direct, wholly owned subsidiary of LIN Television Corporation, which we refer to as “LIN Television.” LIN Television is a direct, wholly owned subsidiary of Media General.  

 

Q:

Why am I receiving this document?

 

A:

In order to complete the transaction, the shareholders of Meredith must approve and adopt the merger agreement and the shareholders of Media General must approve the issuance of shares of Meredith Media General as contemplated by the merger agreement and certain amendments to Media General’s Articles of Incorporation. Media General and Meredith will hold separate special meetings to obtain these approvals. We are sending you these materials to help you decide how to vote your shares with respect to the matters to be considered at the special meetings. This joint proxy statement/prospectus contains important information about the transaction, including the special meetings of the shareholders of Media General and Meredith. You should read it carefully and in its entirety. The enclosed proxy or voting instruction cards allow you to authorize the voting of your shares without attending your company’s special meeting.
   
  Your vote is important. We encourage you to submit a proxy as soon as possible.

 

 
i

 

 

Q:

What will Media General shareholders receive in the Media General Merger?

 

A:

In the Media General Merger, each share of voting common stock, no par value per share, of Media General, which we refer to as “Media General voting common stock,” will automatically be converted into one share of voting common stock, no par value, of Meredith Media General, which we refer to as “New Holdco voting common stock.” Each share of non-voting common stock, no par value per share, of Media General, which we refer to as “Media General non-voting common stock,” will automatically be converted into one share of non-voting common stock, no par value, of Meredith Media General, which we refer to as “New Holdco non-voting common stock.”  We refer to New Holdco voting common stock and New Holdco non-voting common stock collectively as “New Holdco common stock.” We refer to Media General voting common stock and Media General non-voting common stock collectively as “Media General common stock.”

 

Q:

What will Meredith shareholders receive in the Meredith Merger?

 

A:

In the Meredith Merger, each share of common stock, $1.00 par value per share, of Meredith, which we refer to as “Meredith common stock,” and each share of Class B common stock, $1.00 par value per share, of Meredith, which we refer to as “Meredith Class B stock” and which we refer to collectively with the Meredith common stock as the “Meredith common shares,” will automatically be converted into the right to receive the following:

 

 

$34.57 in cash without interest, which we refer to as the “cash consideration;” and

 

 

1.5214 shares of New Holdco voting common stock, which we refer to as the “stock consideration” and which we refer to collectively with the cash consideration as the “Meredith merger consideration.”

 

Q:

When do you expect the transaction to be completed?

 

A:

The transaction is expected to close in the first half of 2016. However, the closing of the transaction is subject to various conditions, including the approval of the MG share issuance proposal (defined below) and the MG amendment proposal (defined below) by the Media General shareholders, and approval of the Meredith merger proposal (defined below) by the Meredith shareholders, as well as necessary regulatory and other third party consents and approvals. No assurance can be provided as to when or if the transaction will be completed, and it is possible that factors outside the control of Media General and Meredith could result in the transaction being completed at a later time, or not at all. See “The Agreements – Description of the Merger Agreement – Efforts to Consummate the Transaction” beginning on page [●] and “The Agreements – Description of the Merger Agreement – Conditions to the Transaction” beginning on page [●].

 

Q:

When and where will the special meetings be held?

 

A:

The Media General special meeting will be held at [●], Richmond, Virginia on [●] at [●] a.m., local time.

   
  The Meredith special meeting will be held at Meredith’s principal executive offices, 1716 Locust Street, Des Moines, Iowa on [●] at [●] a.m., local time.

 

Q:

What are the proposals on which the holders of Media General voting common stock are being asked to vote and what is the recommendation of the board of directors of Media General with respect to each proposal?

 

A:

At the Media General special meeting, the holders of Media General voting common stock are being asked to:

 

 

1.

consider and vote on a proposal to approve the issuance of shares of New Holdco common stock in connection with the combination of Media General and Meredith, which we refer to as the “MG share issuance proposal”

 

 

2.

consider and vote on a proposal to amend and restate the Articles of Incorporation of Media General, which are being amended and restated to remove a provision specifying that Vincent L. Sadusky will serve as President and Chief Executive Officer of Media General and other provisions regarding his continued employment, which we refer to as the “MG amendment proposal.” As a result of the transaction, the Articles of Incorporation of Meredith Media General (other than the name of the corporation) will become identical to the Articles of Incorporation of Media General as so amended and restated. The proposed amendments to Media General’s Articles of Incorporation are shown in Annex B attached hereto. The form of amended and restated Articles of Incorporation of Media General was filed as an exhibit to the registration statement to which this joint proxy statement/prospectus relates; and
     
 

3.

consider and vote on a proposal to approve one or more adjournments of the Media General special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the MG share issuance proposal and the MG amendment proposal, which we refer to as the “MG adjournment proposal.”

 

 
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The board of directors of Media General recommends a vote “FOR” each of the proposals referred to above.

   
  Under Virginia law, the Media General Merger does not require the approval of Media General’s shareholders.
   
  Media General does not expect any other business to be conducted at the Media General special meeting.

 

Q:

What vote is required to approve the proposals being presented at the Media General special meeting?

 

A:

To be approved at the Media General special meeting, the MG share issuance proposal requires the affirmative vote of the holders of a majority of all votes cast by holders of shares of Media General voting common stock. Under NYSE rules, abstentions will be considered as votes cast and, accordingly, will have the same effect as votes “AGAINST” the MG share issuance proposal. Shares not present at the Media General special meeting will have no effect on the outcome of the vote on the MG share issuance proposal (assuming a quorum is present).  

 

To be approved at the Media General special meeting, the MG amendment proposal requires the affirmative vote of the holders of a majority of all votes cast by holders of shares of Media General voting common stock. Shares not present at the Media General special meeting and abstentions (which for this purpose will not be considered as votes cast) will have no effect on the outcome of the vote on the MG amendment proposal (assuming a quorum is present).

 

To be approved at the Media General special meeting, the MG adjournment proposal requires the affirmative vote of the holders of a majority of all votes cast by holders of Media General voting common stock.  Shares not present at the Media General special meeting and abstentions (which for this purpose will not be considered as votes cast) will have no effect on the outcome of the vote on the MG adjournment proposal (whether or not a quorum is present).

 

Q:

Will the holders of Media General voting common stock be asked to vote on the MG share issuance proposal and the MG amendment proposal at the Media General special meeting if the board of directors of Media General has changed its recommendation of such proposals?

 

A:

Yes. Media General will notify its shareholders before the special meeting if the board of directors of Media General has changed its recommendation with respect to the MG share issuance proposal and/or the MG amendment proposal. Despite any such change of recommendation, Media General’s shareholders will be asked to vote on such proposals at the special meeting.

 

Q:

Will Nexstar’s proposal to Media General affect the proposals presented at the Media General special meeting?

   

A:

No. On September 28, 2015, Nexstar Broadcasting Group, Inc., which we refer to as “Nexstar,” announced an unsolicited, non-binding proposal to acquire Media General for consideration valued at $14.50 per share, consisting of $10.50 per share in cash and 0.0898 Nexstar shares per share of Media General common stock, which we refer to as the “Nexstar September 28 proposal.” On October 14, 2015, Meredith and Media General entered into a limited waiver agreement allowing Media General to exchange due diligence information with Nexstar and engage in mutual due diligence with Nexstar in respect of that information. On October 19, 2015, Nexstar and Media General entered into a mutual confidentiality agreement and began exchanging due diligence information. On November 13, 2015, Media General’s board of directors unanimously reached the determination under the merger agreement that allows Media General to engage in discussions with Nexstar and authorized Media General’s management and advisors to engage in such negotiations. Following such discussions, Nexstar submitted various non-binding proposals, including a written proposal to Media General’s board of directors on December 20, 2015 to acquire Media General for consideration consisting of $10.55 per share in cash (less any termination fee in excess of $60 million payable by Media General), $7.00 per share in Nexstar stock (with the exchange ratio based on the closing price of Nexstar common stock at the time of execution of a merger agreement) and a contingent value right, which we refer to as a “CVR,” entitling Media General shareholders to net after-tax proceeds from the sale of Media General spectrum in the upcoming Federal Communications Commission, which we refer to as the “FCC,” spectrum auction, net of the Media General shareholders’ interest post-closing in any proceeds received by Nexstar for sale of its spectrum in the auction, which we refer to as the “Nexstar December 20 proposal.” The Nexstar December 20 proposal is conditioned on terminating the merger agreement with Meredith and on entering into a merger agreement with Nexstar on or prior to January 12, 2016. Media General is engaging in discussions with Nexstar regarding the contractual terms of its proposal. For further discussion, see “The Transaction — Background of the Transaction” beginning on page [●].  

 

The merger agreement requires that Media General submit the MG share issuance proposal and the MG amendment proposal to the vote of Media General’s shareholders notwithstanding any acquisition proposal made by a third party, including any proposal from Nexstar. Therefore, the Nexstar December 20 proposal (as well as any subsequent communications and negotiations between Media General and Nexstar) will not affect the proposals presented at the Media General special meeting. In addition, Media General’s board of directors continues to recommend that Media General’s shareholders vote “FOR” the MG share issuance proposal and the MG amendment proposal. See “The Transaction – Media General’s Reasons for the Transaction and Recommendation of Media General’s Board of Directors” beginning on page [●].

 

Media General’s shareholders are not being asked to vote on or take any action with respect to any proposal by Nexstar at the Media General special meeting, including the Nexstar December 20 proposal or any subsequent proposal by Nexstar.

 

Q: Is Nexstar’s proposal limited to the acquisition of Media General only, and not to the combined company?
   
A: Yes. The Nexstar December 20 proposal contemplates an acquisition of Media General without giving effect to any transaction with Meredith. Media General would be required under the terms of Nexstar’s proposal to terminate the merger agreement with Meredith prior to entering into any agreement with Nexstar.

 

 
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Q:

What are the proposals on which the Meredith shareholders are being asked to vote and what is the recommendation of the board of directors of Meredith with respect to each proposal?

 

A:

At the Meredith special meeting, Meredith shareholders are being asked to:

 

 

1.

consider and vote on a proposal to approve and adopt the merger agreement, which is attached to this joint proxy statement/prospectus as Annex A and which we refer to as the “Meredith merger proposal”

 

 

2.

consider and vote on a proposal to approve, on a non-binding and advisory basis, the compensation that may be paid or become payable to Meredith’s named executive officers in connection with the transaction, which we refer to as the “Meredith compensation proposal.” See “The Transaction — Interests of Meredith’s Directors and Officers in the Transaction” beginning on page [●] of this joint proxy statement/prospectus; and

 

 

3.

consider and vote on a proposal to approve one or more adjournments of the Meredith special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the Meredith merger proposal, which we refer to as the “Meredith adjournment proposal.”

 

The board of directors of Meredith unanimously recommends a vote “FOR” each of the proposals referred to above.

 

Meredith does not expect any other business to be conducted at the special meeting of Meredith shareholders.

 

Q:

What vote is required to approve the proposals being presented at the Meredith special meeting?

 

A:

The Meredith merger proposal requires for its approval the affirmative vote of (i) the holders of a majority of all votes cast by the holders of shares of Meredith common stock present in person or by proxy and entitled to vote at the Meredith special meeting, voting as a separate class, (ii) the holders of a majority of all votes cast by the holders of shares of Meredith Class B stock present in person or by proxy and entitled to vote at the Meredith special meeting, voting as a separate class, and (iii) the holders of a majority of all votes cast by the holders of shares of Meredith common stock and Meredith Class B stock present in person or by proxy and entitled to vote at the Meredith special meeting, voting together as a single class. Shares not present at the Meredith special meeting and abstentions (which will not be considered as votes cast) will have no effect on the outcome of the vote on the Meredith merger proposal (assuming a quorum is present).  

 

The Meredith compensation proposal requires for its approval the affirmative vote of the holders of a majority of all votes cast by the holders of Meredith common stock and Meredith Class B stock present in person or by proxy and entitled to vote at the Meredith special meeting, voting together as a single class. Shares not present at the Meredith special meeting and abstentions (which will not be considered as votes cast) will have no effect on the outcome of the vote on the Meredith compensation proposal (assuming a quorum is present).

 

The Meredith adjournment proposal requires for its approval the affirmative vote of the holders of a majority of all votes cast by the holders of Meredith common stock and Meredith Class B stock present in person or by proxy and entitled to vote at the Meredith special meeting, voting together as a single class. Shares not present at the Meredith special meeting and abstentions (which will not be considered as votes cast) will have no effect on the outcome of the vote on the Meredith adjournment proposal (assuming a quorum is present). 

 

All Meredith shareholders as of the record date may attend the Meredith special meeting. If you are a beneficial owner of shares of Meredith common stock or Meredith Class B stock held in street name, you must provide evidence of your ownership of such shares, which you can obtain from your broker, banker or nominee, in order to attend the special meeting.

 

 
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Q:

What is the effect if these proposals are not approved at the special meetings?

 

A:

If the MG share issuance proposal or the MG amendment proposal is not approved by the requisite vote at the Media General special meeting or any adjournment thereof, or if the Meredith merger proposal is not approved by the requisite vote at the Meredith special meeting or any adjournment thereof, then the transaction will not occur. Instead, Media General and Meredith would each remain an independent public company, and the consideration to be received by the Media General shareholders and the Meredith shareholders in the mergers would not be paid. Each of Media General and Meredith will have the right to terminate the merger agreement under certain circumstances, including failure to obtain the required vote. Upon a termination for failure to obtain a required vote, the party whose shareholders did not approve the applicable proposal at the special meeting of its shareholders will be required to pay to the other party a termination fee in the amount of $15 million, which termination fee would increase to $60 million if, following termination of the merger agreement, certain events occur. For example, if the Nexstar December 20 proposal (or any other public proposal from Nexstar or another third party) is not withdrawn prior to the Media General special meeting and Media General’s shareholders do not approve the MG share issuance proposal or the MG amendment proposal and the merger agreement is subsequently terminated, then Media General would be required to pay Meredith a termination fee of $60 million (inclusive of the $15 million fee) if Media General enters into an alternative transaction within one year of such termination and such alternative transaction is subsequently consummated.

 

Q:

Why are Meredith’s shareholders being asked to consider and vote on the Meredith compensation proposal?

   

A:

Under SEC rules, Meredith is required to seek a non-binding, advisory vote with respect to the compensation that may become payable to its named executive officers in connection with the transaction.

   

Q:

What will happen if Meredith’s shareholders do not approve the Meredith compensation proposal?

   

A:

Approval of the Meredith compensation proposal is not a condition to completion of the transaction. Accordingly, Meredith shareholders may vote against the Meredith compensation proposal and vote in favor of the Meredith merger proposal. The compensation proposal vote is an advisory vote and will not be binding on Meredith or Meredith Media General following the transaction. If the transaction is completed, the compensation described in the Meredith compensation proposal will be paid to Meredith’s named executive officers to the extent payable in accordance with the terms of their compensation agreements and arrangements even if Meredith shareholders do not approve, the Meredith compensation proposal.

   

Q:

Who is entitled to vote at the special meetings?

 

A:

The board of directors of each of Media General has fixed the close of business on [●] as the record date for its special meeting. Meredith has fixed the close of business on [●] as the record date for its special meeting. If you were a holder of Media General voting common stock or a Meredith shareholder at the close of business on the record date, you are entitled to receive notice of, and vote at, your respective company’s special meeting.

 

Q:

If I am a Media General shareholder, how many votes do I have?

 

A:

If you are a holder of Media General voting common stock, on each of the proposals that will be voted upon at the Media General special meeting, you will be entitled to one vote per share of Media General voting common stock that you owned as of the record date. As of the record date, there were [●] shares of Media General voting common stock outstanding and entitled to vote. As of that date, approximately [●]% of the outstanding shares of Media General voting common stock were held by the directors and executive officers of Media General.

 

Q:

If I am a Meredith shareholder, how many votes do I have?

 

A:

If you are a holder of Meredith common stock, on each of the proposals that will be voted upon at the Meredith special meeting, you will be entitled to one vote per share of Meredith common stock that you owned as of the record date. As of the record date, there were [●] shares of Meredith common stock outstanding and entitled to vote. As of that date, approximately [●]% of the outstanding shares of Meredith common stock were held by the directors and executive officers of Meredith.  

 

If you are a holder of Meredith Class B stock, on each of the proposals that will be voted upon at the Meredith special meeting, you will be entitled to ten votes per share of Meredith Class B stock that you owned as of the record date. As of the close of business on the record date, there were [●] shares of Meredith Class B stock outstanding and entitled to vote. As of that date, approximately [●]% of the outstanding shares of Meredith Class B stock were held by the directors and executive officers of Meredith.

 

 
v

 

 

Q:

Are any Media General shareholders already committed to vote in favor of the MG share issuance proposal and the MG amendment proposal?

 

A:

Yes. Standard General Fund, L.P. and Standard General Communications, LLC, which we refer to as the “SG shareholders,” have entered into a voting and support agreement with Media General and Meredith, which we refer to as the “SG voting agreement,” in which they have agreed to vote their shares of Media General voting common stock in favor of the MG share issuance proposal and the MG amendment proposal.  

 

These shares represent approximately 14.5% of the aggregate voting power of all shares of Media General voting common stock as of the record date.

 

The SG voting agreement was filed as an exhibit to the registration statement to which this joint proxy statement/prospectus relates and is incorporated by reference into this joint proxy statement/prospectus. 

 

Q:

Are any Meredith shareholders already committed to vote in favor of the Meredith merger proposal and the Meredith compensation proposal?

 

A:

Yes. Dianna Mell Meredith Frazier and Edwin T. Meredith, IV, whom we refer to as the “Meredith supporting shareholders,” have entered into a voting and support agreement with Media General, Meredith and Meredith Media General, which we refer to as the “Meredith voting agreement,” in which they have agreed to vote the shares of Meredith Class B stock and Meredith common stock they control in favor of the Meredith merger proposal. We refer to the SG voting agreement and the Meredith voting agreement collectively as the “voting agreements.”

 

These shares represent approximately 63% of the outstanding Meredith Class B stock and less than 1% of the outstanding Meredith common stock as of the record date. The Meredith Class B stock and the Meredith common stock held by the Meredith supporting shareholders represent approximately 45.8% of the voting power when voting together as a single class.

 

The Meredith voting agreement was filed as an exhibit to the registration statement to which this joint proxy statement/prospectus relates and is incorporated by reference into this joint proxy statement/prospectus.

 

Q:

What constitutes a quorum for each special meeting?

 

A:

Holders of a majority of the outstanding shares of Media General voting common stock, represented in person or by proxy, will constitute a quorum for the Media General special meeting. The shares of Media General voting common stock held by a shareholder present in person at the Media General special meeting, but not voting, and shares of Media General voting common stock for which Media General has received proxies indicating that the holders thereof have abstained will be counted as present at the Media General special meeting for purposes of determining whether a quorum is established.

   
  Holders of a majority of the voting power of the outstanding shares of Meredith common stock and Meredith Class B stock eligible to vote at the Meredith special meeting, taken together and each as a separate class, represented in person or by proxy, will constitute a quorum for the Meredith special meeting. The shares of Meredith common stock and Meredith Class B stock held by a shareholder present in person at the Meredith special meeting, but not voting, and shares of Meredith common stock and Meredith Class B stock for which Meredith has received proxies indicating that holders thereof have abstained will be counted as present at the Meredith special meeting for purposes of determining whether a quorum is established.

 

Q:

Who can attend each special meeting?

 

A:

If you were a holder of shares of Media General voting common stock as of the record date of [●], you are entitled to attend and vote at the Media General special meeting. If you are present at the Media General special meeting, you may vote in person even if you have previously returned a proxy card or submitted a proxy or voting instructions in another manner.    

 

If you were a holder of Meredith common stock or Meredith Class B stock as of the record date of [●], you are entitled to attend and vote at the Meredith special meeting. If you are present at the Meredith special meeting, you may vote in person even if you have previously returned a proxy card or submitted a proxy or voting instructions in another manner.  

 

If your shares are held in the name of your broker, bank or other nominee and you wish to attend or vote in person at your company’s special meeting, you must contact your broker, bank or other nominee and request a document called a “legal proxy.” You must bring this legal proxy to the special meeting in order to vote in person. Your broker, bank or other nominee will not vote your shares unless you provide instructions on how to vote.

 

 
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Q:

What if my broker, bank or other nominee holds my shares in “street name”?

 

A:

If a broker, bank or other nominee holds your shares for your benefit but not in your own name, such shares are in “street name.” In that case, your broker, bank or other nominee will send you a voting instruction form to use in order to instruct the vote of your shares. The availability of telephone and Internet voting instruction depends on the voting procedures of your broker, bank or other nominee. Please follow the instructions on the voting instruction form they send you. 

 

If your shares are held in the name of your broker, bank or other nominee and you wish to attend or vote in person at your company’s special meeting, you must contact your broker, bank or other nominee and request a document called a “legal proxy.” You must bring this legal proxy to the special meeting in order to vote in person. Your broker, bank or other nominee will not vote your shares unless you provide instructions on how to vote.

 

Q:

If I hold shares of Media General voting common stock, how do I vote?

 

A:

After reading and carefully considering the information contained in this joint proxy statement/prospectus, please submit a proxy or voting instructions for your shares of Media General voting common stock as promptly as possible so that your shares will be represented at the Media General special meeting. You may submit your proxy or voting instructions before the Media General special meeting in one of the following ways:

   
 

By Internet. Use the Internet at www.proxyvote.com to transmit your voting instructions and for the electronic delivery of information up until 11:59 p.m. Eastern Time on [●]. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. The availability of Internet voting instruction for beneficial owners holding shares of voting common stock in street name will depend on the voting process of your broker, bank or other nominee. If you are a beneficial owner of shares of Media General’s voting common stock held in street name, please follow the voting instructions in the materials you receive from your broker, bank or other nominee.

 

By Phone. Use any touch-tone telephone to dial [●] to transmit your voting instructions up until 11:59 p.m. Eastern Time on [●]. Have your proxy card in hand when you call and then follow the instructions. If you submit a proxy by telephone, do not return your proxy card. The availability of telephone voting instruction for beneficial owners holding shares of voting common stock in street name will depend on the voting process of your broker, bank or other nominee. If you are a beneficial owner of shares of Media General voting common stock held in street name, please follow the voting instructions in the materials you receive from your broker, bank or other nominee.

 

By Mail. Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Broadridge must receive your proxy card no later than the close of business on [●]. If you are a beneficial owner of shares of Media General voting common stock held in street name, please follow the voting instructions in the materials you receive from your broker, bank or other nominee.

 

In addition, all shareholders may vote in person at the Media General special meeting. For additional information on voting procedures, see “The Media General Special Meeting” beginning on page [●].  

 

If you are a participant in the Employees’ MG Advantage 401(k) Plan and/or the Media General, Inc. Supplemental 401(k) Plan, you have the right to direct Fidelity Management Trust Company, as trustee of the applicable plan(s), regarding how to vote the shares of voting common stock credited to your account under such plan(s).

 

After reading and carefully considering the information contained in this joint proxy statement/prospectus, please submit your proxy or voting instructions as soon as possible even if you plan to attend the Media General special meeting.

 

Q: Do the holders of Media General non-voting common stock have the right to vote on the proposals?

 

A:

No. There were no outstanding shares of Media General non-voting common stock as of the record date.

 

 
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Q:

If I am a Meredith shareholder, how do I vote?

 

A:

After reading and carefully considering the information contained in this joint proxy statement/prospectus, please submit a proxy or voting instructions for your Meredith common shares or Meredith Class B stock as promptly as possible so that your shares will be represented at the Meredith special meeting. You may submit your proxy before the Meredith special meeting in one of the following ways: 

 

By Internet. You may also vote via the Internet up until 11:59 p.m. Central time on [●]. The web site address for Internet voting is provided on your proxy card. You will need to use the control number appearing on your proxy card to vote via the Internet. Internet voting is available 24 hours a day. If you vote via the Internet, you do NOT need to vote by telephone or return a proxy card. If you vote via the Internet, you may incur costs such as usage charges from Internet access providers and telephone companies. You will be responsible for those costs. The availability of Internet voting instruction for beneficial owners holding Meredith common shares in street name will depend on the voting process of your broker, bank or other nominee. If you are a beneficial owner of Meredith common shares held in street name, please follow the voting instructions in the materials you receive from your broker, bank or other nominee.

 

By Phone. You may also vote by telephone by calling the toll-free number provided on your proxy card up until 11:59 p.m. Central time on [●]. You will need to use the control number appearing on your proxy card to vote by telephone. Telephone voting is available 24 hours a day. If you vote by telephone, you do NOT need to vote over the Internet or return a proxy card. The availability of telephone voting instructions for beneficial owners holding Meredith common shares in street name will depend on the voting process of your broker, bank or other nominee. If you are a beneficial owner of Meredith common shares held in street name, please follow the voting instructions in the materials you receive from your broker, bank or other nominee.

 

By Mail. You may vote by marking the proxy card, dating and signing it, and returning it in the postage-paid envelope provided. Please mail your proxy card promptly to ensure that it is received no later than the close of business on [●]. If you are a beneficial owner of Meredith common shares held in street name, please follow the voting instructions in the materials you receive from your broker, bank or other nominee. 

   
 

In addition, all shareholders may vote in person at the Meredith special meeting. For additional information on voting procedures, see “The Meredith Special Meeting” beginning on page [●].

   
  After reading and carefully considering the information contained in this joint proxy statement/prospectus, please submit your proxy or voting instructions as soon as possible even if you plan to attend the Meredith special meeting.

 

Q:

What do I do if I receive more than one set of voting materials?

 

A:

You may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are held in more than one name, you will receive more than one proxy card. You may also receive multiple copies of this joint proxy statement/prospectus if you are a shareholder of both Media General and Meredith. Please complete, sign, date and return each proxy card and voting instruction card you receive, or submit each proxy by telephone or Internet by following the instructions on your proxy cards.

 

Q:

How will my proxy be voted?

 

A:

If you submit a proxy or voting instructions by completing, signing, dating and mailing your proxy card or voting instruction card, or by Internet or by telephone, your shares will be voted in accordance with your instructions. If you are a shareholder of record as of the record date and you sign, date, and return your proxy card but do not indicate how you want to vote on any particular proposal and do not indicate that you wish to abstain with respect to that proposal, the shares of Media General voting common stock represented by your proxy will be voted as recommended by the Media General board of directors with respect to that proposal or the shares of Meredith common stock or Meredith Class B stock represented by your proxy will be voted as recommended by the Meredith board of directors with respect to that proposal. However, this would not apply if you sign, date and return your proxy card and indicate that you vote against the MG share issuance proposal or the MG amendment proposal, but do not indicate how you want to vote on the MG adjournment proposal. In that case, the shares of Media General voting common stock represented by your proxy will not be voted in favor of the MG adjournment proposal. Similarly, if you sign, date and return your proxy card and indicate that you vote against the Meredith merger proposal, but do not indicate how you want to vote on the Meredith adjournment proposal or the Meredith compensation proposal, the Meredith common shares represented by your proxy will not be voted in favor of the Meredith adjournment proposal or the Meredith compensation proposal. If you are a beneficial owner, your broker, bank or other nominee will vote your shares only if you provide instructions on how to vote by filling out the voting instruction form sent to you by your broker, bank or other nominee with this joint proxy statement/prospectus.

 

 
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Q:

What if I mark “abstain” when voting or do not vote on the proposals?

 

A:

If you fail to vote in person or by proxy any shares for which you are the record owner as of the record date or fail to instruct your broker, bank or other nominee on how to vote the shares you hold in street name, your shares will not be counted in determining whether a quorum is present at your company’s special meeting.

   
 

If you mark “abstain” when voting, your shares will still be counted in determining whether a quorum is present at your company’s special meeting.

 

If you are a Media General shareholder and you fail to vote or abstain from voting on the MG share issuance proposal, it will have the same effect as a vote “AGAINST” the MG share issuance proposal.

 

If you are a Media General shareholder and you fail to vote or abstain from voting on the MG amendment proposal or the MG adjournment proposal, it will not have the effect of a “FOR” or “AGAINST” vote with respect to either proposal.

 

Broker non-votes will have no effect on the proposals to be considered at the Media General special meeting.

 

If you are a Meredith shareholder and you fail to vote or abstain from voting on the Meredith merger proposal, the Meredith compensation proposal or the Meredith adjournment proposal, it will not have the effect of a “FOR” or “AGAINST” vote with respect to any of the proposals.

 

Broker non-votes will have no effect on the proposals to be considered at the Meredith special meeting.  

 

Q:

Can I revoke or change my vote after I have submitted a proxy or voting instruction card?

 

A:

Yes. You can change your vote in one of three ways:

 

 

you can send a signed notice of revocation, which must be received prior to the beginning of the special meeting, to the Secretary of Media General or the Secretary of Meredith, as appropriate;

 

 

you can submit a revised proxy bearing a later date by mail, by Internet or telephone as described above, which revised proxy must be received prior to the deadlines set forth above for each method of voting; or

 

 

you can attend your company’s special meeting and vote in person, which will automatically cancel any proxy previously given, though your attendance alone will not revoke any proxy that you have previously given.

 

 

If you are a beneficial owner of shares of Media General voting common stock or Meredith common shares held in street name, you must contact your broker, bank or other nominee to change your vote or obtain a written legal proxy to vote your shares if you wish to cast your vote in person at the applicable special meeting.

 

Q:

If I am a Media General shareholder, will I be required to exchange my shares in connection with the transaction?

 

A:

The answer depends whether your securities are in uncertificated “book-entry” form or certificate form. Media General shareholders will not be required to exchange their “book-entry” securities representing shares of Media General’s common stock. Upon completion of the Media General Merger, “book-entry” securities representing shares of Media General voting common stock or Media General non-voting common stock prior to the Media General Merger will automatically represent an equal number of shares New Holdco voting common stock or New Holdco non-voting common stock, as applicable.   

 

Media General shareholders who hold shares of Media General common stock in certificate form will be required to exchange their certificates representing shares of Media General common stock following the closing of the transaction. Upon completion of the Media General Merger, certificated securities representing shares of Media General voting common stock or Media General non-voting common stock prior to the Media General Merger will be exchangeable for an equal number of shares of New Holdco voting common stock or New Holdco non-voting common stock, as applicable. If you hold shares in certificate form, we will send you written instructions informing you how to exchange your certificates following the closing of the transaction. You should not take any action to exchange any of your certificates until the closing of the transaction.

 

 
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Q:

If I am a Meredith shareholder, should I send in my certificates now?

 

A:

No. If you hold certificates representing Meredith common stock or Meredith Class B stock, we will send you written instructions informing you how to exchange your shares following the closing of the transaction. You should not take any action to exchange any of your certificates until the closing of the transaction.

 

Q:

Are there any risks that I should consider?

 

A:

Yes. There are risks associated with all business combinations, including the transaction. There are also risks associated with Meredith Media General’s business and the ownership of New Holdco common stock. We have described certain of these risks and other risks in more detail under “Risk Factors” beginning on page [●]. You also should read and carefully consider the risk factors relating to Media General and Meredith contained in the documents that are incorporated by reference into this joint proxy statement/prospectus, including Media General’s Annual Report on Form 10-K for the year ended December 31, 2014 and Meredith’s Annual Report on Form 10-K for the year ended June 30, 2015. See “Incorporation of Certain Documents by Reference” beginning on page [●].

 

Q:

Are Media General or Meredith shareholders entitled to appraisal rights?

 

A:

Media General shareholders are not entitled to appraisal rights in connection with the transaction under Virginia law.

 

Holders of Meredith common stock are not entitled to appraisal rights under Iowa law in connection with the Meredith Merger.

 

Holders of shares of Meredith Class B stock are entitled to appraisal rights under Iowa law in connection with the Meredith Merger and, if such rights are perfected, such shareholders will be entitled to receive payment of the appraised value of such shares in accordance with Iowa law instead of receiving the Meredith merger consideration.

 

In order to preserve any appraisal rights that a holder of Meredith Class B stock may have, in addition to otherwise complying with the applicable provisions of Iowa law, such Meredith shareholder must not vote its shares of Meredith Class B stock in favor of the Meredith merger proposal and must submit a written demand for appraisal prior to the vote at the Meredith special meeting. For additional information on appraisal rights, see “Appraisal Rights” beginning on page [●].

 

Q:

What are the material U.S. federal income tax consequences of the mergers to holders of Media General common stock and Meredith common stock?

 

A:

The obligation of Media General to complete the mergers is conditioned upon the receipt by Media General of an opinion from Fried, Frank, Harris, Shriver & Jacobson LLP, counsel to Media General, to the effect that for U.S. federal income tax purposes the Media General Merger and the Meredith Merger, taken together, will qualify as a transaction described in Section 351 of the Internal Revenue Code of 1986, as amended, which we refer to as the “Code.” The obligation of Meredith to complete the mergers is conditioned upon the receipt by Meredith of an opinion from McDermott Will & Emery LLP, counsel to Meredith, to the effect that for U.S. federal income tax purposes the Media General Merger and the Meredith Merger, taken together, will qualify as a transaction described in Section 351 of the Code. Subject to the limitations and qualifications described in “Material U.S. Federal Income Tax Consequences of the Mergers” beginning on page [●], the U.S. federal income tax consequences of the mergers to U.S. holders (as defined herein) of Media General common stock or Meredith common shares generally will be as follows:

 

 

U.S. holders of Media General common stock will not recognize gain or loss upon the exchange of their Media General common stock for New Holdco common stock in the Media General Merger.

 

 

U.S. holders of Meredith common shares will recognize gain (but not loss) in an amount equal to the lesser of (1) the amount by which the sum of the fair market value of the New Holdco common stock and the amount of cash received by such holder in exchange for its Meredith common shares exceeds the holder’s adjusted basis in its Meredith common shares, and (2) the amount of cash (other than cash received instead of a fractional share interest in New Holdco common stock) received by such holder in exchange for its Meredith common shares.

 

 
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The treatment of any cash received by a holder of Meredith common shares instead of a fractional share interest in New Holdco common stock is discussed in “Material U.S. Federal Income Tax Consequences of the Mergers – Tax Consequences to U.S. Holders of Media General Common Stock and Meredith Common Shares – Cash Received Instead of a Fractional Share of New Holdco Common Stock” beginning on page [●].  

 

For a more detailed summary of the material U.S. federal income tax consequences of the mergers, see “Material U.S. Federal Income Tax Consequences of the Mergers” beginning on page [●].

 

Q:

What happens if I sell my shares after the record date but before the special meeting?

   

A:

If you transfer your Media General voting common stock or Meredith common shares after the record date but before the date of your company’s special meeting, you will retain your right to vote at your company’s special meeting, but you will not have the right to receive the consideration to be received by Media General or Meredith shareholders in the Media General Merger or the Meredith Merger, as applicable. In order to receive the consideration, you must hold your shares through completion of the transaction.
   

Q:

What are the conditions to the completion of the transaction?

   

A:

In addition to approval of the MG share issuance proposal, the MG amendment proposal and the Meredith merger proposal as described above, completion of the mergers is subject to the satisfaction of a number of other conditions, including:

 

the receipt of approval from the FCC and the expiration or early termination of the waiting period applicable to the transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

 

the absence of any governmental order or injunction preventing the consummation of the transaction;

 

Meredith having divested WALA-TV, or restrictions set forth in the final judgment in United States v. Media General, Inc. relating to Media General’s reacquisition of WALA-TV having ceased to be in effect;

 

the listing of the New Holdco voting common stock to be issued in the transaction on the NYSE;

 

the receipt by each of Media General and Meredith of a written opinion from its tax counsel to the effect that for U.S. federal income tax purposes the mergers, taken together, will qualify as a transaction described in Section 351 of the Code; and

 

the receipt of certain customary third-party consents.

 

For a more complete summary of the conditions that must be satisfied or waived prior to completion of the merger, see “The Agreements – Description of the Merger Agreement – Conditions to the Transaction” beginning on page [●].  

   

Q:

Where can I find more information about the parties to the transaction?

   

A:

You can find more information about Media General and Meredith from the sections titled “Parties to the Transaction” beginning on page [●] and “Where You Can Find More Information” beginning on page [●].

   

Q:

Whom should I contact if I have any questions about these materials or voting?

 

A:

If you have any questions about the proxy materials or if you need assistance submitting your proxy or voting your shares or need additional copies of this document or the enclosed proxy card, you should contact the proxy solicitation agent for the company in which you hold shares.

   
  If you are a Media General shareholder, you should contact MacKenzie Partners, Inc., the proxy solicitation agent for Media General, by telephone at (800) 322-2885 or by email at proxy@mackenziepartners.com .
   
  If you are a Meredith shareholder, you should contact D.F. King & Co., Inc., the proxy solicitation agent for Meredith, by telephone at (212) 269-5550 (for banks, brokers or other nominees) or (877) 478-5042 (for individual Meredith shareholders) or by email at meredith@dfking.com.
   
  If your shares are held “street name,” through a bank, broker or other nominee, you should contact such bank, broker or other nominee if you need to obtain a voting instruction card or have questions on how to vote your shares.

  

 
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SUMMARY

 

This summary highlights selected information contained elsewhere in this joint proxy statement/prospectus and may not contain all the information that may be important to you. Accordingly, we encourage you to read this joint proxy statement/prospectus carefully and in its entirety, including the Annexes to, and the documents incorporated by reference in, this joint proxy statement/prospectus and the exhibits to the registration statement to which this joint proxy statement/prospectus relates. The page references have been included in this summary to direct you to a more complete description of the topics presented below. See also the section entitled “Where You Can Find More Information” beginning on page [●].

 

References to “Media General” are references to Media General, Inc. References to “Meredith” are references to Meredith Corporation. References to “we” or “our” and other first person references in this joint proxy statement/prospectus refer to both Media General and Meredith, before completion of the transaction. References to “Meredith Media General, “New Holdco” or the “combined company” are references to the new holding company of which Media General and Meredith will be wholly owned subsidiaries following the closing of the transaction. References to the “transaction,” unless the context requires otherwise, means the transaction contemplated by the merger agreement, taken as a whole.

 

Parties to the Transaction (Page [])

 

Media General, Inc.

 

Media General, Inc., a Virginia corporation founded in 1850 as a newspaper company in Richmond, Virginia, is now a leading local television broadcasting and digital media company, providing top-rated news, information and entertainment in high quality broadcast markets across the U.S. Media General owns and operates or provides services to 71 network-affiliated broadcast television stations, and their associated digital media and mobile platforms, in 48 markets, which markets are shown on the diagram below. These stations reach approximately 23% of U.S. TV households. Media General’s primary network affiliations include CBS (22), NBC (12), ABC (12), Fox (8), MyNetwork TV (7) and CW Television (7). Fifty-one of the 71 stations are located in the top 100 designated market areas, which we refer to as “DMAs,” as grouped by Nielsen Media Research, which we refer to as “Nielsen,” while twenty-seven of the 71 stations are located in the top 50 DMAs. Media General first entered the local television business in 1955, when Media General launched WFLA in Tampa, Florida as an NBC affiliate. Subsequently, Media General expanded its station portfolio through several acquisitions, first by purchasing high-quality, privately owned stations in the Southeast and later by purchasing four NBC-owned affiliates in 2006.

 

 

 

Media General entered the year 2013 as a newly minted pure-play broadcaster, following a rapid and complete transformation of the company, which included the sale of its newspapers and the sale or exit of certain advertising services businesses and a broadcast equipment company. On November 12, 2013, Media General and New Young Broadcasting Holding Co., Inc., which we refer to as “Young,” were combined in an all-stock, tax-free merger transaction, which we refer to as the “Young merger.” On December 19, 2014, Media General and LIN Media LLC, which we refer to as “LIN Media” or “LIN,” were combined in a business combination transaction, which we refer to as the “LIN merger.”

 

Media General’s voting common stock is traded on the NYSE under the trading symbol “MEG.” Media General’s principal executive office is located at 333 E. Franklin Street, Richmond, Virginia 23219 (telephone number: (804) 887-5000).

 

This joint proxy statement/prospectus incorporates important business and financial information about Media General from other documents that are not included in or delivered with this joint proxy statement/prospectus. For a list of the documents that are incorporated by reference, see “Incorporation of Certain Documents by Reference” beginning on page [●] of this joint proxy statement/prospectus.

 

Meredith Corporation

 

Meredith Corporation, an Iowa corporation, began in 1902 as an agricultural publisher and has been committed to service journalism for more than 110 years. In 1924, Meredith published the first issue of Better Homes and Gardens. Meredith entered the television broadcasting business in 1948. Today, Meredith uses multiple media outlets—including broadcast television, print, digital, mobile, tablets, and video—to provide consumers with content they desire and to deliver the messages of its advertising and marketing partners.

 

 
1

 

 

Meredith operates two business segments: local media and national media. Its local media segment consists of 17 owned or operated television stations located across the U.S. in mostly fast growing markets with related digital and mobile media assets. The diagram below shows the markets in which Meredith owns or operates television stations. The owned television stations broadcast the program streams of seven CBS affiliates, five FOX affiliates, four MyNetworkTV affiliates, one NBC affiliate, one ABC affiliate, and one independent station. Local media's digital presence includes 13 websites, 13 mobile-optimized websites, and 38 applications (apps) focused on news, sports, and weather-related information. Meredith’s national media segment includes leading national consumer media brands delivered via multiple media platforms including print magazines and digital and mobile media, brand licensing activities, database-related activities, and business-to-business marketing products and services. This segment focuses on the food, home, parenthood, and health markets and is a leading publisher of magazines serving women.

 

 

 

Meredith’s common stock is traded on the NYSE under the symbol “MDP.” Meredith’s principal executive office is located at 1716 Locust Street, Des Moines, Iowa 50309 (telephone number: (515) 284-3000).

 

This joint proxy statement/prospectus incorporates important business and financial information about Meredith from other documents that are not included in or delivered with this joint proxy statement/prospectus. For a list of the documents that are incorporated by reference, see “Incorporation of Certain Documents by Reference” beginning on page [●] of this joint proxy statement/prospectus.

 

Montage New Holdco, Inc.

 

Montage New Holdco, Inc., which we sometimes refer to as “New Holdco,” is a Virginia corporation and a direct, wholly owned subsidiary of Media General. New Holdco was formed solely to effect the combination of Media General and Meredith by merging Montage Merger Sub 1, Inc., a direct, wholly owned subsidiary of New Holdco, which we refer to as “Merger Sub 1,” with and into Media General, and merging Montage Merger Sub 2, Inc., a direct, wholly owned subsidiary of New Holdco, which we refer to as “Merger Sub 2,” with and into Meredith, in each case, as provided for in the merger agreement. New Holdco has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transaction.

 

Following the completion of the transaction, New Holdco, or “Meredith Media General,” as it is also referred to herein, will be the parent company of Media General and Meredith and will be named “Meredith Media General Corporation” The voting common stock of Meredith Media General is expected to be listed for trading on the NYSE under the symbol “[●].”

 

New Holdco’s office is located at 333 E. Franklin Street, Richmond, Virginia 23219 (telephone number: (804) 887-5000).

 

Montage Merger Sub 1, Inc.

 

Merger Sub 1 is a Virginia corporation and a direct, wholly owned subsidiary of New Holdco. Merger Sub 1 was formed solely for the purpose of consummating the merger of Merger Sub 1 with and into Media General, as provided for in the merger agreement. Merger Sub 1 has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transaction contemplated by the merger agreement.

 

Merger Sub 1’s office is located at 333 E. Franklin Street, Richmond, Virginia 23219 (telephone number: (804) 887-5000).

 

Montage Merger Sub 2, Inc.

 

Merger Sub 2 is an Iowa corporation and a direct, wholly owned subsidiary of New Holdco. Merger Sub 2 was formed solely for the purpose of consummating the merger of Merger Sub 2 with and into Meredith, as provided for in the merger agreement. Merger Sub 2 has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transaction contemplated by the merger agreement.

 

Merger Sub 2’s office is located at 333 E. Franklin Street, Richmond, Virginia 23219 (telephone number: (804) 887-5000).

 

The Transaction (Page[])

 

On September 7, 2015, Media General entered into the merger agreement with Meredith, Merger Sub 1, Merger Sub 2 and New Holdco. The merger agreement provides for a business combination of Media General and Meredith by means of a two-step merger process described below. As a result of the Media General Merger and the Meredith Merger, Media General and Meredith will be owned by Meredith Media General.

 

 

 
2

 

 

In the Media General Merger, Merger Sub 1will merge with and into Media General, with Media General continuing as the surviving corporation. The Meredith Merger will occur immediately following the Media General Merger. In the Meredith Merger, Merger Sub 2 will merge with and into Meredith, with Meredith continuing as the surviving corporation.

 

In the Media General Merger, each share of Media General voting common stock and Media General non-voting common stock will automatically be converted into one share of New Holdco voting common stock or New Holdco non-voting common stock, as applicable. In the Meredith Merger, each share of Meredith common stock and Meredith Class B stock will automatically be converted into the right to receive $34.57 in cash and 1.5214 shares of New Holdco voting common stock.

 

Each share of New Holdco common stock will be issued in accordance with, and subject to the rights and obligations of, the Articles of Incorporation of Meredith Media General, which will be identical to the Articles of Incorporation of Media General (other than the name of the corporation) immediately prior to the effective time of the Media General Merger. However, shortly prior to the Media General Merger, the amendments to Media General’s Articles of Incorporation shown in Annex B attached hereto will be adopted by amending and restating Media General’s Articles of Incorporation in their entirety to be in the form as filed as an exhibit to the registration statement to which this joint prospectus/proxy statement relates, but only if the MG amendment proposal is approved by the Media General shareholders at the Media General special meeting or any adjournment thereof. As such, these amendments to the Media General Articles of Incorporation will be reflected in the Articles of Incorporation of Meredith Media General. For a comparison of the rights and privileges of a holder of shares of Meredith Media General common stock as compared to a holder of shares of Meredith common stock and a holder of Media General common stock, please see “Comparison of Shareholder Rights” beginning on page [●].

  

Upon completion of the transaction, New Holdco will be renamed “Meredith Media General Corporation” and its voting common stock is expected to be listed for trading on the NYSE under the ticker symbol, “[●].” It is currently expected that the former Media General shareholders will hold approximately 65%, and the former Meredith shareholders will hold approximately 35%, of the fully diluted shares of common stock of Meredith Media General, calculated on a fully diluted basis, immediately following the closing of the transaction. Immediately following the closing of the transaction, Meredith Media General will take steps to restructure its holding of its subsidiaries such that Meredith will be a direct, wholly owned subsidiary of LIN Television, a wholly owned subsidiary of Media General. We refer to this restructuring as the “subsidiary restructuring.” The structure of the transaction, including the result of the subsidiary restructuring, is depicted below:

 

 

 
3

 

 

 

 
4

 

 

As shown below, Meredith Media General is expected to own or operate television stations in 54 markets following the completion of the transaction. Media General and Meredith each currently own full power broadcast stations in six DMAs ((i) Portland, Oregon; (ii) Nashville, Tennessee; (iii) Hartford-New Haven, Connecticut; (iv) Greenville-Spartanburg, South Carolina and Asheville, North Carolina; (v) Mobile, Alabama and Pensacola, Florida; and (vi) Springfield-Holyoke, Massachusetts), which we refer to as the “Overlap Markets,” as shown below. In order to obtain the necessary regulatory approvals for the transaction, Media General and Meredith expect that either Media General or Meredith will divest a television station in each of these Overlap Markets. At this time, neither Media General nor Meredith has entered into any agreement to swap or sell any of the television stations in the Overlap Markets.

 

 

Media General’s Reasons for the Transaction and Recommendation of Media General’s Board of Directors (Page [])

 

Media General’s board of directors has determined that the merger agreement and the transaction contemplated by the merger agreement are advisable, fair to and in the best interests of Media General and its shareholders, and adopted and approved the merger agreement and the related transaction agreements and documents. The board of directors of Media General recommends that holders of Media General voting common stock vote “FOR” the MG share issuance proposal and “FOR” the MG amendment proposal.

 

The Media General board of directors considered many factors in making its determination that the merger agreement and the transaction contemplated by the merger agreement are advisable, fair to and in the best interests of Media General and its shareholders. For a more complete discussion of these factors, see “The Transaction — Media General’s Reasons for the Transaction and Recommendation of Media General’s Board of Directors” beginning on page [●].

 

Meredith’s Reasons for the Transaction and Recommendation of Meredith’s Board of Directors (Page [])

 

Meredith’s board of directors has determined that the merger agreement and the transaction contemplated thereby, including the Meredith Merger, taking into consideration the effect on Meredith’s shareholders as well as certain other community interests, are advisable, fair to and in the best interests of Meredith and its shareholders, and unanimously approved, adopted and declared advisable the merger agreement and the transaction contemplated thereby, including the Meredith Merger. For information on the factors considered by Meredith’s board of directors in reaching its decision to approve the merger agreement and the related transaction agreements and documents, see “The Transaction — Meredith’s Reasons for the Transaction and Recommendation of Meredith’s Board of Directors” beginning on page [●]. The Meredith board of directors unanimously recommends that holders of shares of Meredith common stock and Meredith Class B stock vote “FOR” the Meredith merger proposal and “FOR” the Meredith compensation proposal.

 

Opinion of Media General’s Financial Advisor (Page [])

  

In connection with the transaction, Media General’s financial advisor, RBC Capital Markets, LLC, which we refer to as “RBC Capital Markets,” delivered a written opinion, dated September 4, 2015, to Media General’s board of directors as to the fairness, from a financial point of view and as of such date, to Media General of the Meredith merger consideration provided for in the Meredith Merger. The full text of RBC Capital Markets’ written opinion, dated September 4, 2015, is attached as Annex C to this joint proxy statement/prospectus and sets forth, among other things, the procedures followed, assumptions made, factors considered and qualifications and limitations on the review undertaken by RBC Capital Markets in connection with its opinion. RBC Capital Markets delivered its opinion to Media General’s board of directors for the benefit, information and assistance of Media General’s board of directors (in its capacity as such) in connection with its evaluation of the transaction. RBC Capital Markets’ opinion addressed only the Meredith merger consideration from a financial point of view to Media General and did not address any other aspect of the transaction or any related transactions. RBC Capital Markets’ opinion also did not address the underlying business decision of Media General to engage in the transaction or related transactions or the relative merits of the transaction or related transactions compared to any alternative business strategy or transaction that might be available to Media General or in which Media General might engage. RBC Capital Markets does not express any opinion and does not make any recommendation to any shareholder as to how such shareholder should vote or act with respect to any proposal to be voted upon in connection with the transaction, any related transactions or otherwise.

 

Opinion of Meredith’s Financial Advisor (Page [])

  

In connection with the transaction, Meredith’s financial advisor, Moelis & Company LLC, which we refer to as “Moelis,” delivered an oral opinion, which was confirmed by delivery of a written opinion, dated September 7, 2015, addressed to the Meredith board of directors, to the effect that, as of the date of the opinion and based upon and subject to the assumptions made, procedures followed, matters considered and limitations set forth in the opinion, the Meredith merger consideration to be received by holders of Meredith common stock and Meredith Class B stock was fair from a financial point of view to such holders, other than the Excluded Holders (as defined below in the description of Moelis’ opinion).  The full text of Moelis’ written opinion, dated September 7, 2015, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached to this joint proxy statement/prospectus as Annex D and is incorporated herein by reference.  Meredith shareholders are urged to read Moelis’ written opinion carefully and in its entirety. Moelis’ opinion was provided for the use and benefit of the Meredith board of directors (in its capacity as such) in its evaluation of the transaction. Moelis’ opinion is limited solely to the fairness, from a financial point of view, of the Meredith merger consideration to the holders of Meredith common stock and Meredith Class B stock (other than the Excluded Holders) and does not address Meredith’s underlying business decision to effect the transaction or the relative merits of the transaction as compared to any alternative business strategies or transactions that might be available with respect to Meredith.  Moelis’ opinion does not constitute a recommendation to any shareholder of Meredith as to how such shareholder should vote or act with respect to the transaction or any other matter.

 

 
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Key Terms of the Merger Agreement (Page [])

 

Conditions to the Closing of the Transaction

 

As more fully described in this joint proxy statement/prospectus and as set forth in the merger agreement, the closing of the transaction depends on a number of conditions being satisfied or waived. These conditions include:

 

 

receipt of Media General shareholder approval of the MG share issuance proposal and the MG amendment proposal;

 

 

the filing and effectiveness of the amendment to the Articles of Incorporation of Media General contemplated by the MG amendment proposal;

 

 

receipt of Meredith shareholder approval of the Meredith merger proposal;

 

 

the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which we refer to as the “HSR Act”;

 

 

the grant by the FCC of its consent to the transfer of control of the broadcast licensee subsidiaries of Media General and of Meredith and its broadcast subsidiaries in connection with the transaction;

 

 

the absence of any order or injunction in effect issued by a U.S. federal or state court of competent jurisdiction preventing the consummation of the transaction;

 

 

either Meredith shall have divested WALA-TV, which it purchased from Media General in December 2014 in connection with the closing of the LIN merger, to a person that is not a party to the merger agreement, such that the consummation of the transaction will not involve the acquisition by Media General of any part of WALA-TV, or the restrictions set forth in the final judgment entered by the United States District Court for the District of Columbia in United States v. Media General, Inc. and LIN Media, LLC, in case no. 14-cv-1823, dated January 13, 2015, relating to Media General’s reacquisition of WALA-TV shall have ceased to be in effect;

 

 

the effectiveness of a registration statement on Form S-4 registering the shares of New Holdco common stock to be issued to the Media General shareholders and Meredith shareholders in connection with the transaction;

 

 

the listing on the NYSE of the shares of New Holdco voting common stock to be issued to the Media General shareholders in the Media General Merger and to Meredith shareholders in the Meredith Merger, subject to official notice of issuance;

 

 

the receipt of third party consents under certain of Media General’s and Meredith’s material contracts;

 

 

the accuracy of each party’s representations and warranties in the merger agreement (generally subject to a material adverse effect standard);

 

 

receipt by each of Media General and Meredith of a written opinion from its tax counsel to the effect that for U.S. federal income tax purposes the Media General Merger and the Meredith Merger, taken together, will qualify as a transaction described in Section 351 of the Code;

 

 

no material adverse effect with respect to the other party has occurred since the date of the merger agreement; and

 

 

the performance in all material respects by each party of all obligations required to be performed by it under the merger agreement.

 

 
6

 

 

If permitted under applicable law, either of Media General or Meredith may waive a condition for its own respective benefit and consummate the transaction even though one or more of these conditions has not been satisfied. Media General and Meredith cannot be certain when, or if, the conditions to the merger agreement will be satisfied or waived, or when or whether the transaction will be completed. 

 

No Solicitation 

 

As more fully described in this joint proxy statement/prospectus and as set forth in the merger agreement, Media General and Meredith have agreed, among other things:

 

 

not to solicit, initiate, knowingly encourage or knowingly facilitate alternative acquisition proposals from third parties; and

 

 

subject to certain exceptions, not to engage in any discussions or negotiations with any third parties regarding alternative acquisition proposals.

 

 Prior to the time that Meredith receives shareholder approval of the Meredith merger proposal:

 

 

the Meredith board of directors may, upon receipt of a bona fide unsolicited acquisition proposal, contact the person making such proposal to clarify the terms and conditions and if the Meredith board of directors determines that such acquisition proposal constitutes a superior offer or could reasonably be expected to lead to a superior offer and that the failure to take certain actions would be reasonably likely to be inconsistent with the Meredith board of directors’ fiduciary duties to Meredith’s shareholders under applicable law, then Meredith may furnish information with respect to Meredith and its subsidiaries to the person making the proposal and participate in discussions or negotiations with such person;

  

 

Meredith may, subject to compliance with certain obligations set forth in the merger agreement, including the payment of a termination fee to Media General, terminate the merger agreement to enter into a definitive agreement to accept a bona fide acquisition proposal that constitutes a superior offer in accordance with the merger agreement, subject to customary notice and matching rights in favor of Media General; and

 

 

the Meredith board of directors may change its recommendation to the Meredith shareholders regarding adopting the merger agreement in response to an intervening event or a superior offer if the Meredith board of directors determines that the failure to do so would be reasonably likely to be inconsistent with its fiduciary duties to Meredith’s shareholders under applicable law, subject in each case to customary notice and matching rights in favor of Media General.

 

Prior to the time that Media General receives shareholder approval of the MG share issuance proposal and the MG amendment proposal:

 

 

the Media General board of directors may, upon receipt of a bona fide unsolicited acquisition proposal, contact the person making such proposal to clarify the terms and conditions and if the Media General board of directors determines that such acquisition proposal constitutes a superior offer or would reasonably be expected to lead to superior offer and that the failure to take certain actions would be reasonably likely to be inconsistent with the Media General board of directors’ fiduciary duties to Media General’s shareholders under applicable law, then Media General may furnish information with respect to Media General and its subsidiaries to the person making the proposal and participate in discussions or negotiations with such person; and

  

 

the Media General board of directors may change its recommendation to the Media General shareholders regarding approval of the transaction in response to an intervening event or a superior offer if the Media General board of directors determines that the failure to do so would be reasonably likely to be inconsistent with its fiduciary duties to Media General’s shareholders under applicable law, subject in each case to customary notice and matching rights in favor of Meredith.

 

 
7

 

 

Subject to the parties’ rights to terminate the merger agreement, including Meredith’s right to terminate the merger agreement as described above, each party has agreed to submit the transaction in the manner described in this joint proxy statement/prospectus to a vote of its shareholders for approval notwithstanding any change in recommendation by its board of directors.

 

Termination of the Merger Agreement 

 

The merger agreement may be terminated at any time prior to the closing in any of the following ways:

 

 

by mutual consent of Media General and Meredith;

 

 

by either Media General or Meredith:

 

 

if any U.S. federal or state court shall have issued a final and nonappealable order permanently enjoining or otherwise prohibiting either of the mergers;

 

 

if the transaction has not been consummated on or before the “outside date,” which is September 7, 2016, subject to an automatic extension to December 6, 2016 in certain circumstances, described in the section entitled "The Transaction - Financing of the Transaction - Debt Commitment" beginning on page [●], if the only outstanding unfulfilled conditions relate to HSR or FCC approval, and subject to an extension, in the event the marketing period has not ended by the last business day prior to the outside date, to the fifth business day following the final date of the marketing period;

 

 

if, after completion of the Media General special meeting (including any adjournment or postponement thereof), the Media General shareholders have not approved the MG share issuance proposal and the MG amendment proposal;

 

 

if, after completion of the Meredith special meeting (including any adjournment or postponement thereof), the Meredith shareholders have not approved the Meredith merger proposal;

 

 

if there has been an uncured breach by the other party of any of the representations and warranties or covenants of the other party in the merger agreement and as a result of such breach the related closing conditions cannot be satisfied by the earlier of (x) 30 days following notice of such breach or (y) the outside date; or

 

 

if the other party fails to consummate the closing within three business days after the day such party is required to consummate the closing under the merger agreement;

 

 

by Media General:

 

 

prior to the approval of the Meredith merger proposal by Meredith’s shareholders, if Meredith breaches or fails to perform in any material respect its no solicitation covenant or its obligations with respect to the Meredith special meeting; or

 

 

prior to the approval of the Meredith merger proposal by Meredith’s shareholders, if Meredith’s board of directors (x) fails to include its recommendation of the Meredith merger proposal in this joint proxy statement/prospectus or changes its recommendation for the Meredith merger proposal, or (y) fails to reaffirm its recommendation of the Meredith merger proposal within ten business days after both an acquisition proposal for Meredith is made public and Meredith receives a written request from Media General to do so; provided that Media General is only entitled to terminate the merger agreement pursuant to clause (x) or (y) within ten business days after the occurrence of such event;

 

 
8

 

 

 

by Meredith:

 

 

prior to the approval of the MG share issuance proposal and the MG amendment proposal by Media General’s shareholders, if Media General breaches or fails to perform in any material respect its no solicitation covenant or its obligations with respect to the Media General special meeting;

 

 

prior to the approval of the MG share issuance proposal and the MG amendment proposal by Media General’s shareholders, if Media General’s board of directors (x) fails to include its recommendation of the MG share issuance proposal and the MG amendment proposal in this joint proxy statement/prospectus or changes its recommendation for the MG share issuance proposal or the MG amendment proposal, or (y) fails to reaffirm its recommendation of the MG share issuance proposal and the MG amendment proposal within ten business days after both an acquisition proposal for Media General is made public and Media General receives a written request from Meredith to do so; provided that Meredith is only entitled to terminate the merger agreement pursuant to clause (x) or (y) within ten business days after the occurrence of such event; or

 

 

prior to the approval of the Meredith merger proposal by Meredith’s shareholders, if the Meredith board of directors determines to enter into a definitive agreement for an unsolicited alternative business combination transaction that the board of directors of Meredith determines to be superior to the transaction, so long as Meredith complies with certain notice and other requirements set forth in the merger agreement.

 

Termination Fee

 

Media General would be required to pay Meredith:

 

 

a $60 million termination fee if it consummates an alternative business combination transaction within one year after termination of the merger agreement or enters into an agreement for such a transaction within one year after termination of the merger agreement and that transaction is consummated; and

 

(i) an acquisition proposal in respect of Media General is made public (and not withdrawn) at or prior to Media General’s special meeting and the merger agreement is terminated due to the failure of Media General’s shareholders to approve the MG share issuance proposal and the MG amendment proposal; or

 

(ii) the merger agreement is terminated due to the transaction not being consummated by the outside date and an acquisition proposal in respect of Media General is made public (and not withdrawn) prior to such termination and Media General’s shareholders failed to approve the MG share issuance proposal and the MG amendment proposal at the special meeting; or

 

 

a $15 million termination fee if Media General’s shareholders do not approve the MG amendment and the MG share issuance proposal at a shareholder meeting held for such purpose.  If paid, the $15 million termination fee would be credited against any $60 million termination fee that Media General subsequently is required to pay Meredith.

 

Meredith would be required to pay Media General:

 

 

a $60 million termination fee if, prior to Meredith’s special meeting, Meredith terminates the merger agreement to enter into a definitive agreement to accept a superior offer;

 

 

a $60 million termination fee if it consummates an alternative business combination transaction within one year after termination of the merger agreement or enters into an agreement for such a transaction within one year after termination of the merger agreement and that transaction is consummated; and

 

(i) an acquisition proposal in respect of Meredith is made public (and not withdrawn) at or prior to Meredith’s special meeting and the merger agreement is terminated due to the failure of Meredith’s shareholders to approve the Meredith merger proposal; or

 

(ii) the merger agreement is terminated due to the transaction not being consummated by the outside date and an acquisition proposal in respect of Meredith is made public (and not withdrawn) prior to such termination and Meredith’s shareholders failed to approve the Meredith merger proposal at the special meeting; or

 

 

a $15 million termination fee if Meredith’s shareholders do not approve the Meredith merger proposal at a shareholder meeting held for such purpose. If paid, the $15 million termination fee would be credited against any $60 million termination fee that Meredith subsequently is required to pay Media General.

 

 
9

 

 

In no case will either Media General or Meredith be required to pay to Meredith or Media General, as applicable, a termination fee in excess of $60 million.

 

Listing of New Holdco Voting Common Stock (Page [])

  

Meredith Media General intends to apply to list the shares of New Holdco voting common stock to be issued to the shareholders of Media General in the Media General Merger and to the shareholders of Meredith in the Meredith Merger on the NYSE under the symbol “[●].”

 

Delisting and Deregistration of Meredith Common Shares (Page [])

 

Meredith common stock is listed and trades on the NYSE under the symbol “MDP.” Following the completion of the transaction, Meredith common stock will be delisted from the NYSE and deregistered under the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act,” and will cease to be publicly traded. Meredith Class B stock is not listed or publicly traded but is registered under the Exchange Act. Following the completion of the transaction, Meredith Class B stock will be deregistered under the Exchange Act. In addition, the Media General voting common stock will be deregistered under the Exchange Act, will be delisted from the NYSE and will cease to be publicly traded.

 

Voting Agreements (Page []) 

  

In connection with the execution of the merger agreement, Standard General Fund, L.P. and Standard General Communications, LLC, which we refer to as the “SG shareholders,” have entered into a voting and support agreement with Media General and Meredith, pursuant to which, prior to the earlier of completion of the Meredith Merger or the termination of the merger agreement (or during the 180 days after termination of the merger agreement under certain circumstances), the SG shareholders have agreed to vote the shares of Media General voting common stock owned by them (i) in favor of the approval and adoption of the MG share issuance proposal, the MG amendment proposal and the other transactions contemplated by the merger agreement and (ii) against other acquisition proposals (including the Nexstar December 20 proposal and any subsequent proposal by Nexstar) and certain other actions and transactions, including voting any shares they then hold against an alternative acquisition proposal (including the Nexstar December 20 proposal and any subsequent proposal by Nexstar) during the 180 days after termination of the merger agreement under certain circumstances, as further described in “The Agreements — Description of the Standard General Voting Agreement” beginning on page [●]. The SG shareholders have also agreed not to transfer any of the Media General voting common stock held by them prior to the earlier of the date the MG share issuance proposal and the MG amendment proposal are approved by the shareholders of Media General and the termination of the merger agreement, and to refrain from solicitation of other acquisition proposals prior to the earlier of the completion of the Media General Merger or the termination of the merger agreement (or during the 180 days after termination of the merger agreement under certain circumstances). The SG shareholders hold approximately 14.5% of the outstanding shares of Media General common stock as of the record date.

  

Also in connection with the execution of the merger agreement, Dianna Mell Meredith Frazier and Edwin T. Meredith, IV, which we refer to as the “Meredith supporting shareholders,” have entered into a voting and support agreement with Media General, New Holdco and Meredith, pursuant to which, prior to the earlier of the completion of the Meredith Merger or the termination of the merger agreement, the Meredith supporting shareholders have agreed to vote with respect to the Meredith Class B stock and Meredith common stock owned by them (i) in favor of the approval and adoption of the Meredith merger proposal and the other transaction contemplated by the merger agreement and (ii) against other acquisition proposals and certain other actions and transactions, as described in the voting agreement. The Meredith supporting shareholders also agreed to certain transfer restrictions with respect to their Meredith common shares and to refrain from solicitation of other acquisition proposals prior to the earlier of the completion of the Meredith Merger or the termination of the merger agreement. See “The Agreements — Description of the Meredith Shareholders’ Voting Agreement” beginning on page [●] for more detail. The Meredith supporting shareholders collectively control approximately 63% of the outstanding Meredith Class B stock and less than 1% of the outstanding Meredith common stock as of the record date.

 

 
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Financing of the Transaction (Page []) 

 

Pursuant to the merger agreement, Meredith agreed to use reasonable best efforts to provide to Media General such cooperation in connection with the transaction financing as may be reasonably requested by Media General. On September 7, 2015, in connection with signing the merger agreement, Media General entered into a commitment letter, which we refer to as the “debt commitment,” with Royal Bank of Canada, which we refer to as “RBC,” JPMorgan Chase Bank, N.A., which we refer to as “JPM,” and certain of their respective affiliates for a commitment with respect to the financing required by Media General to consummate the transaction. The financing under the debt commitment, the availability of which is contingent on the satisfaction of certain conditions, including the closing of the transaction, provides for credit facilities in an aggregate principal amount of up to $2.8 billion, consisting of a combination of one or more of the following: (i) a senior secured term B loan facility incurred as an incremental term B facility under Media General’s existing senior secured bank term credit facility and (ii) a senior unsecured bridge facility. Each of the facilities will bear interest at LIBOR plus an applicable margin. The term B loan facility will be secured by liens on substantially all of Media General’s assets and will be guaranteed by Media General, Meredith Media General and its wholly owned domestic subsidiaries. Various economic terms of the debt financing are subject to change in the process of syndication, and also the closing of the debt financing is subject to early escrow under certain circumstances. RBC will also use commercially reasonable efforts to arrange a $200 million incremental revolving credit commitment in respect of Media General’s existing senior secured revolving credit facility. On October 8, 2015, the debt commitment was amended and restated to join the following financial institutions with RBC and JPM as commitment parties in connection with the financing for the transaction: The Bank of Tokyo-Mitsubishi UJF, Ltd.; Capital One, N.A.; Citizens Bank, N.A.; SunTrust Bank; SunTrust Robinson Humphrey, Inc. and Fifth Third Bank. On December 3, 2015, the debt commitment was further amended and restated to allocate the $2.8 billion committed amount between the senior secured term B loan facility and the senior unsecured bridge facility as follows: $1.8 billion for the senior secured term B loan facility and $1.0 billion for a senior unsecured bridge facility. In connection with the transaction, it is currently expected that substantially all of Meredith’s outstanding third-party indebtedness will be repaid or satisfied at or prior to the closing date, and the $275 million aggregate principal amount of LIN Television’s 6.375% Senior Notes due 2021, which we refer to as the “Media General 2021 Notes,” will also be repaid. See “The Transaction – Financing of the Transaction” beginning on page [●].

 

Regulatory Approvals (Page []) 

  

The closing of the transaction is conditioned on the expiration or termination of the waiting period under the HSR Act, and receipt from the FCC of consent to the transfer of control of the broadcast licensee subsidiaries of Media General and of Meredith and its broadcast subsidiaries in connection with the transaction. On October 21, 2015, Media General and Meredith received a Request for Additional Information, which we refer to as a “Second Request,” from the Antitrust Division of the U.S. Department of Justice, which we refer to as the “Antitrust Division.” The effect of the Second Request is to extend the waiting period imposed by the HSR Act until thirty days after both Media General and Meredith substantially comply with the request, unless that period is extended voluntarily by the parties or terminated sooner by the Antitrust Division. Also, the deadline for filing petitions to deny FCC consent was October 28, 2015, and no such petitions were filed. For additional information relating to the regulatory approvals, see “The Transaction – Regulatory Approvals” beginning on page [●], and “The Agreements – Description of the Merger Agreement – Efforts to Consummate the Transaction” beginning on page [●].

 

 
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Material U.S. Federal Income Tax Consequences of the Mergers (Page [])

 

Media General and Meredith intend that the Media General Merger and the Meredith Merger, taken together, will qualify as a transaction described in Section 351 of the Code. The obligation of Media General to complete the mergers is conditioned upon the receipt by Media General of an opinion from Fried, Frank, Harris, Shriver & Jacobson LLP, counsel to Media General, to the effect that for U.S. federal income tax purposes the Media General Merger and the Meredith Merger, taken together, will qualify as a transaction described in Section 351 of the Code. The obligation of Meredith to complete the mergers is conditioned upon the receipt by Meredith of an opinion from McDermott Will & Emery LLP, counsel to Meredith, to the effect that for U.S. federal income tax purposes the Media General Merger and the Meredith Merger, taken together, will qualify as a transaction described in Section 351 of the Code. Subject to the limitations and qualifications described in “Material U.S. Federal Income Tax Consequences of the Mergers” beginning on page [], the U.S. federal income tax consequences of the mergers to U.S. holders (as defined herein) of Media General common stock or Meredith common shares generally will be as described below.

 

 

U.S. holders of Media General common stock will not recognize gain or loss upon the exchange of their Media General common stock for New Holdco common stock in the Media General Merger.

 

 

U.S. holders of Meredith common shares will recognize gain (but not loss) in an amount equal to the lesser of (1) the amount by which the sum of the fair market value of the New Holdco common stock and the amount of cash received by such holder in exchange for its Meredith common shares exceeds the holder’s adjusted basis in its Meredith common shares, and (2) the amount of cash (other than cash received instead of a fractional share interest in New Holdco common stock) received by such holder in exchange for its Meredith common shares.

 

The treatment of any cash received by a holder of Meredith common shares instead of a fractional share interest in New Holdco common stock is discussed in “Material U.S. Federal Income Tax Consequences of the Mergers – Tax Consequences to U.S. Holders of Media General Common Stock and Meredith Common Shares – Cash Received Instead of a Fractional Share of New Holdco Common Stock” beginning on page [].

 

For a more detailed summary of the material U.S. federal income tax consequences of the mergers, see “Material U.S. Federal Income Tax Consequences of the Mergers” beginning on page [].  

 

Officers and Directors of Meredith Media General after the Transaction (Page [])

 

Upon the closing of the transaction:

 

 

the board of directors of Meredith Media General will be comprised of 12 members, eight of whom will be designated by Media General and four of whom will be designated by Meredith;

     
 

Stephen M. Lacy, the current President and Chief Executive Officer of Meredith, will be the President and Chief Executive Officer of Meredith Media General and will be one of the four directors designated by Meredith;

     
 

Joseph Ceryanec, the current Chief Financial Officer of Meredith, will become the Chief Financial Officer of Meredith Media General; and

     
 

J. Stewart Bryan III, the current Chairman of Media General, will serve as Chairman of Meredith Media General and will be one of the eight directors designated by Media General.

 

For a further description of the governance of Meredith Media General following the closing of the transaction, see “Description of Meredith Media General Capital Stock” beginning on page [●], “Comparison of Shareholders Rights” beginning on page [●] and “The Agreements – Description of the Merger Agreement – Directors and Officers of Meredith Media General” beginning on page [●].

 

 
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Interests of Media General’s Directors and Officers in the Transaction (Page [])

 

In considering the recommendation of the Media General board of directors, Media General shareholders should be aware that certain of Media General’s executive officers and directors may have interests in the transaction that are different from, or in addition to, those of Media General’s shareholders generally. These interests may present such executive officers and directors with actual or potential conflicts of interest. The Media General board of directors was aware of these interests during its deliberations on the merits of the transaction and in deciding to recommend that Media General shareholders vote for the MG share issuance, MG amendment and MG adjournment proposals. For additional information on the interests of Media General’s directors and officers in the transaction, see “The Transaction – Interests of Media General’s Directors and Officers in the Transaction” beginning on page [●].

 

Interests of Meredith’s Directors and Officers in the Transaction (Page [])

 

In considering the recommendation of the Meredith board of directors, Meredith shareholders should be aware that certain of Meredith’s executive officers and directors may have interests in the transaction that are different from, or in addition to, those of Meredith’s shareholders generally. These interests may present such executive officers and directors with actual or potential conflicts of interest. The Meredith board of directors was aware of these interests during its deliberations on the merits of the transaction and in deciding to recommend that Meredith shareholders vote for the Meredith merger proposal and the Meredith compensation proposal. For additional information on the interests of Meredith’s directors and officers in the transaction, see “The Transaction – Interests of Meredith’s Directors and Officers in the Transaction” beginning on page [●].

 

Voting by Media General’s Directors and Executive Officers (Page [])

 

As of the record date, the directors and executive officers of Media General beneficially owned, in the aggregate, [●] shares (or approximately [●]%) of the Media General voting common stock. For additional information regarding the votes required to approve the proposals to be voted on at the Media General special meeting, see “The Media General Special Meeting – Vote Required” beginning on page [●]. The directors and executive officers of Media General holding approximately [●] shares (or approximately [●]%) of Media General voting common stock have informed Media General that they currently intend to vote all of their shares for the proposals to be voted on at the Media General special meeting. In addition, pursuant to the SG voting agreement, the SG shareholders, who collectively hold approximately 14.5% of the outstanding shares of voting common stock of Media General as of the record date, agreed to vote their shares in favor of the MG share issuance proposal and the MG amendment proposal. For additional information regarding the SG voting agreement, see “The Agreements – Description of the Media General Shareholders’ Voting Agreement” beginning on page [●].

 

Voting by Meredith’s Directors and Executive Officers (Page[])

 

As of the record date, the directors and executive officers of Meredith beneficially owned, in the aggregate, [●] shares of Meredith common stock and [] shares of Meredith Class B stock, representing approximately [●]% of the voting power of Meredith common stock voting as a separate class, [●]% of the voting power of Meredith Class B stock voting as a separate class, and [●]% of the combined voting power of Meredith common shares. For additional information regarding the votes required to approve the proposals to be voted on at the Meredith special meeting, see “The Meredith Special Meeting” beginning on page [●]. The directors and executive officers of Meredith have informed Meredith that they currently intend to vote all of their Meredith common stock and Meredith Class B stock for the proposals to be voted on at the Meredith special meeting. In addition, pursuant to the Meredith voting agreement, the Meredith supporting shareholders, who collectively control less than 1% of the issued and outstanding Meredith common stock and approximately 63% of the issued and outstanding Meredith Class B stock (representing approximately 45.8 % of the voting power when voting together as a single class) as of the record date, agreed to vote their Meredith common stock and Meredith Class B stock in favor of the Meredith merger proposal and all other transactions contemplated by the merger agreement. For additional information regarding the voting agreements, see “The Agreements – Description of the Meredith Shareholders’ Voting Agreement” beginning on page [●].

 

 
13

 

 

Appraisal Rights (Page []) 

 

Media General

 

Media General shareholders will not have appraisal rights under the VSCA with respect to the Media General Merger.

 

Meredith

 

Pursuant to the Iowa Business Corporation Act, which we refer to as the “IBCA,” the holders of each share of Meredith Class B stock are entitled to rights of appraisal under Section 490.1302 of the IBCA, in connection with the Meredith Merger with respect to their Meredith Class B stock. Holders of Meredith common stock are not entitled to appraisal rights under the IBCA in connection with the transaction with respect to those shares.

 

For a summary of the material provisions of Sections 490.1302 through 490.1331 of the IBCA required to be followed by holders of Meredith Class B stock wishing to demand appraisal rights with respect to their Meredith Class B stock, please read the section titled “Appraisal Rights” beginning on page [●].

 

Litigation Related to the Transaction (Page [])

 

Between September 21 and October 21, 2015, four purported shareholders of Meredith filed putative class action lawsuits in Iowa state and federal court against Meredith, members of the Meredith board of directors, New Holdco, Merger Sub 1, Merger Sub 2 and Media General. The three state court cases are captioned Agans v. Meredith Corporation, et al., Case No. 05771 EQCE078935, Sneed v. Meredith Corporation, et al., Case No. 05771 EQCE079057, and Martin v. Meredith Corporation, et al., Case No. 05771 CVCV050706 were all filed in Polk County, Iowa and the federal case is captioned Mundy v. Lacy, et al., Case No. 4:15-cv-00371 (U.S. District Court for the Southern District of Iowa).

 

The complaints in all four cases generally allege that the individual defendants breached their fiduciary duties to the plaintiffs and the putative class by failing to properly value Meredith, failing to take steps to maximize the value of Meredith, and approving deal protection provisions in the merger agreement. In addition, the plaintiffs in the Mundy litigation have filed an amended complaint that also alleges that Meredith and the individual defendants caused the filing of a false and misleading registration statement, and assert claims under Sections 14(a) and 20(a) of the Exchange Act and SEC Rule 14a-9 related to the filing of the registration statement. The plaintiffs also claim that Media General, New Holdco, Merger Sub 1 and Merger Sub 2 aided and abetted the individual defendants’ breaches. The complaints generally seek a declaration that the cases should be maintained as a class action, an injunction enjoining the transaction, rescission of the merger agreement, the creation of a constructive trust, and an award of attorneys’ fees, expert fees and costs.

 

Meredith and Media General believe that the claims asserted in each of these actions are without merit and intend to defend each of them vigorously.

 

 
14

 

 

MEDIA GENERAL SELECTED HISTORICAL FINANCIAL DATA

  

Set forth below are selected consolidated financial data for Media General. On December 19, 2014, which we refer to as the “LIN closing date,” old Media General, Inc., now known as MGOC, Inc., which we refer to as “Old Media General,” and LIN were combined in the LIN merger. As a result of the LIN merger, Media General, formerly known as Mercury New Holdco, Inc., became the parent public-reporting company of the combined company; LIN Television became a direct, wholly owned subsidiary of Media General and Old Media General became a direct, wholly owned subsidiary of LIN Television and an indirect, wholly owned subsidiary of Media General. Also on the LIN closing date, Media General, through its wholly owned subsidiaries, completed the sale of the following television stations: (i) WJAR-TV in Providence, Rhode Island; (ii) WLUK-TV and WCWF-TV in Green Bay-Appleton, Wisconsin; (iii) certain assets of WTGS-TV in Savannah, Georgia; (iv) WVTM-TV in Birmingham, Alabama; (v) WJCL-TV in Savannah, Georgia; and (vi) WALA-TV in Mobile, Alabama. It also completed the purchase of the following television stations: (i) KXRM-TV and KXTU-LD in Colorado Springs, Colorado, (ii) WTTA-TV in Tampa, Florida and (iii) WHTM-TV in Harrisburg, Pennsylvania.

 

On November 12, 2013, Media General and Young were combined in the Young merger. Although Old Media General was the legal acquirer of Young in the transaction, the transaction was accounted for as a reverse merger, whereby Young acquired Old Media General for accounting purposes only. Consequently, the consolidated financial statements of Old Media General, which we refer to for this purpose as “Legacy Media General,” the legal acquirer and the continuing public corporation in the transaction, have been prepared with Young as the surviving entity but named Media General, Inc. Accordingly, prior period financial information presented for Media General in the consolidated financial statements reflects the historical activity of Young for all periods through the date of the consummation of the Young merger.

  

The financial statement data as of and for the years ended December 31, 2014 and December 31, 2013 are derived from Media General’s audited financial statements that are incorporated by reference into this joint proxy statement/prospectus from Media General’s Annual Report on Form 10-K for the year ended December 31, 2014 and reflect the operating results of LIN from the LIN closing date through December 31, 2014, and the results of Young from January 1, 2013 to November 11, 2013, and the results of the combined Media General and Young from November 12, 2013 through December 31, 2013. The financial statement data for the year ended December 31, 2012 are derived from the audited financial statements of Media General and are incorporated by reference into this joint proxy statement/prospectus from Media General’s Annual Report on Form 10-K for the year ended December 31, 2014, which financial statements reflect the historical results of Young for those periods. The financial statement data as of December 31, 2012 and 2011 and for the year ended December 31, 2011, as of and for the six months ended December 31, 2010, as of and for the six months ended June 30, 2010, are derived from the audited financial statements of Media General, which financial statements are not included in or incorporated by reference into this joint proxy statement/prospectus and reflect the historical results of Young for those periods. Earnings per share was not previously presented in the audited financial statements of Young but is included for the successor periods below for comparison purposes.

 

The financial statement data as of and for the nine months ended September 30, 2015, and for the nine months ended September 30, 2014, are derived from Media General’s unaudited financial statements that are incorporated by reference into this joint proxy statement/prospectus from Media General’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015. The financial statement data of Media General as of September 30, 2014 are derived from Media General’s unaudited financial statements not included in or incorporated by reference into this joint proxy statement/prospectus.

 

The financial data provided below is only a summary, and you should read it in conjunction with the historical consolidated financial statements of Media General and the related notes contained in its annual and quarterly reports and the other information that Media General has previously filed with the SEC and which is incorporated into this joint proxy statement/ prospectus by reference. See “Incorporation of Certain Documents by Reference” beginning on page [●] and “Where You Can Find More Information” beginning on page [●].

 

 
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      Successor       Predecessor  
                                                                 
                                                                 
                                                                 
     

For the Nine
Months 
Ended
September
30, 2015

     

For the Nine Months Ended 

September 30, 2014

     

For the 

Year Ended 

December 31, 2014

     

For the

Year Ended

December 31, 2013

     

For the

Year Ended

December 31, 2012

     

For the

Year Ended

December 31, 2011

     

For the Six Months Ended December 31, 2010

     

For the Six

Months Ended June 30, 2010

 
(In thousands, except per share amounts)

Statement of Operations Data:

                                                               

Net operating revenue

  $ 938,993     $ 458,253     $ 674,963     $ 269,912     $ 228,183     $ 174,520     $ 103,187     $ 84,307  

Operating income

    27,057       76,472       115,104       33,827       55,493       21,304       25,108       13,497  

Net income (loss) attributable to Media General(1)

    (54,291 )     25,566       53,506       6,140       35,921       103,924       15,091       609,627  

Net earnings per common share (basic)(2)

    (0.42 )     0.29       0.59       0.11       0.82       1.91       0.28       -  

Net earnings per common share (assuming dilution) (2)

    (0.42 )     0.29       0.58       0.10       0.53       1.14       0.17       -  

Other Financial Data:

                                                               

Total current assets

    378,491       155,922       524,544       203,296       72,587       95,901       84,441       -  

Total assets (3)

    4,462,165       1,908,553       4,742,774       1,921,368       483,197       510,601       464,232       -  

Total current liabilities, excluding current portion of long-term debt and capital lease obligations

    181,322       95,638       175,685       68,622       34,169       24,633       28,702       -  

Long-term debt, including current portion and capital lease obligations(4)

    2,249,895       907,414       2,427,627       918,309       154,462       82,587       75,758       -  

Cash dividends per share

    -       -       -       -       -       -       -       -  

  

The predecessor period represents the financial information of Young Broadcasting Inc. prior to July 1, 2010. The successor periods represent the financial information of Young on or after July 1, 2010 (after the application of fresh-start reporting) until the completion of the Young merger on November 12, 2013. Operating results for 2014 include the results of LIN for the period December 19, 2014 (the date of completion of the LIN merger) through December 31, 2014.

  

(1)

In 2009, Young Broadcasting Inc. filed for Chapter 11 bankruptcy protection as a result of the continuing deterioration of economic conditions. During the six months ended June 30, 2010, Young Broadcasting Inc. recorded $609 million in gains as a result of reorganization items and fresh start accounting adjustments related to the bankruptcy. In 2011, Young Broadcasting Inc. released the valuation allowance on its deferred tax assets in the amount of $96.8 million.

 

(2)

Earnings per share has been adjusted to reflect Young shares multiplied by the exchange ratio of 730.6171 shares of Media General for each share and share equivalent of Young. Periods before bankruptcy for the predecessor are not meaningful.

 

(3)

Total assets increased by $137 million from December 31, 2009 to December 31, 2010 due to the step up to fair value of Young’s assets and liabilities as a result of the application of fresh start accounting as of June 30, 2010, upon Young's emergence from bankruptcy. Total assets as of December 31, 2013 include the impact of the Young merger. Total assets as of December 31, 2014 reflect the LIN merger.

 

(4)

In 2010, Young Broadcasting Inc. extinguished $822 million of long-term debt as a result of the Chapter 11 bankruptcy proceedings. Post-bankruptcy, Young entered into a new $75 million term loan which is included in long-term debt as of December 31, 2010. The increase in long-term debt during 2012 is primarily the result of borrowings under a new $175 million senior credit facility, which was put in place in December 2011. Long-term debt as of December 31, 2013 reflects the impact of the Young merger and the refinancing of the Media General's long-term debt, which included an $885 million term loan under Media General’s existing senior secured credit facility, which we refer to as the “Senior Secured Credit Facility,” and $32 million of term loans. Long term debt as of December 31, 2014 reflects the impact of the LIN merger, including incremental borrowing of $825 million of term loan B under the Senior Secured Credit Facility and the issuance of $400 million aggregate principal amount of LIN Television’s 5.875% Senior Notes due 2022, which we refer to as the “Media General 2022 Notes.”

 

***

 

 
16

 

 

MEREDITH SELECTED HISTORICAL FINANCIAL DATA

  

Set forth below are selected consolidated financial data for Meredith for each of the five years in the period ended June 30, 2015. The financial statement data as of the years ended June 30, 2014 and June 30, 2015 and for the years ended, June 30, 2013, June 30, 2014 and June 30, 2015 are derived from Meredith’s audited financial statements that are incorporated by reference into this joint proxy statement/prospectus from Meredith’s Annual Report on Form 10-K for the year ended June 30, 2015. The financial statement data as of the years ended June 30, 2011, June 30, 2012 and June 30, 2013 and for the years June 30, 2011 and June 30, 2012 are derived from the audited financial statements of Meredith, which financial statements are not included in or incorporated by reference into this joint proxy statement/prospectus. The financial statement data as of and for the three months ended September 30, 2015, and for the three months ended September 30, 2014, are derived from Meredith’s unaudited financial statements that are incorporated by reference into this joint proxy statement/prospectus from Meredith’s Quarterly report on Form 10-Q for the quarterly period ended September 30, 2015. The financial statement data of Meredith as of September 30, 2014 are derived from Meredith’s unaudited financial statements not incorporated by reference into this joint proxy statement/prospectus. See “Incorporation of Certain Documents by Reference” beginning on page [●] and “Where You Can Find More Information” beginning on page [●].

  

   

Three Months Ended

September 30,

    Year Ended June 30,(1)  
    2015     2014     2015     2014     2013     2012     2011(2)  
                                                         
                    (In thousands, except per share data)  

Results of operations

                                                       

Revenues

  $ 384,666     $ 371,184     $ 1,594,176     $ 1,468,708     $ 1,471,340     $ 1,376,687     $ 1,400,480  

Costs and expenses

    340,574       305,563       1,294,260       1,222,265       1,215,156       1,146,590       1,135,644  

Depreciation and amortization

    15,080       12,769       57,804       59,928       45,350       44,326       39,545  

Income from operations

    29,012       52,852       242,112       186,515       210,834       185,771       225,291  

Net interest expense

    (5,313 )     (4,242 )     (19,352 )     (12,176 )     (13,430 )     (12,896 )     (12,938 )

Income taxes

    (12,670 )     (19,245 )     (85,969 )     (60,798 )     (73,754 )     (68,503 )     (80,743 )

Earnings from continuing operations

    11,029       29,365       136,791       113,541       123,650       104,372       131,610  

Discontinued operations

    -       -       -       -       -       -       (4,178 )

Net earnings

  $ 11,029     $ 29,365     $ 136,791     $ 113,541     $ 123,650     $ 104,372     $ 127,432  

Basic per share information

                                                       

Earnings from continuing operations

  $ 0.25     $ 0.66     $ 3.07     $ 2.54     $ 2.78     $ 2.33     $ 2.89  

Discontinued operations

    -       -       -       -       -       -       (0.09 )

Net earnings

  $ 0.25     $ 0.66     $ 3.07     $ 2.54     $ 2.78     $ 2.33     $ 2.80  

Diluted per share information

                                                       

Earnings from continuing operations

  $ 0.24     $ 0.65     $ 3.02     $ 2.50     $ 2.74     $ 2.31     $ 2.87  

Discontinued operations

    -       -       -       -       -       -       (0.09 )

Net earnings

  $ 0.24     $ 0.65     $ 3.02     $ 2.50     $ 2.74     $ 2.31     $ 2.78  

Average diluted shares outstanding

    45,366       45,157       45,323       45,410       45,085       45,100       45,832  

Other per share information

                                                       

Dividends

  $ 0.4575     $ 0.4325     $ 1.7800     $ 1.6800     $ 1.5800     $ 1.4025     $ 0.9700  

Stock price-high

    53.11       50.24       57.22       53.84       48.37       35.00       37.51  

Stock price-low

    39.40       42.69       41.95       40.11       29.27       21.10       28.92  

Financial position

                                                       

Current assets

  $ 520,052     $ 476,024     $ 482,531     $ 493,122     $ 407,692     $ 359,436     $ 333,738  

Working capital (deficit)

    (16,849 )     39,775       (48,470 )     10,019       (48,979 )     (123,150 )     (75,254 )

Total assets

    2,878,978       2,542,590       2,843,282       2,543,800       2,140,059       2,016,299       1,712,829  

Long-term obligations (including current portion)

    841,626       740,630       802,774       723,838       359,185       390,447       208,979  

Shareholders' equity

    946,393       901,199       951,850       891,652       854,296       797,445       774,985  

 

(1) Over the last five fiscal years, Meredith has acquired a number of companies. The results of Meredith’s acquired companies have been included in its consolidated financial statements since their respective dates of acquisition. Long-term obligations include broadcast rights payable and Meredith debt associated with continuing operations.

 

(2) Fiscal 2011 included the operations and related shut-down charges of ReadyMade magazine.

 

***

 

 
17

 

 

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

  

On December 19, 2014, Media General and LIN were combined in the LIN merger. Also on that date, in connection with the LIN merger, Media General and LIN swapped or otherwise divested certain stations.

  

The unaudited pro forma condensed combined financial information for the year ended December 31, 2014 and for the nine months ended and as of September 30, 2015 has been derived from the historical consolidated financial statements of Media General for the year ended December 31, 2014 and for the nine months ended and as of September 30, 2015, the historical consolidated financial statements of LIN Media for the period January 1, 2014 to December 18, 2014, and the historical consolidated financial statements of Meredith for the calendar year ended December 31, 2014 and for the nine months ended and as of September 30, 2015, along with certain adjustments.   

 

Meredith's fiscal year ends on June 30. Therefore the Meredith unaudited historical consolidated financial statement of operations for the calendar year ended December 31, 2014 is derived by combining the first six months of Meredith’s fiscal year 2015 and the last six months of Meredith’s fiscal year 2014. Meredith’s unaudited historical consolidated financial statement of operations for the nine months ended September 30, 2015, is derived by combining the financial data from the last six months of Meredith’s fiscal year 2015 and the financial data from the first three months of Meredith’s fiscal year 2016.

  

The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2014 have been prepared as though the LIN merger and the Meredith Merger occurred as of January 1, 2014. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2015 have been prepared as though the Meredith Merger occurred as of January 1, 2014, and the unaudited pro forma condensed combined balance sheet information at September 30, 2015 has been prepared as if the Meredith Merger occurred as of September 30, 2015.

 

The pro forma adjustments give effect to events that are (1) directly attributable to the mergers, (2) factually supportable and (3) with respect to the statements of operations, expected to have a continuing impact on the combined company’s results. The pro forma adjustments are based on available information and assumptions that Media General’s and Meredith's managements believe are reasonable. Such adjustments are estimates and are subject to change.

 

The unaudited pro forma condensed combined financial statements are provided for informational purposes only and do not purport to represent what the actual combined results of operations or the combined financial position of the combined company would have been had the LIN merger and the Meredith Merger occurred on the dates assumed, nor are they necessarily indicative of future combined results of operations or combined financial position. The unaudited pro forma condensed combined financial statements do not reflect any cost savings or other synergies that the managements of Media General and Meredith believe could have been achieved had the LIN merger and the Meredith Merger been completed on the dates assumed.

 

The Meredith Merger will be accounted for using the acquisition method of accounting in accordance with the Financial Accounting Standards Board, Accounting Standards Codification, which we refer to as “ASC,” 805, Business Combinations. Media General’s and Meredith’s managements have evaluated the guidance contained in ASC 805 with respect to the identification of the acquirer in the Meredith Merger and concluded, based on a consideration of the pertinent facts and circumstances, that Media General will acquire Meredith for financial accounting purposes. Accordingly, Media General’s cost to acquire Meredith has been allocated to the acquired assets, liabilities and commitments based upon their estimated fair values. The allocation of the purchase price is preliminary and is dependent upon certain valuations that have not progressed to a stage where there is sufficient information to make a final allocation. In addition, the final purchase price of Media General’s acquisition of Meredith will not be known until the date of closing of the Meredith Merger and could vary materially from the preliminary purchase price. Accordingly, the final acquisition accounting adjustments may be materially different from the preliminary unaudited pro forma adjustments presented.

 

The actual amounts recorded as of the completion of the Meredith Merger may differ materially from the information presented in the unaudited pro forma condensed combined financial statements as a result of several factors, including the following:

 

 

changes in Meredith’s net assets between the pro forma balance sheet as of September 30, 2015 and the closing of the Meredith Merger, which could impact the preliminary estimated purchase price or the preliminary estimated fair value as of the effective date of the Meredith Merger;

     
 

changes in the price of Media General voting common stock;

     
 

the value of the combined company at the effective date of the Meredith Merger; and

     
 

other changes in net assets that may have occurred prior to the completion of the Meredith Merger, which could cause material differences in the information presented.

 

The unaudited pro forma condensed financial statements should be read in conjunction with the accompanying notes and in conjunction with the consolidated financial statements and related notes of both Media General and Meredith filed with the SEC.

 

The unaudited pro forma condensed combined financial statements constitute forward-looking information and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. See “Risk Factors” beginning on page [●] and “Cautionary Note Regarding Forward Looking Statements” beginning on page [●]. See also “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page [●].

 

 

Meredith Media General

Pro Forma Condensed Combined Balance Sheet

(Unaudited, in thousands)

As of September 30, 2015

   

Media General Historical

   

Meredith Historical

   

Pro Forma Adjustments

   

Pro Forma
Combined Company

 

Total current assets

  $ 378,491     $ 520,052     $ (208,314 )   $ 690,229  

Total assets

  $ 4,462,165     $ 2,878,978     $ 1,921,851     $ 9,262,994  
                                 

Total current liabilities

  $ 185,318     $ 536,901     $ (38,815 )   $ 683,404  

Total liabilities

  $ 3,015,324     $ 1,932,585     $ 1,841,858     $ 6,789,767  
                                 

Total shareholders' equity

  $ 1,416,694     $ 946,393     $ 79,993     $ 2,443,080  

 

 
18

 

 

Meredith Media General

Pro Forma Condensed Combined Statements of Operations

(Unaudited, in thousands except per share amounts)

 

    For the Twelve Months Ended December 31, 2014  
    Media General     LIN Media     Media General - LIN Merger     Meredith     Meredith – Media General  
   

Media General Historical

   

Media General Station Divestitures

   

Station Acquisitions

   

Pro Forma Media General

   

LIN Media Historical 1.1.14 - 12.18.14

   

LIN Media Station Divestitures

   

Other (1)

   

Pro Forma LIN Media

   

Combined Company Pro Forma

Adjustments

   

Pro Forma
Combined Company

   

Meredith Historical

   

Combined Company Pro Forma

Adjustments

     

Pro Forma
Combined Company

 

Total net operating revenue

  $ 674,963     $ (53,011 )   $ 44,750     $ 666,702     $ 745,380     $ (68,173 )   $ 1,367     $ 678,574     $ -     $ 1,345,276     $ 1,528,297       -       $ 2,873,573  

Total operating costs

    559,859       (37,031 )     29,224       552,052       727,699       (50,346 )     1,978       679,331       (35,304 )     1,196,079       1,314,777       80,999         2,591,855  

Operating income (loss)

    115,104       (15,980 )     15,526       114,650       17,681       (17,827 )     (611 )     (757 )     35,304       149,197       213,520       (80,999 )       281,718  

Net income (loss)

    56,520       (9,589 )     9,316       56,247       (32,422 )     (7,179 )     (1,124 )     (40,725 )     (18,435 )     (2,913 )     127,887       (118,014 )       6,960  

Net income (loss) attributable to Company

  $ 53,506     $ (9,589 )   $ 9,316     $ 53,233     $ (32,293 )   $ (8,555 )   $ (1,124 )   $ (41,972 )   $ (20,040 )   $ (8,779 )   $ 127,887     $ (118,014 )     $ 1,094   

Income per common share (basic)

  $ 0.59                     $ 0.59                             $ (0.78 )           $ (0.07 )                     $ 0.01  

Weighted average common shares (basic)

    89,912                       89,912                               53,962               129,796               68,980  

(a)

    198,776  

Income per common share (assuming dilution)

  $ 0.58                     $ 0.58                             $ (0.78 )           $ (0.07 )                     $ 0.01  

Weighted average common shares (assuming dilution)

    91,052                       91,052                               53,962               129,796               72,362  

(a)

    203,298  

  

(1)      Reflects four weeks of data for Federated Media and its adjustments for LIN’s purchase of that company.

  

(a)      Assumes that the 69.0 million shares of New Holdco voting common stock estimated to be issued to acquire Meredith were outstanding for the entire period. Diluted common shares include an estimate of the dilutive effect of equity instruments including those expected to be issued to certain Meredith employees to replace outstanding Meredith stock options.

 

 
19

 

  

Meredith Media General

Pro Forma Condensed Combined Statements of Operations

(Unaudited, in thousands except per share amounts)

 

   

For the Nine Months Ended September 30, 2015

 
   

Media General

   

Meredith

   

Meredith – Media General Merger

 
   

Media General Historical

   

Meredith Historical

   


Combined Company Pro Forma Adjustments

     

Pro Forma
Combined Company

 

Total net operating revenue

  $ 938,993     $ 1,208,753     $ -       $ 2,147,746  

Total operating costs

    911,936       1,059,343       41,084         2,012,363  

Operating income (loss)

    27,057       149,410       (41,084 )       135,383  

Net income (loss)

    (55,686 )     78,864       (74,021 )       (50,843 )

Net income (loss) attributable to Company

  $ (54,291 )   $ 78,864     $ (74,021 )     $ (49,448 )
                                   
                                   

Income (loss) per common share (basic)

  $ (0.42 )                     $ (0.25 )
                                   

Weighted average common shares (basic)

    128,844               68,980  

(a)

    197,824  
                                   

Income (loss) per common share (assuming dilution)

  $ (0.42 )                     $ (0.25 )
                                   

Weighted average common shares (assuming dilution)

    128,844               68,980  

(a)

    197,824  

  

(a)      Assumes that the 69.0 million shares of New Holdco voting common stock estimated to be issued to acquire Meredith were outstanding for the entire period. Diluted common shares include an estimate of the dilutive effect of equity instruments, including those expected to be issued to certain Meredith employees to replace outstanding Meredith stock options. For the nine months ended September 30, 2015, the pro forma condensed combined company has excluded 4.7 million shares of New Holdco voting common stock issuable for share options and restricted shares from the calculation of dilutive earnings per share, because the net loss causes such shares to be anti-dilutive.

 

****

 

 
20

 

  

The unaudited pro forma condensed combined financial information does not reflect certain events that have occurred or may occur after the completion of the Meredith Merger. As such, the combined company’s financial statements may be materially different than the unaudited pro forma condensed combined financial information presented. The following material items are not reflected in the unaudited pro forma condensed combined financial information:

  

 

1.     Media General and Meredith expect to swap or otherwise divest certain television stations as part of the process of obtaining regulatory approvals for the Meredith Merger in the following markets: Portland, Oregon; Nashville, Tennessee; Hartford-New Haven, Connecticut; Greenville-Spartanburg, South Carolina-Asheville, North Carolina; Mobile, Alabama; and Springfield-Holyoke, Massachusetts.

  

As the stations that will be swapped or otherwise divested are not yet known, the pro forma financial statements do not reflect any adjustments to pro forma revenue and expenses.

 

2.     Meredith Merger transaction costs are excluded from the statement of operations and reflected on the balance sheet as an adjustment as required by pro forma rules. Accounting principles generally accepted in the United States, which we refer to as “GAAP,” require these costs to be recorded as period expenses.

 

3.     The pro forma condensed combined statements of operations reflect historical income tax expense of the respective companies and the tax effect of pro forma adjustments at the statutory rate. The effective tax rate of the combined company is expected to be closer to the statutory rate.

 

4.     Following the Meredith Merger, operating synergies of approximately $85 million are estimated to be achieved. These operating synergies are not reflected in the pro forma condensed combined statement of operations.

 

 
21

 

 

COMPARATIVE PER SHARE DATA

 

The following table presents, for the year ended December 31, 2014 and for the nine months ended September 30, 2015, selected historical per share information of Media General, as well as similar information for the combined company on an unaudited pro forma basis as if the transaction had been effective as of January 1, 2014, the first day of the pro forma combined company’s fiscal year ended December 31, 2014, which we refer to as “pro forma combined” information. The pro forma combined information is also presented on a hypothetical basis per Meredith common share, which we refer to as “Meredith equivalent” information. The following table also presents, for the year ended June 30, 2015 and the three months ended September 30, 2015, selected historical per share information of Meredith.

 

The historical per share information of Media General below is derived from the audited consolidated financial statements of Media General as of, and for the year ended, December 31, 2014 and its unaudited consolidated financial statements as of, and for the nine months ended, September 30, 2015. The historical per share information of Meredith below is derived from the audited consolidated financial statements of Meredith as of, and for the year ended, June 30, 2015 and its unaudited consolidated financial statements as of, and for the three months ended, September 30, 2015.

 

The pro forma combined and the Meredith equivalent per share information presented below is calculated using the acquisition method of accounting, as if the transaction had been effective on January 1, 2014, the first day of the combined company’s fiscal year ended December 31, 2014, in the case of earnings per share.

 

The acquisition method of accounting is based on ASC 805, and uses the fair value concept as defined in ASC 820, Fair Value Measurements and Disclosures. Acquisition accounting requires, among other things, that most assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. Fair value measurements recorded in acquisition accounting are dependent upon certain valuation studies of Meredith’s assets and liabilities and other studies that have yet to commence or progress to a stage where there is sufficient information for a definitive measurement. Accordingly, the pro forma adjustments reflect the assets and liabilities of Meredith at their preliminary estimated fair value. Differences between these preliminary estimates and the final values in acquisition accounting will occur, and these differences could have a material impact on the unaudited pro forma combined per share information set forth below.

 

The pro forma combined and the Meredith equivalent per share information does not purport to represent the actual results of operations that Meredith would have achieved had the companies been combined during these periods or to project the future results of operations that Meredith Media General may achieve after completion of the mergers.

  

The Meredith equivalent per share information is calculated by multiplying the pro forma combined amounts for the combined company by 1.5214, which represents the number of shares of New Holdco voting common stock to be received for each Meredith common share in the Meredith Merger. This calculation does not take into account the cash consideration to be received by holders of Meredith common shares in the Meredith Merger.

 

   

For the Nine Months Ended

September 30, 2015

   

For the Year Ended

December 31, 2014

 

Media General Historical Per Share Data:

               

Basic Earnings Per Share

    (0.42 )   $ 0.59  

Diluted Earnings Per Share

    (0.42 )     0.58  

Dividends Per Share

    -       -  

Book Value Per Share at Period End

    11.08       11.55  

 

 
22

 

 

   

For the Three Months Ended

September 30, 2015

   

For the Year Ended

June 30, 2015

 

Meredith Historical Per Share Data:

               

Basic Earnings Per Share

    0.25       3.07  

Diluted Earnings Per Share

    0.24       3.02  

Dividends Per Share

    0.4575       1.78  

Book Value Per Share at Period End

    21.21       21.38  

  

 

   

For the Nine Months Ended

September 30, 2015

   

For the Year Ended

December 31, 2014