Document

EX-99.1 5 exhibit991-form10x12g63021.htm EX-99.1 Document

Preliminary Information Statement

(Subject to Completion, Dated November 9, 2021)

, 2021

Dear Meredith Shareholder:

I am pleased to inform you that on November 9, 2021, the Board of Directors (the “Meredith Board”) of Meredith Corporation (“Meredith” or the “Company” or “we,” “us” or “our”) approved the distribution (the “Distribution”) of the shares of Meredith Holdings Corporation, an Iowa corporation and newly formed wholly-owned subsidiary of Meredith (“New Meredith”) to the shareholders of Meredith. Pursuant to the Distribution, (i) the shares of common stock, par value $1.00 per share, of New Meredith (“New Meredith Common Stock”) will be distributed to Meredith shareholders holding common stock, par value $1.00 per share (“Meredith Common Stock”), and (ii) the shares of class B common stock, par value $1.00 per share, of New Meredith (“New Meredith Class B Stock”) will be distributed to Meredith shareholders holding Class B Stock, par value $1.00 per share (“Meredith Class B Stock”), in each case on a one-for-one basis such that New Meredith will maintain Meredith’s dual-class voting structure. Following the Distribution, New Meredith will hold and operate Meredith’s national media group (“NMG”) businesses (comprising its digital and magazine reporting segments) and corporate functions, while Meredith will retain the local media group (“LMG”) businesses. The separation of LMG and NMG, the Distribution, and other transactions contemplated by the Spin-Off Agreements (defined below) are collectively referred to as the “Spin-Off” herein.

In connection with the Agreement and Plan of Merger, dated as of May 3, 2021 and as amended on June 2, 2021 and October 6, 2021, by and among Gray Television, Inc. (“Gray”), Gray Hawkeye Stations, Inc., a wholly-owned subsidiary of Gray (“Gray Merger Sub”), and Meredith (as the same may be further amended, modified or supplemented from time to time, the “Gray Merger Agreement”), pursuant to which Meredith, Gray and Gray Merger Sub agreed to effect the acquisition of Meredith immediately after and subject to the consummation of the Spin-Off and subject to the terms and conditions set forth therein and in the Spin-Off Agreements (as defined below), immediately prior to the closing of the merger contemplated by the Gray Merger Agreement (the “Gray Merger”), Meredith intends to separate its LMG businesses and NMG businesses into two independent companies pursuant to the Spin-Off. After the Spin-Off, New Meredith will be owned 100 percent by pre-merger Meredith shareholders, as set forth above. Meredith, Gray and New Meredith have entered into a Separation and Distribution Agreement, an Employee Matters Agreement, a Tax Matters Agreement and a Transition Services Agreement, each dated as of May 3, 2021 (collectively, as the same may be amended from time to time, the “Spin-Off Agreements”), which govern the terms and conditions of the Distribution and Spin-Off and other matters related to the Gray Merger. As a result of the Distribution and Spin-Off and immediately prior to the Gray Merger, Meredith will hold the LMG businesses only. As a result of the Gray Merger, Meredith will become a wholly-owned subsidiary of Gray.

The Distribution is expected to occur on December 1, 2021, immediately prior to the Gray Merger, by way of a dividend to Meredith shareholders. Upon consummation of the Distribution, Meredith shareholders who hold their shares of Meredith Common Stock at the close of business on November 19, 2021, the record date for the Distribution (the “Record Date”), will own 100 percent of the issued and outstanding capital stock of New Meredith.

Following the completion of the Spin-Off, in connection with the Agreement and Plan of Merger, dated as of October 6, 2021, by and among Meredith, New Meredith, About, Inc., a Delaware corporation (“Dotdash”), and, solely for the limited purposes set forth therein, IAC/InterActiveCorp, a Delaware corporation (“IAC”) (as the same may be further amended, modified or supplemented from time to time, the “Dotdash Merger Agreement”), Meredith, New Meredith, Dotdash, IAC and, following the execution and delivery of a joinder by an Iowa corporation and wholly-owned subsidiary of Dotdash formed in accordance with the Dotdash Merger Agreement (“Dotdash Merger Sub”), Dotdash Merger Sub, have agreed to effect the all-cash acquisition of New Meredith by Dotdash through the merger of Dotdash Merger Sub with and into New Meredith, with New Meredith surviving the merger as a wholly owned subsidiary of Dotdash. If the Dotdash Merger is completed, New Meredith shareholders will be entitled to receive $42.18 in cash (subject to downward adjustment as provided in the Dotdash Merger

Agreement), without interest and subject to all applicable tax withholding, for each share of New Meredith Common Stock and each share of New Meredith Class B Stock that the shareholder owns immediately prior to the closing of the Dotdash Merger, and will have no ongoing ownership interest in the continuing NMG business. This cash payment to New Meredith shareholders will be in addition to the $16.99 per share cash payment Meredith shareholders will receive if the Gray Merger is completed.

The Meredith Board believes that the separation of its LMG businesses from its NMG businesses and corporate functions and subsequent mergers with Gray and Dotdash is the best way to unlock the full value of our assets for the benefit of Meredith and our shareholders.

No vote of Meredith shareholders is required in connection with the Distribution or the Dotdash Merger. You are not required to take any action to receive your New Meredith Common Stock or New Meredith Class B Stock, as applicable. We are not asking you for a proxy in connection with the Distribution or the Dotdash Merger, and you are requested not to send us a proxy. Meredith shareholders will not be required to pay any consideration for the shares of New Meredith Stock they receive in the Distribution, and they will not be required to surrender or exchange shares of their Meredith Stock or take any other action in connection with the Distribution or the receipt of consideration in the Dotdash Merger.

Immediately following the Distribution, you will own shares in both Meredith (which will be exchanged for cash in the Gray Merger) and New Meredith. Because we currently own all of the outstanding shares of New Meredith Common Stock, no trading market for New Meredith Common Stock currently exists. We intend to apply to list New Meredith Common Stock on the New York Stock Exchange (“NYSE”) under the symbol “MDP.” Meredith Common Stock will cease to be traded on NYSE following the Gray Merger. However, if the Dotdash Merger closes on the same day as the Distribution, shareholders of New Meredith will receive cash in an amount equal to $42.18 per share (as adjusted) of New Meredith Common Stock and New Meredith Class B Stock received in the Distribution, and shares of New Meredith Common Stock will not separately trade following the completion of the Distribution.

The enclosed information statement, which is being mailed to all Meredith shareholders, describes the Distribution and Spin-Off in detail and contains important information about New Meredith and the Dotdash Merger. We urge you to read the information statement carefully. In addition, shareholders seeking information concerning the Gray Merger and the Dotdash Merger are encouraged to read Meredith’s proxy statement with respect to the special meeting of shareholders called to vote on the Gray Merger and the other recent reports filed with the Securities and Exchange Commission by Gray and Meredith.

I want to thank you for your continued support of Meredith and we look forward to your support of New Meredith in the future.

Sincerely,

Thomas H. Harty

Chairman, Chief Executive Officer, and President

Meredith Holdings Corporation

, 2021

Dear Future Meredith Holdings Corporation Shareholder:

It is our great pleasure to welcome you to the “new” Meredith, a company that pairs more than a century of editorial expertise and consumer loyalty with the heightened promise, potential, and financial position of this new organization.

For nearly 120 years, Meredith has provided American consumers with information and inspiration on subjects that matter most, including home, health and wellness, food, parenting, entertainment and style, and travel and luxury. These fundamental lifestyle categories are the cornerstone of Meredith’s business model, and are more relevant than ever in today’s market.

The media marketplace is dynamic, and we have a successful track record of evolving to meet the needs of our audience and clients. You will read throughout these materials about the assets and strategies that we believe will lead our continued success. Let me share a handful of our more meaningful competitive differentiators here:

•Our audience is one of the largest in media. We serve approximately 190 million consumers, including nearly 95 percent of American women, who are a particular focus for our editorial, marketing, advertising, and product licensing efforts. Our audience reach is an important differentiator because it provides us with billions of data points that help us to improve our content and more effectively deliver messaging on behalf of our advertising clients. Our reach also enables greater efficiency through economies of scale.

•Our brands are among our industry’s most recognizable. They include such trusted household names as People, Better Homes & Gardens, Allrecipes, Southern Living, InStyle, and Real Simple—and they reach audiences across a rich diversity of media platforms, including magazine, web, mobile, social, audio, and over the top/streaming video.

•Our revenues are well-balanced between consumer and advertising and we continue to develop newer revenue streams including brand licensing and performance marketing. Our brand licensing operation is the world’s second-largest, according to License Global!, and our performance marketing activities are currently driving approximately $1 billion in retail sales for our partners.

Following the spin-off, there will be two operating segments: digital and magazine. On October 6, 2021, Meredith, Meredith Holdings Corporation, About, Inc. and IAC/InterActiveCorp entered into an agreement pursuant to which About, Inc. will acquire the “new” Meredith.

In the event that the acquisition of the “new” Meredith by About, Inc. is not completed as contemplated, we expect the “new” Meredith to possess an attractive capital structure: conservatively levered, and with sufficient free cash flow generation to fuel investment in future growth opportunities as well as returns to shareholders.

Our digital business is driven by our trusted brands, broad audience who visit our sites each month, our strong commercial partnerships, and our proprietary technology platform. As mentioned above, this platform brings together all of our content and first-party data, allowing us to track billions of consumer intent signals. We are continuing to expand our digital capabilities to more deeply engage consumers and support our advertising partners.

Our magazine business is the largest in the United States, driving strong awareness for our brands across platforms. On average we sell one magazine via subscription and one via newsstand every second.

We are excited about our opportunities ahead. We believe the combination of our audience reach, strong brands, and our proprietary media platforms that enable the collection and analysis of vast amounts of first party data position us attractively for the future.

We invite you to learn more about “new” Meredith and our strategic initiatives by reviewing the enclosed information statement. We look forward to your continued support.

Sincerely,

Thomas H. Harty

Chairman, Chief Executive Officer, and President

Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934.

Preliminary Information Statement

(Subject to Completion, Dated November 9, 2021)

Information Statement

Distribution of

Common Stock and Class B Stock of

Meredith Holdings Corporation

Meredith Corporation

to Meredith Shareholders

This information statement is being furnished in connection with the distribution by Meredith Corporation to its shareholders of stock of Meredith Holdings Corporation, a wholly-owned subsidiary of Meredith Corporation, which will hold Meredith Corporation’s national media group (“NMG”) businesses (comprising its digital and magazine reporting segments) and corporate functions. Unless the context otherwise requires, “New Meredith,” “we,” “us,” and “our” refer to Meredith Holdings Corporation and its subsidiaries, and “Meredith” refers to historical Meredith Corporation and its subsidiaries (including the operations of the business of New Meredith prior to the Spin-Off (as defined below)).

This distribution (the “Distribution”) of (i) the shares of common stock, par value $1.00 per share, of New Meredith (“New Meredith Common Stock”) to Meredith shareholders holding common stock, par value $1.00 per share, of Meredith (“Meredith Common Stock”), and (ii) the shares of class B common stock, par value $1.00 per share, of New Meredith (“New Meredith Class B Stock”) to Meredith shareholders holding Class B Stock, par value $1.00 per share, of Meredith (“Meredith Class B Stock”), in each case on a one-for-one basis such that New Meredith will maintain a dual-class voting structure, is being conducted in connection with the merger of Meredith with a wholly-owned subsidiary (“Gray Merger Sub”) of Gray Television, Inc. (“Gray”) pursuant to the Agreement and Plan of Merger, dated as of May 3, 2021, as amended on June 2, 2021 and October 6, 2021 (as the same may be further amended, modified or supplemented from time to time, the “Gray Merger Agreement”). “New Meredith Common Stock” and “New Meredith Class B Stock” are collectively referred to as “New Meredith Stock” herein, and “Meredith Common Stock” and “Meredith Class B stock” are collectively referred to as “Meredith Stock” herein.

Pursuant to the Gray Merger Agreement, immediately subsequent to and conditioned upon completion of the Distribution, Gray Merger Sub will merge with and into Meredith (the “Gray Merger”), and Meredith will become a wholly-owned subsidiary of Gray, holding the assets relating to Meredith’s local media group (“LMG”) businesses. New Meredith will hold the assets relating to Meredith’s NMG businesses and corporate functions (along with MNI Targeted Media and People TV businesses, which will be transferred to New Meredith). The separation of LMG and NMG, the Distribution and other transactions contemplated by the Spin-Off Agreements (as defined herein) are collectively referred to as the “Spin-Off” herein. In connection with the Gray Merger and the Spin-Off, (i) shareholders of Meredith as of the consummation of the Gray Merger will be entitled to receive $16.99 cash for each share of Meredith Stock they own and (ii) shareholders of Meredith as of the record date set for the Distribution, as

further described herein, will be entitled to receive New Meredith Common Stock or New Meredith Class B Stock, as described above.

Completion of the Distribution is one of a number of conditions to completion of the Gray Merger, and the Distribution is contingent upon all other conditions to completion of the Gray Merger having been satisfied or waived (other than those conditions that by their nature can only be satisfied at the closing of the Gray Merger, provided that such conditions are capable of being satisfied) and satisfaction of other conditions. Upon completion of the Distribution and immediately following the Gray Merger, New Meredith will change its corporate name to “Meredith Holdings Corporation.”

Each of you, as a holder of Meredith Stock, will receive one share of New Meredith Common Stock or New Meredith Class B Stock for each share of Meredith Common Stock or Meredith Class B Stock, as applicable, that you held at the close of business on November 19, 2021, the record date for the Distribution (the “Record Date”). The Distribution is expected to be effective as of December 1, 2021. Immediately after the Distribution is completed, New Meredith will be a public company pending the completion of the Dotdash Merger (as defined below).

No vote of Meredith shareholders is required in connection with this Distribution. We are not asking you for a proxy, and you are requested not to send us a proxy in connection with the Distribution. Meredith shareholders will not be required to pay any consideration for the New Meredith Stock they receive in the Distribution, and they will not be required to surrender or exchange shares of their Meredith Stock or take any other action in connection with the Distribution. You will receive separate instructions for exchanging your Meredith shares for cash in connection with the Gray Merger.

On October 6, 2021, Meredith announced that Meredith and New Meredith have entered into a definitive agreement to sell New Meredith, including the NMG businesses, to About, Inc. (“Dotdash”), a wholly-owned subsidiary of IAC/InterActiveCorp (“IAC”), which we refer to as the “Dotdash Merger.” We currently are expecting the Spin-Off and the Gray Merger to be consummated in the fourth quarter of calendar year 2021 (subject to the satisfaction or waiver of closing conditions (including regulatory and shareholder approvals)). Completion of the Dotdash Merger is not a condition to the consummation of the Spin-Off or Gray Merger, and, for so long as the Gray Merger Agreement is in effect, the Dotdash Merger will not, pursuant to the Amendment and Consent, by and among Meredith, New Meredith, Gray, Gray Merger Sub, and Dotdash dated October 6, 2021 (the “Consent Agreement”), occur until after the closing of the Gray Merger. If the conditions to completing the Dotdash Merger have been satisfied or waived, New Meredith currently expects the Dotdash Merger to be consummated on the same day as, and following completion of, the Spin-Off and Gray Merger.

If the Dotdash Merger is completed, New Meredith shareholders will be entitled to receive $42.18 in cash (subject to downward adjustment as provided in the Dotdash Merger Agreement), without interest and subject to all applicable tax withholding, for each share of New Meredith Common Stock and each share of New Meredith Class B Stock that the shareholder owns immediately prior to the closing of the Dotdash Merger, and will have no ongoing ownership interest in the continuing NMG business. This cash payment to New Meredith shareholders will be in addition to the $16.99 per share cash payment Meredith shareholders will receive if the Gray Merger is completed.

If the Dotdash Merger is completed on the same day as the Spin-Off and the Gray Merger, the New Meredith Common Stock will not separately trade following the Distribution. If the Dotdash Merger is not completed on the same day as the Spin-Off and the Gray Merger, New Meredith Common Stock will be listed for public trading until consummation of the Dotdash Merger.

If the Gray Merger is not completed, Meredith will continue as a publicly-traded company operating the Local Media Group business, and, in the event the Gray Merger Agreement is terminated, Meredith, New Meredith and Dotdash have agreed to negotiate certain amendments to the Dotdash Merger Agreement and agreements relating to the Spin-Off, subject to the terms of the Dotdash Merger Agreement. Meredith and New Meredith shareholders are not required to vote on the Dotdash Merger pursuant to the Iowa Business Corporation Act. The Dotdash Merger pursuant to the Dotdash Merger Agreement was unanimously approved by the boards of Meredith and New Meredith and by Meredith, in its capacity as the sole shareholder of New Meredith (the constituent corporation in the Dotdash Merger). As this is the only shareholder vote required for the Dotdash Merger, no additional approvals of Meredith or New Meredith shareholders are required for the consummation of the Dotdash Merger. You will receive separate instructions for receiving your cash payment in connection with the Dotdash Merger.

All of the outstanding shares of New Meredith stock are currently owned by Meredith. Accordingly, there currently is no public trading market for New Meredith Common Stock. We intend to file an application to list New Meredith Common Stock under the ticker symbol “MDP” on the New York Stock Exchange (“NYSE”). Assuming that New Meredith Common Stock is approved for listing, we anticipate that a limited market, commonly known as a “when-issued” trading market, for New Meredith Common Stock may develop on or shortly before the Record Date and will continue up to and including through the Distribution date, and we anticipate that “regular-way” trading of New Meredith Common Stock will begin on the first trading day following the Distribution date. However, if the Dotdash Merger closes on the same day as the Distribution, then we do not expect that a “when-issued” trading market will develop, and shareholders of New Meredith will receive cash in an amount equal to $42.18 per share (subject to downward adjustment as provided in the Dotdash Merger Agreement) of New Meredith Common Stock and New Meredith Class B Stock received in the Distribution, and shares of New Meredith Common Stock will not separately trade following the completion of the Distribution.

In reviewing this information statement, you should carefully consider the matters described under the caption “Risk Factors” beginning on page 24 of this information statement.

This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.

The date of this information statement is , 2021.

We expect to mail this information statement to Meredith shareholders on or about , 2021.

TABLE OF CONTENTS


			Page
Summary			1
Risk Factors			24
Cautionary Statement Regarding Forward-Looking Statements			44
Business			45
The Separation, Distribution, and Spin-Off			60
Dividend Policy			75
Capitalization			76
Unaudited Pro-Forma Condensed Combined Financial Information			77
Management’s Discussion and Analysis of Financial Condition and Results of Operations			86
Management			118
Security Ownership of Certain Beneficial Owners and Management			160
Certain Relationships and Related Party Transactions			162
Description of Capital Stock			165
Delivery of Information Statement			169
Where You Can Find More Information			170
Index to Combined Financial Statements			F-1

SUMMARY

This summary highlights selected information from this information statement relating to New Meredith, our separation from Meredith and the distribution of New Meredith Stock by Meredith to its shareholders. For a more complete understanding of our business, the Separation (as defined below), Distribution and the Spin-Off, you should carefully read the entire information statement and the exhibits attached hereto or referenced herein.

Except as otherwise indicated or unless the context otherwise requires, the information included in this information statement assumes the completion of all the transactions referred to in this information statement in connection with the Separation, Distribution, and Spin-Off. Throughout this information statement, for purposes of simplicity, Meredith Holdings Corporation prior to the Spin-Off, and Meredith Holdings Corporation following the Spin-Off are referred to as “New Meredith.” Except as otherwise indicated or unless the context otherwise requires, “New Meredith,” “we,” “us,” and “our” refer to Meredith Holdings Corporation and its subsidiaries, and “Meredith” refers to historical Meredith Corporation and its subsidiaries (including the operations of the business of New Meredith prior to the Spin-Off). “LMG RemainCo” refers to Meredith Corporation immediately after the Spin-Off, which will own the LMG businesses and be merged with Gray Merger Sub and become a wholly-owned subsidiary of Gray.

“New Meredith Common Stock” and “New Meredith Class B Stock” are collectively referred to as “New Meredith Stock”, and “Meredith Common Stock” and “Meredith Class B Stock” are collectively referred to as “Meredith Stock.”

Overview

We are a leading media and marketing company that was founded nearly 120 years ago and we create inspiring, informative, entertaining, and empowering content for approximately 190 million American consumers every month, including nearly 95 percent of women in the United States.

We engage consumers across multiple media platforms and formats including digital (including web, mobile, video, social, audio, over-the-top, and licensing) and magazines. Our content is delivered through a powerful and trusted portfolio of iconic brands, including People, Better Homes & Gardens, Allrecipes, Southern Living, and Real Simple. These brands have domain leadership in the subject areas that matter most to our consumers, including entertainment, food, home, beauty, travel, health, family, luxury, and fashion. Our digital and magazine platforms operate at large scale, and are flexible to accommodate new brands, products, and services.

Our differentiation is rooted in our large reach to American consumers, particularly women, through our trusted brands; our expertise in creating content and experiences that drive meaningful consumer engagement and influence purchase decisions; and in our proprietary technology and analytics platform. We leverage the relationship between consumers and our brands, and our unique first party data driven insights, to optimize and customize our content and products and to drive diverse revenue streams from consumers, advertisers, and marketers.

New Meredith operates two business segments: digital and magazine.

Our digital brands attract approximately 150 million consumers monthly to our owned and operated sites through web and mobile-based experiences. We also engage consumers through email newsletters, social media platforms, browser notifications, audio platforms, and connected devices. We create value across diverse revenue streams including advertising, performance marketing, brand licensing, and directly from consumers including paid products.

Our magazine segment represents the largest business of its kind in the United States as measured by revenue and audience reach. Our editorial teams create premium content covering subjects that matter to our consumer audience in a format that consumers enjoy for its convenience and thoughtful editorial curation. In 2020, we published 35 subscription magazines, as well as more than 300 special interest publications. Our revenue streams are diverse and include advertising, direct-to-consumer subscription, newsstand, and marketing of third-party magazine subscriptions, products, and services in the United States. Most of our brands are also available as digital editions on one or more of the major digital newsstands.

According to the Magazine Media 360° Brand Audience Report, 12 of Meredith’s brands ranked among the 50 largest media brands measured. People ranked No. 1 in Total Brand Audience across platforms at 91.1 million, followed by Allrecipes at No. 2 with 68.7 million, and Better Homes & Gardens at No. 6 with 38.4 million.

Our largest revenue source is advertising. National and local economic conditions affect the magnitude of our advertising revenues. Digital and magazine revenues and operating results can be affected by changes in the demand for advertising and consumer demand for our products. Additionally, digital and magazine consumer related revenues are generally affected by national and regional economic conditions and competition from other forms of media.

The Separation, Distribution, and Spin-Off

A copy of the Gray Merger Agreement and copies of (i) the Separation and Distribution Agreement, by and among Meredith, Gray, and New Meredith, dated as of May 3, 2021, as amended May 18, 2021, June 2, 2021 and October 6, 2021 (as the same may be further amended from time to time, the “Separation and Distribution Agreement”), (ii) the Employee Matters Agreement, by and among Meredith, Gray, and New Meredith, dated as of May 3, 2021, as amended October 6, 2021 (as the same may be amended from time to time, the “Employee Matters Agreement”), (iii) the Tax Matters Agreement, by and among Meredith, Gray, and New Meredith, dated as of May 3, 2021 (as the same may be amended from time to time, the “Tax Matters Agreement”), (iv) the Transition Services Agreement, by and among Meredith, Gray, and New Meredith, dated as of May 3, 2021, as amended September 30, 2021 (as the same may be amended from time to time, the “Transition Services Agreement”, and together with the Separation and Distribution Agreement, the Employee Matters Agreement and the Tax Matters Agreement, the “Spin-Off Agreements”) have been filed as exhibits to the registration statement, of which this information statement forms a part, that we have filed with the SEC. The Gray Merger Agreement, the Separation and Distribution Agreement and the Employee Matters Agreement were further amended by the Amendment and Consent, by and among Meredith, New Meredith, Gray, Gray Merger Sub, and Dotdash dated October 6, 2021 (the “Consent Agreement”). Subject to the terms and conditions of the Consent Agreement, the Consent Agreement affirms Gray’s consent to Meredith’s and New Meredith’s execution, delivery and performance of the Dotdash Merger Agreement for all purposes under the Gray Merger Agreement and the Spin-Off Agreements. Among other things, the Consent Agreement provides that the Dotdash Merger cannot occur prior to the completion of the Gray Merger (or, if earlier, the termination of the Gray Merger Agreement). The Consent Agreement also provides for certain adjustments to the Target Net Debt Amount (as defined in the Separation and Distribution Agreement and described below), which have the effect of increasing the amount of the New Meredith Cash Payment. We encourage you to read the entire agreements carefully because they are the principal documents governing the transactions, including the Separation (as defined below), Distribution, and Spin-Off. For more information on the Spin-Off Agreements, see “The Separation, Distribution, and Spin-Off—Spin-Off Agreements.”

Transaction Steps

Step 1. Separation.

Pursuant to the terms of the Separation and Distribution Agreement, at a time on or prior to the date of the Distribution, Meredith will cause (i) certain subsidiaries, assets, and employees of Meredith or its subsidiaries relating to the NMG businesses and corporate functions of Meredith to be transferred to, and certain liabilities relating thereto to be assumed by, New Meredith and (ii) certain subsidiaries, assets, and employees of Meredith or its subsidiaries relating to the LMG businesses to be retained by or transferred to, and certain liabilities relating thereto to be retained by or assumed by, Meredith (collectively, the “Separation”). Following the Separation, New Meredith and its subsidiaries will own all of the NMG businesses and corporate functions, while Meredith (excluding New Meredith and its subsidiaries) will own all of the LMG businesses. As part of the Separation, Meredith’s MNI and People TV businesses, which were previously reported in Meredith Corporation’s historical local media group, will be transferred to New Meredith.

Step 2. New Meredith Cash Payment, and Repayment of Meredith Debt.

Pursuant to the terms of the Separation and Distribution Agreement, prior to the Distribution, New Meredith or one of its subsidiaries will make a cash payment (the “New Meredith Cash Payment”) to Meredith such that the net debt

of Meredith (exclusive of the New Meredith debt and after giving effect to the New Meredith Cash Payment) would be equal to $1.975 billion (subject to certain adjustments, the amount of net debt agreed by Meredith and Gray to be allocated to Meredith in connection with the Separation, Distribution, and Spin-Off (as described below)). The proceeds of the New Meredith Cash Payment will be used by Gray, together with cash on hand of Meredith and borrowings by Gray, to refinance all of Meredith’s outstanding debt as of the date of the closing of the Gray Merger. The New Meredith Cash Payment is expected to be funded through the following sources: available cash on hand (which will be taken into account in determining the amount of the New Meredith Cash Payment) and through borrowings under a new senior credit facility from the New Meredith Debt Financing or, if the Dotdash Merger is completed on the same day as the closing of the Spin-Off and the Gray Merger, through funds advanced by Dotdash.

Step 3. Distribution and Spin-Off.

Pursuant to the terms of the Separation and Distribution Agreement, following the Separation and immediately prior to the Gray Merger, Meredith will spin off New Meredith by completing the Distribution of (i) the shares of New Meredith Common Stock to Meredith shareholders holding Meredith Common Stock, and (ii) the shares of New Meredith Class B Stock to Meredith shareholders holding Meredith Class B Stock, in each case on a one-for-one basis such that New Meredith will maintain a dual-class voting structure. Prior to completion of the Gray Merger, Meredith will set the Record Date and a date for the Distribution to occur (the “Distribution Date”). Meredith expects such Distribution Date to be the same date as the date that the Gray Merger is completed, but the Record Date will be an earlier date.

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

Step 4. Merger.

Under the Gray Merger Agreement, immediately after the consummation of the Spin-Off, Gray Merger Sub will merge with and into Meredith, and Meredith will be the surviving corporation in the Gray Merger. Upon the consummation of the Gray Merger, Gray will own all outstanding shares of capital stock of Meredith. Meredith’s shareholders will receive $16.99 cash in the Gray Merger in exchange for each share of Meredith Common Stock and Meredith Class B Stock (in addition to the shares of New Meredith received pursuant to the Distribution), without interest and subject to all applicable tax withholding, subject to terms and conditions set forth in the Gray Merger Agreement. After the Gray Merger is completed, you will have the right to receive the Gray Merger consideration, but you will no longer have any ongoing ownership interest in Meredith, including its LMG businesses.

Depiction of Corporate Structure

Below is a depiction of the corporate structures of Meredith and New Meredith before and after the Separation, Distribution, and Spin-Off.

Pending Dotdash Merger

On October 6, 2021, Meredith announced that Meredith and New Meredith have entered into an Agreement and Plan of Merger with About, Inc. (“Dotdash”) and, solely for the limited purposes set forth therein, IAC/InterActiveCorp (“IAC”) dated October 6, 2021 (the “Dotdash Merger Agreement”), pursuant to which Dotdash will acquire New Meredith, including our NMG businesses, and New Meredith will become a wholly-owned subsidiary of Dotdash, which we refer to as the “Dotdash Merger”. Dotdash is a wholly-owned subsidiary of IAC, which agreed to guarantee the payment and performance obligations of Dotdash under the Dotdash Merger Agreement. The consummation of the Dotdash Merger pursuant to the Dotdash Merger Agreement is subject to the expiration or termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) and other closing conditions set forth in the Dotdash Merger Agreement. We currently are expecting the Spin-Off and the Gray Merger to be consummated in the fourth quarter of calendar year 2021 (subject to the satisfaction or waiver of closing conditions (including regulatory and shareholder approvals)). Completion of the Dotdash Merger is not a condition to consummation of the Spin-Off or the Gray Merger, and, for so long as the Gray Merger Agreement is in effect, the Dotdash Merger will not, pursuant to the Consent Agreement, occur until after the closing of the Gray Merger. If the conditions to complete the Dotdash Merger have been satisfied or waived, New Meredith currently expects the Dotdash Merger to be consummated on the same day as, and following completion of, the Spin-Off and the Gray Merger.

If the Gray Merger is not completed, Meredith will continue as a publicly traded company operating the Local Media Group business, and in the event the Gray Merger Agreement is terminated, Meredith, New Meredith and Dotdash have agreed to negotiate certain amendments to the Dotdash Merger Agreement and agreements relating to the Spin-Off, subject to the terms of the Dotdash Merger Agreement.

ownership interest in the continuing NMG businesses. This cash payment to New Meredith shareholders will be in addition to the $16.99 per share cash payment Meredith shareholders will receive if the Gray Merger is completed.

If the Dotdash Merger is completed on the same day as the Spin-Off and the Gray Merger, the New Meredith Common Stock will not separately trade following the Distribution. We intend to apply to list our common stock on NYSE under the symbol “MDP,” and, if the Dotdash Merger is not completed on the same day as the Spin-Off and the Gray Merger, we expect that the New Meredith Common Stock will be listed for public trading until consummation of the Dotdash Merger.

Meredith and New Meredith shareholders are not required to vote on the Dotdash Merger pursuant to the Iowa Business Corporation Act (the “IBCA”). The Dotdash Merger pursuant to the Dotdash Merger Agreement was unanimously approved by the boards of Meredith and New Meredith and by Meredith, in its capacity as the sole shareholder of New Meredith (the constituent corporation in the Dotdash Merger). As this is the only shareholder vote required for the Dotdash Merger, no additional approvals of Meredith or New Meredith shareholders are required for the consummation of the Dotdash Merger. The Dotdash Merger pursuant to the Dotdash Merger Agreement was approved by Meredith’s Board and New Meredith’s Board and by Meredith, as the sole shareholder of New Meredith. You will receive separate instructions for receiving your cash payment in connection with the Dotdash Merger.

Treatment of Equity Awards

Spin-Off

Options. Prior to completion of the Gray Merger, in connection with the Spin-Off, each outstanding stock option granted under Meredith’s equity plans will be converted into two options: (1) an adjusted Meredith stock option that will be canceled and converted into the right to receive a cash payment in the Gray Merger as described below, and (2) a stock option for New Meredith shares. The number of shares subject to the adjusted Meredith stock option and the New Meredith stock option will be equal to the number of shares subject to the related Meredith stock option prior to the Spin-Off, but the exercise prices will be adjusted to reflect the relative values of LMG and NMG. The New Meredith stock options will generally be subject to the same terms and conditions as set forth in the related Meredith stock option award before the Distribution, except that unvested New Meredith stock options held by employees of LMG will be canceled and converted into the right to receive a cash payment from New Meredith equal to the excess, if any, of the “when-issued” trading price of New Meredith Common Stock on the last trading day immediately prior to the Distribution Date less the adjusted exercise price for such option (or, if a “when-issued” trading price is not available, the cash amount (as adjusted) payable in respect of each share of New Meredith Common Stock under the Dotdash Merger Agreement).

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

Merger

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

Dotdash Merger

Upon the completion of the Dotdash Merger, the vesting of each outstanding New Meredith stock option, RSU, and Share Based Award will accelerate in full and such awards will be canceled and converted into the right to receive from Dotdash an amount of cash equal to $42.18 per share (as adjusted) (or in the case of stock options, the excess, if any, of $42.18 (as adjusted) over the exercise price of such option, as adjusted in connection with the Spin-Off as described above), without interest and subject to all applicable tax withholding.

Summary of Risk Factors

Ownership of our common stock and the Separation, Distribution, Spin-Off and the Dotdash Merger involve substantial risk. The risks described in the section titled “Risk Factors” may cause us to not realize the full benefits of our strengths or may cause us to be unable to successfully execute all or part of our strategy. Some of the more significant challenges include the following:

•We may be unable to achieve some or all of the expected benefits from the Separation, Distribution, and Spin-Off.

•As a separate, publicly traded company, we may not enjoy the same benefits that we did prior to the Spin-Off.

•Our historical and pro forma financial information is not necessarily representative of the results we would have achieved as a standalone company and may not be a reliable indicator of our future results.

•The effects of the outbreak of the COVID-19 pandemic have had and may continue to have an adverse impact on our business, financial condition, operations, and prospects.

•Advertising related revenues represent the largest portion of our revenues, and advertising demand may fluctuate from period to period.

•We face significant competition in all aspects of our business.

•Our success depends on our ability to improve and scale our technical infrastructure and respond and adapt to changes in technology and consumer behavior which continues to evolve rapidly.

•Client relationships are important to our brand licensing and consumer relationship marketing businesses.

•We are currently reliant on a single supplier for printing of our magazines.

•Our indebtedness, which may also subject us to interest rate risk, and our ability to incur significant additional indebtedness could adversely affect our business, financial condition, and results of operations.

•We may have exposure to additional tax liabilities and certain indemnifications liabilities.

•There is no existing market for New Meredith common stock and a trading market that will provide you with adequate liquidity may not develop for New Meredith common stock. In addition, once New Meredith common stock begins trading, the market price of New Meredith shares may fluctuate widely.

•We cannot guarantee the payment of dividends on New Meredith common stock, or the timing or amount of any such dividends.

•We have two classes of stock with different voting rights.

•Substantial sales of New Meredith common stock may occur in connection with the Distribution, which could cause our stock prices to decline.

•The announcement and pendency of the Dotdash Merger Agreement may have an adverse effect on our business results and our failure to complete the Dotdash Merger could have a material adverse effect on our business, results of operations, financial condition and stock price.

•While the Dotdash Merger is pending, we are subject to business uncertainties and contractual restrictions that could harm our business relationships, financial condition, operating results, and business.

Corporate Information

New Meredith was incorporated in Iowa on April 29, 2021. Following the Separation, Distribution, and Spin-Off, we will hold the assets and liabilities allocated to Meredith’s NMG businesses and corporate functions, which does not include Meredith’s LMG businesses that is being purchased by Gray in the Gray Merger.

New Meredith headquarters are located at 1716 Locust Street, Des Moines, IA 50309-3023, which is the location of Meredith’s current headquarters. New Meredith will maintain an internet website at www.meredith.com, which is Meredith’s current website. Our website and the information contained on that site, or connected to that site, will not be incorporated by reference into this information statement.

Questions and Answers about New Meredith and the Separation, Distribution, and Spin-Off


Why am I receiving this document?			Meredith is delivering this document to you because you are a holder of shares of Meredith Stock. If you are a holder of shares of Meredith Stock as of the close of business on November 19, 2021, each share of Meredith Common Stock or Meredith Class B Stock that you held at the close of business on such date will entitle you to receive one share of New Meredith Common Stock or New Meredith Class B Stock, as applicable. This document will help you understand how the Separation, Distribution, and Spin-Off will affect your investment in Meredith and your investment in New Meredith after the Separation, Distribution, and Spin-Off.

What is New Meredith?			New Meredith, which is currently a wholly-owned subsidiary of Meredith, was formed to hold Meredith’s NMG businesses and operations and corporate functions.

What is the Distribution?			The Distribution is the method by which Meredith will separate its NMG businesses and its LMG businesses, creating two separate companies. In the Distribution, Meredith will distribute to its shareholders all of the shares of New Meredith Stock that it owns. Following the Distribution, we will be a separate company from Meredith, and Meredith will not retain any ownership interest in us. The number of shares of Meredith you own will not change as a result of the Distribution. However, as described below, immediately following the Distribution, Meredith will be acquired by Gray and you will receive $16.99 cash per share of Meredith Stock you own as merger consideration.

Why is the Separation of New Meredith structured as a Distribution?			Meredith believes that a distribution of shares of New Meredith Stock is an efficient way to separate Meredith’s LMG businesses from its other operations. The Separation, Distribution, and Spin-Off will facilitate the sale of the LMG businesses to Gray pursuant to the Gray Merger Agreement.

How will the Separation of New Meredith work?			The Separation will be accomplished through a series of transactions in which Meredith’s LMG businesses and NMG businesses will be separated into two independent companies, with Meredith’s NMG businesses and corporate functions moving into New Meredith. The New Meredith Stock will be distributed by Meredith to its shareholders immediately prior to the Gray Merger. In the subsequent Merger, each Meredith shareholder will receive $16.99 cash per share of Meredith Stock as merger consideration.

What is the Record Date for the Distribution?			Meredith will determine record ownership of its shares for purposes of the Distribution as of the close of regular trading on NYSE on November 19, 2021. The person in whose name shares of Meredith Stock are registered at the close of business on the Record Date is the person who will be entitled to receive shares of New Meredith Stock in the Distribution. If you sell shares of Meredith Common Stock in the “regular-way” market up to and including through the Distribution Date, you will be selling your right to receive shares of New Meredith Common Stock in the Distribution.


When will the Distribution occur?			We expect that Meredith will distribute the shares of New Meredith Stock on December 1, 2021.

What is the expected date of completion of the Distribution?			The completion and timing of the Distribution are contingent upon satisfaction of a number of conditions. It is expected that the shares of New Meredith Stock will be distributed by Meredith on December 1, 2021. However, we cannot assure you as to the timing of the Distribution or that all conditions to the Distribution will be met.

What do Meredith shareholders need to do to participate in the Distribution?			No action is required by shareholders, but we urge you to read this entire document carefully as well as other documents referenced herein. Shareholders who hold Meredith Stock as of the Record Date will not be required to take any action to receive New Meredith Stock in the Distribution. No shareholder approval of the Distribution is required or sought. We are not asking you for a proxy and you are requested not to send us a proxy in connection with the Distribution. You will not be required to make any payment, surrender or exchange your shares of Meredith Stock or take any other action to receive your shares of New Meredith Stock. If you own Meredith Stock as of the close of business on the Record Date, Meredith, with the assistance of Equiniti Trust Company d/b/a EQ Shareowner Services, LLC (“EQ” or the “Distribution Agent”), will electronically issue shares of New Meredith Stock to you or to your brokerage firm on your behalf by way of direct registration in book-entry form. EQ will mail you a book-entry account statement that reflects your shares of New Meredith Stock or your bank or brokerage firm will credit your account for the shares. If you sell shares of Meredith Common Stock in the “regular-way” market up to and including through the Distribution Date, you will be selling your right to receive shares of New Meredith Common Stock in the Distribution. Following the Distribution, shareholders whose shares are held in book-entry form may request that their shares of New Meredith Common Stock held in book-entry form be transferred to a brokerage or other account at any time, without charge. However, if the Dotdash Merger closes on the same day as the Distribution, shareholders of New Meredith will receive cash in an amount equal to $42.18 per share (as adjusted) of New Meredith Common Stock and New Meredith Class B Stock received in the Distribution, and shares of New Meredith Common Stock will not separately trade following the completion of the Distribution.


How many shares of New Meredith Stock will I receive in the Distribution?			You will receive one share of New Meredith Common Stock for each share of Meredith Common Stock held as of the close of business on November 19, 2021, the Record Date, and one share of New Meredith Class B Stock for each share of Meredith Class B Stock held as of the close of business on November 19, 2021, the Record Date. If you sell shares of Meredith Common Stock in the “regular-way” market up to and including through the Distribution Date, you will be selling your right to receive shares of New Meredith Common Stock in the Distribution. After the Spin-Off, New Meredith will be owned 100 percent by pre-Merger Meredith shareholders. However, if the Dotdash Merger closes on the same day as the Distribution, shareholders of New Meredith will receive cash in an amount equal to $42.18 per share (as adjusted) of New Meredith Common Stock and New Meredith Class B Stock received in the Distribution, and shares of New Meredith Common Stock will not separately trade following the completion of the Distribution.

Does New Meredith plan to pay dividends?			After the Distribution, we expect that we will commence payment of a regular cash dividend in the near term. However, the timing, declaration, amount and payment of any dividends in the future by us will be subject to the sole discretion of our Board of Directors and will depend on many factors. See “Dividend Policy.”

Will New Meredith incur any indebtedness prior to or at the time of the Spin-Off?			Yes. We anticipate having certain indebtedness upon completion of the Spin-Off if the Dotdash Merger does not close concurrently therewith. For more information, please refer to the sections entitled “The Separation, Distribution, and Spin-Off—New Meredith Financing” and “Risk Factors—Risks Relating to Our Business Following the Separation, Distribution, and Spin-Off.”

What are the U.S. federal income tax consequences of the Distribution to Meredith shareholders?			The receipt by you of shares of New Meredith Stock in the Distribution will generally be a taxable dividend in an amount equal to the fair market value of the New Meredith Stock received to the extent of your ratable share of Meredith’s current and accumulated earnings and profits, with the excess treated first as a non-taxable return of capital to the extent of your tax basis in shares of Meredith Stock and then as capital gain. For a more detailed discussion see “The Separation, Distribution, and Spin-Off—U.S. Federal Income Tax Considerations Relating to the Distribution and the Dotdash Merger—Tax Consequences of the Distribution,” included elsewhere in this information statement. You should consult your tax advisor about the particular consequences of the Distribution to you, including the application of state, local, and foreign tax laws.


How will I determine the tax basis I will have in the New Meredith shares I receive in the Distribution?			Your tax basis in the shares of New Meredith Stock received generally will equal the fair market value of such shares on the Distribution Date. For a more detailed discussion see “The Separation, Distribution, and Spin-Off—U.S. Federal Income Tax Considerations Relating to the Distribution and the Dotdash Merger” included elsewhere in this information statement.

What are the U.S. federal income tax consequences of the Dotdash Merger to New Meredith Shareholders?			For U.S. federal income tax purposes, the Dotdash Merger will constitute a fully taxable transaction for a holder of New Meredith Common Stock and each such holder will therefore recognize gain or loss, if any, as a result of the disposition of New Meredith Common Stock in the Dotdash Merger. However, if the Dotdash Merger is completed on the same day as the Distribution, we expect you to have a tax basis in your New Meredith Common Stock received in the Distribution that is equal to the cash received by you in the Dotdash Merger, in which case you will not recognize gain or loss in connection with the Dotdash Merger. For a more detailed discussion see “The Separation, Distribution, and Spin-Off—U.S. Federal Income Tax Considerations Relating to the Distribution and the Dotdash Merger—Tax Consequences of the Dotdash Merger,” included elsewhere in this information statement.

What will be the relationship between Meredith and New Meredith following the Spin-Off?			Following the Distribution, we will be a separate public company and Meredith will have no continuing stock ownership interest in us. In connection with the Distribution, we and Meredith have entered into a Separation and Distribution Agreement, Employee Matters Agreement, Tax Matters Agreement, and Transition Services Agreement for the purpose of accomplishing the Separation, Distribution, and Spin-Off. These agreements also will govern our relationship with Meredith subsequent to the Separation, Distribution, and Spin-Off and provide for the allocation of employee benefit, tax, and some other liabilities and obligations attributable to periods prior to, at, and after the Distribution. These agreements also include arrangements with respect to transition services under the Transition Services Agreement. The Separation and Distribution Agreement provides that we and Meredith will provide each other with appropriate indemnities with respect to the businesses and liabilities allocated to us and Meredith. See “Certain Relationships and Related Party Transactions.”


Is the Spin-Off dependent on Meredith’s shareholders approving the Gray Merger?			No. Meredith shareholder approval is not a condition of the Spin-Off. In the event that the Gray Merger Agreement is terminated for any reason, Meredith will continue as a publicly-traded company operating the Local Media Group business and National Media Group business, and Meredith and Dotdash have agreed to negotiate certain amendments to the Dotdash Merger Agreement and the agreements relating to the Spin-Off, subject to the terms of the Dotdash Merger Agreement. In such a scenario, it is possible that Meredith could either abandon the Spin-Off or nevertheless spin off the National Media Group to its shareholders in connection with the disposition of that business in the Dotdash Merger.

How will shares of New Meredith Stock be issued?			You will receive shares of New Meredith Stock through the same or substantially similar channels that you currently use to hold or trade shares of Meredith Stock, whether through a brokerage account or other channel. Receipt of shares of New Meredith Stock will be documented for you in substantially the same manner that you typically receive shareholder updates, such as monthly broker statements or other plan statements. If you own shares of Meredith Stock as of the close of business on the Record Date, including shares owned in certificated form, Meredith, with the assistance of EQ (Meredith’s transfer agent and registrar), the Distribution Agent, will electronically distribute shares of New Meredith Stock to you or to your brokerage firm on your behalf by way of direct registration in book-entry form. Your bank or brokerage firm will credit your account for the shares.

Will I receive physical certificates representing shares of New Meredith Stock?			No. You will not receive physical certificates representing shares of New Meredith Stock. In connection with the Separation, Distribution, and Spin-Off, neither Meredith nor New Meredith will be issuing physical certificates representing shares of New Meredith Stock. Instead, Meredith, with the assistance of EQ, the Distribution Agent, will electronically issue shares of our stock to you or to your bank or brokerage firm on your behalf by way of direct registration in book-entry form. EQ will mail you a book-entry account statement that reflects your shares of New Meredith Stock, or your bank or brokerage firm will credit your account for the shares. A benefit of issuing stock electronically in book-entry form is that there will be none of the physical handling and safekeeping responsibilities that are inherent in owning physical stock certificates.


If the Dotdash Merger occurs, what will I receive?			New Meredith shareholders will receive shares of New Meredith Common Stock or New Meredith Class B Common Stock, as applicable. However, these shares will represent the right to receive cash in an amount equal to $42.18 per share (as adjusted) upon the closing of the Dotdash Merger, which will likely limit the opportunity for appreciation in the trading price of New Meredith Common Stock. If the Dotdash Merger closes on the same day as the Distribution, shareholders of New Meredith will receive cash in an amount equal to $42.18 per share (as adjusted) of New Meredith Common Stock and New Meredith Class B Stock received in the Distribution, and shares of New Meredith Common Stock will not separately trade following the completion of the Distribution.

Should I sell my Meredith Common Stock or my New Meredith Common Stock?			If you sell your shares of Meredith Common Stock prior to or on the Distribution Date, you will also be selling your right to receive shares of New Meredith Common Stock in the Distribution. See “The Separation, Distribution, and Spin-Off—Trading Between the Record Date and Distribution Date.” You should consult with your financial advisors, such as your stockbroker, bank, or tax advisor. Neither Meredith nor New Meredith makes any recommendations on the purchase, retention, or sale of shares of Meredith Common Stock or the New Meredith Common Stock to be distributed.


Where will I be able to trade shares of New Meredith Common Stock?			There is not currently a public market for New Meredith Common Stock. We intend to apply to list our common stock on NYSE under the symbol “MDP.” We anticipate that, if the Distribution closes before the Dotdash Merger, trading in shares of New Meredith Common Stock will likely begin on a “when-issued” basis on or shortly before the Record Date under the symbol “MDP WI” and continue up to and including through the Distribution Date and that “regular-way” trading in shares of New Meredith Common Stock will begin on the first trading day following the Distribution Date. However, if the Dotdash Merger closes on the same day as the Distribution, then we do not expect that a “when-issued” trading market will develop, and shareholders of New Meredith will receive cash in an amount equal to $42.18 per share of New Meredith Common Stock and New Meredith Class B Stock received in the Distribution, and shares of New Meredith Common Stock will not separately trade following the completion of the Distribution. “When-issued” trading in the context of a spin-off refers to a sale or purchase made conditionally on or before the Distribution Date because the security of the spun-off entity has not yet been distributed. If trading begins on a “when-issued” basis, you may purchase or sell shares of New Meredith Common Stock until the time of the Distribution, but “when-issued” trades will not settle until after the Distribution Date. “When-issued” trades generally settle within three trading days after the Distribution Date. We cannot predict the trading prices for New Meredith Common Stock before, on or after the Distribution Date. However, if the shares of New Meredith Common Stock do publicly trade following the Distribution, they will represent the right to receive cash in an amount equal to $42.18 per share upon the closing of the Dotdash Merger, which will likely limit the opportunity for appreciation in the trading price of New Meredith Common Stock.

Will the number of Meredith shares I own change as a result of the Distribution?			The number of shares of Meredith Stock you own will not change as a result of the Distribution. However, promptly following the Distribution and as a result of the Gray Merger, each shareholder of Meredith Stock will receive $16.99 cash for each share of Meredith Stock as merger consideration.

What will happen to the listing of Meredith Common Stock?			Immediately after the Distribution and as a result of the Gray Merger, Meredith Common Stock will be delisted from NYSE.


Who will manage New Meredith after the Distribution?			We will be led by Meredith’s existing senior executive team with Tom Harty as Chairman and Chief Executive Officer and continue to benefit from Meredith’s management team’s expertise in conducting NMG’s business and operations. For more information regarding New Meredith’s directors and management, see “Management”.

Do I have appraisal rights in connection with the Separation, Distribution, and Spin-Off?			No. Holders of New Meredith Common Stock are not entitled to appraisal rights in connection with the Separation, Distribution, and Spin-Off.


Are there risks to owning New Meredith Stock?			Yes. Our business is subject to both general and specific risks relating to our business, our relationship with Meredith (and, following the Gray Merger, with Gray) and our being a stand-alone, publicly traded company. Our business is also subject to risks relating to the Spin-Off. Additionally, while the Dotdash Merger is expected to be completed, there can be no assurance that all conditions to the parties’ obligations to complete the Dotdash Merger, including regulatory approval, will be satisfied, or that the Dotdash Merger will be completed on the proposed terms, within the expected timeframe, or at all. These risks are described in the “Risk Factors” section of this information statement. We encourage you to read that section carefully.

Where can Meredith shareholders get more information?			Before the Spin-Off and the Gray Merger, if you have any questions relating to Meredith’s business performance or to the Separation, Distribution or Spin-Off you should contact: Meredith Corporation Investor Relations 1716 Locust Street Des Moines, IA 50309-3023 (515) 284-3000 www.meredith.com After the Spin-Off and the Gray Merger, if you have any questions relating to New Meredith, you should contact: Meredith Holdings Corporation Investor Relations 1716 Locust Street Des Moines, IA 50309-3023 (515) 284-3000 www.meredith.com After the Separation, Distribution, and Spin-Off, if you have any questions relating to the Distribution of New Meredith Stock, you should contact: Equiniti Trust Company d/b/a EQ Shareowner Services 1110 Centre Pointe Curve Suite 101 Mendota Heights, MN 55120 (651) 450-4064 (800) 468-9716

Summary of the Separation, Distribution, and Spin-Off

The following is a summary of the material terms of the Separation, Distribution, and Spin-Off.


Distributing Company			Meredith Corporation. After the Distribution, Meredith will not own any shares of New Meredith Stock.

Distributed Company			Meredith Holdings Corporation, an Iowa corporation and a wholly-owned subsidiary of Meredith that was formed to hold all of Meredith’s assets and liabilities allocated to its NMG businesses and corporate functions (along with MNI Targeted Media and People TV businesses, which will be transferred to New Meredith), and excluding its LMG businesses. After the Distribution, New Meredith will be a stand-alone, publicly traded company, unless the Dotdash Merger closes on the same day as the Distribution.

Distribution Ratio			Each holder of Meredith Common Stock will receive one share of New Meredith Common Stock for each share of Meredith Common Stock held on November 19, 2021. Each holder of Meredith Class B Stock will receive one share of New Meredith Class B Common Stock for each share of Meredith Class B Stock held on November 19, 2021.

Distributed Securities			All of the shares of New Meredith Stock owned by Meredith, which will be 100 percent of New Meredith Stock outstanding immediately prior to the Distribution. Based on the approximately 40,741,018 shares of Meredith Common Stock outstanding on November 5, 2021 and applying the distribution ratio of one share of New Meredith Common Stock for each share of Meredith Common Stock, approximately 40,741,018 shares of New Meredith Common Stock will be distributed to Meredith shareholders who hold Meredith Common Stock as of the Record Date. Based on the approximately 5,060,957 shares of Meredith Class B Stock outstanding on November 5, 2021 and applying the distribution ratio of one share of New Meredith Class B Stock for each share of Meredith Class B Stock, approximately 5,060,957 shares of New Meredith Class B Stock will be distributed to Meredith shareholders who hold Meredith Class B Stock as of the Record Date.


Treatment of Equity Awards – Spin-Off			Options. Prior to completion of the Gray Merger, in connection with the Spin-Off, each outstanding stock option granted under Meredith’s equity plans will be converted into two options: (1) an adjusted Meredith stock option that will be canceled and converted into the right to receive a cash payment in the Gray Merger as described below, and (2) a stock option for New Meredith shares. The number of shares subject to the adjusted Meredith stock option and the New Meredith stock option will be equal to the number of shares subject to the related Meredith stock option prior to the Spin-Off, but the exercise prices will be adjusted to reflect the relative values of LMG and NMG. Unvested New Meredith stock options held by employees of LMG will be canceled and converted into the right to receive a cash payment from New Meredith equal to the excess, if any, of the “when-issued” trading price of New Meredith Common Stock on the last trading day immediately prior to the Distribution Date less the adjusted exercise price for such option (or, if a “when-issued” trading price is not available, the cash amount (as adjusted) payable in respect of each share of New Meredith Common Stock under the Dotdash Merger Agreement). RSUs and Share-Based Awards. Prior to completion of the Gray Merger, in connection with the Spin-Off, holders of RSUs and other Share-Based Awards granted under Meredith’s equity plans will receive RSUs and Share-Based Awards in New Meredith with respect to an equal number of shares subject to the related Meredith award prior to the Spin-Off. Unvested New Meredith RSUs held by employees of LMG will be canceled and converted into the right to receive a cash payment from New Meredith equal to the “when-issued” trading price of New Meredith Common Stock on the last trading day immediately prior to the Distribution Date (or, if a “when-issued” trading price is not available, the cash amount (as adjusted) payable in respect of each share of New Meredith Common Stock under the Dotdash Merger Agreement).

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

Distribution Agent			Equiniti Trust Company d/b/a EQ Shareowner Services.

Record Date			The Record Date for the Distribution is the close of business on November 19, 2021.

Distribution Date			The Distribution Date is expected to be December 1, 2021.


Distribution			On the Distribution Date, Meredith, with the assistance of EQ, the Distribution Agent, will electronically issue shares of New Meredith Stock to you or to your bank or brokerage firm on your behalf by way of direct registration in book-entry form. You will not be required to make any payment, surrender or exchange your shares of Meredith Common Stock or take any other action to receive your shares of New Meredith Stock. If you sell shares of Meredith Common Stock in the “regular-way” market, up to and including the Distribution Date, you will be selling your right to receive shares of New Meredith Common Stock in the Distribution. Registered shareholders will receive additional information from the Distribution Agent shortly after the Distribution Date. Following the Distribution, shareholders whose shares are held in book-entry form may request that their shares of New Meredith Stock be transferred to a brokerage or other account at any time, without charge. Beneficial shareholders that hold shares through a brokerage firm will receive additional information from their brokerage firms shortly after the Distribution Date.

New Meredith Cash Payment			New Meredith or one of its subsidiaries will pay to Meredith at the time of the Distribution the New Meredith Cash Payment, which will be used to satisfy a portion of Meredith’s existing indebtedness. The amount of the New Meredith Cash Payment will be determined in connection with the Closing and will be the amount such that the net debt of Meredith (exclusive of any New Meredith debt and after giving effect to the New Meredith Cash Payment) would be equal to $1.975 billion (subject to certain adjustments, the amount of net debt agreed by Meredith and Gray to be allocated to Meredith in connection with the Separation, Distribution, and Spin-Off). The New Meredith Cash Payment is expected to be funded through the following sources: available cash on hand (which will be taken into account in determining the amount of the New Meredith Cash Payment) and through borrowings under a senior credit facility from the New Meredith Debt Financing (as defined below) or, if the Dotdash Merger (as defined below) is completed on the same day as the closing of the Spin-Off and the Gray Merger, through funds advanced by Dotdash. See “The Separation, Distribution, and Spin-Off — New Meredith Cash Payment” included elsewhere in this information statement.


Conditions to the Distribution			The Distribution is subject to the satisfaction of certain conditions, including without limitation: •each of the conditions to the Gray Merger Agreement has been fulfilled or waived (other than those conditions that by their nature can only be satisfied at the closing of the Gray Merger, provided that such conditions are capable of being satisfied) and Gray has confirmed to Meredith in writing that it is prepared to consummate the Gray Merger, subject only to the completion of the Distribution and the New Meredith Cash Payment; the Separation shall have been substantially completed in accordance with the agreed plan of separation; •the New Meredith Debt Financing shall have been consummated and funded in full in accordance with the New Meredith Commitment Letter (except that, pursuant to the Consent Agreement, this condition can be satisfied without full funding of the New Meredith Debt Financing to the extent the Dotdash Merger closes on the same day as the Spin-off and the Gray Merger and the New Meredith Cash Payment is fully paid through funds advanced by Dotdash, subject to the terms of the Separation and Distribution Agreement); •the New Meredith Cash Payment shall have been made from New Meredith to Meredith in accordance with the terms of the Separation and Distribution Agreement; •the Form 10, of which this information statement is a part, filed with the Securities and Exchange Commission (“SEC”) in connection with the Separation, Distribution, and Spin-Off has been declared effective by the SEC and no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SEC, and the information statement shall have been mailed to holders of Meredith Common Stock as of the Record Date of the Distribution; •prior to the Distribution Date, such registration statements on Form S-8 as are necessary to register the equity awards of New Meredith held by or made available to directors and employees of New Meredith shall have been filed with the SEC; •all actions and filings with respect to the New Meredith Stock necessary under applicable federal, state, or foreign securities or “blue sky” laws and the rules and regulations thereunder having been taken and, where applicable, become effective or been accepted; •New Meredith will have obtained an opinion from a nationally-recognized valuation or accounting firm or investment bank, as to the solvency of New Meredith and Meredith after giving effect to the Distribution and the New Meredith Cash Payment in a form reasonably satisfactory to New Meredith and Meredith; •the New Meredith Common Stock to be delivered in the Distribution has been accepted for listing on a national securities exchange, subject to compliance with applicable listing requirements; and •no injunction by any court or other tribunal of competent jurisdiction has been entered and continue to be in effect and no law has been adopted or be effective preventing consummation of the Distribution or any of the transactions contemplated by the Spin-Off Agreements or the Gray Merger.



Stock Exchange Listing			We intend to file an application to list shares of New Meredith Common Stock on NYSE under the ticker symbol “MDP.” We anticipate that on or shortly prior to the Record Date, trading of shares of New Meredith Common Stock will likely begin on a “when-issued” basis and continue up to and including through the Distribution Date. See “The Separation, Distribution, and Spin-Off—Trading Between the Record Date and Distribution Date” included elsewhere in this information statement. However, if the Dotdash Merger closes on the same day as the Distribution, then we do not expect that a “when-issued” trading market will develop, and shareholders of New Meredith will receive cash in an amount equal to $42.18 per share (as adjusted) of New Meredith Common Stock and New Meredith Class B Stock received in the Distribution, and shares of New Meredith Common Stock will not publicly trade following the completion of the Distribution.

Dividend Policy			Pursuant to the terms of the Dotdash Merger Agreement, following the Spin-Off, New Meredith is prohibited from issuing dividends until the termination of the Dotdash Merger Agreement. After the Distribution, if the Dotdash Merger Agreement is terminated, we expect that New Meredith will commence payment of a regular cash dividend in the near term. However, the timing, declaration, amount and payment of any dividends in the future by New Meredith will be subject to the sole discretion of our Board of Directors and will depend on many factors. See “Dividend Policy.”

Risks Relating to Ownership of Our Common Stock and the Separation, Distribution, and Spin-Off			Our business is subject to both general and specific risks and uncertainties relating to our business, our leverage, our relationship with Meredith and Gray, and our being a stand-alone, publicly traded company. Our business is also subject to risks relating to the Separation, Distribution, and Spin-Off. Additionally, while the Dotdash Merger is expected to be completed, there can be no assurance that all conditions to the parties’ obligations to complete the Dotdash Merger, including regulatory approval, will be satisfied, or that the Dotdash Merger will be completed on the proposed terms, within the expected timeframe, or at all. You should read carefully the section titled “Risk Factors” in this information statement.

Tax Consequences of the Distribution			The receipt by a shareholder of shares of New Meredith Stock in the Distribution will generally be a taxable dividend in an amount equal to the fair market value of the New Meredith Stock received to the extent of such holder’s ratable share of Meredith’s current and accumulated earnings and profits, with the excess treated first as a non-taxable return of capital to the extent of such holder’s tax basis in its shares of Meredith Stock and then as capital gain. For a more detailed discussion see “The Separation, Distribution, and Spin-Off—U.S. Federal Income Tax Considerations Relating to the Distribution and the Dotdash Merger” included elsewhere in this information statement. Holders should consult their tax advisors about the particular consequences of the Distribution to them, including the application of state, local, and foreign tax laws.


Certain Agreements with Meredith and Gray			In connection with the anticipated Distribution, we have entered into a Separation and Distribution Agreement and several other agreements with Meredith and Gray, including an Employee Matters Agreement, to effect the Separation, Distribution, and Spin-Off and provide a framework for our relationship with Meredith and Gray after the Spin-Off and the Gray Merger. Though these agreements are related-party agreements, such agreements were negotiated with Gray on an arm’s length basis and may not be modified without Gray’s prior written consent. We have also entered into a Tax Matters Agreement with Meredith and Gray that generally governs the parties’ respective rights and obligations after the Spin-Off and the Gray Merger with respect to certain tax matters. These agreements will govern the relationships between New Meredith and Gray subsequent to the Spin-Off and provide for the allocation between New Meredith and Meredith (and after the completion of the Gray Merger, Gray) of Meredith’s assets, liabilities, and obligations attributable to periods prior to New Meredith’s separation from Meredith. For a discussion of these arrangements, see “Certain Relationships and Related Party Transactions” included elsewhere in this information statement.



Description of the Dotdash Merger			On October 6, 2021, Meredith announced that Meredith and New Meredith have entered into an Agreement and Plan of Merger with About, Inc. (“Dotdash”) and, solely for the limited purposes set forth therein, IAC/InterActiveCorp (“IAC”) dated October 6, 2021 (the “Dotdash Merger Agreement”), pursuant to which Dotdash will acquire New Meredith, which will include our NMG businesses, and New Meredith will become a wholly-owned subsidiary of Dotdash, which we refer to as the “Dotdash Merger”. Dotdash is a wholly-owned subsidiary of IAC, which agreed to guarantee the payment and performance obligations of Dotdash under the Dotdash Merger Agreement. The consummation of the Dotdash Merger pursuant to the Dotdash Merger Agreement is subject to the expiration or termination of the required waiting period under the HSR Act and other closing conditions as set forth in the Dotdash Merger Agreement. We currently are expecting the Spin-Off and the Gray Merger to be consummated in the fourth quarter of calendar year 2021 (subject to the satisfaction or waiver of closing conditions (including regulatory and shareholder approvals)). Completion of the Dotdash Merger is not a condition to consummation of the Spin-Off or the Gray Merger, and, for so long as the Gray Merger Agreement is in effect, the Dotdash Merger will not, pursuant to the Consent Agreement, occur until after the closing of the Gray Merger. If the conditions to complete the Dotdash Merger have been satisfied or waived, New Meredith currently expects the Dotdash Merger to be consummated on the same day as, and following completion of, the Spin-Off and the Gray Merger. If the Gray Merger is not completed, Meredith will continue as a publicly traded company operating the Local Media Group business, and in the event the Gray Merger Agreement is terminated, Meredith, New Meredith and Dotdash have agreed to negotiate certain amendments to the Dotdash Merger Agreement and agreements relating to the Spin-Off, subject to the terms of the Dotdash Merger Agreement. If the Dotdash Merger is completed, New Meredith shareholders will be entitled to receive $42.18 per share in cash (subject to downward adjustment as provided in the Dotdash Merger Agreement), without interest and subject to all applicable tax withholding, for each share of New Meredith Common Stock and each share of New Meredith Class B Stock that the shareholder owns immediately prior to the closing of the Dotdash Merger, and will have no ongoing ownership interest in the continuing NMG business. This cash payment to New Meredith shareholders will be in addition to the $16.99 per share cash payment Meredith shareholders will receive if the Gray Merger is completed. If the Dotdash Merger is completed on the same day as the Spin-Off and the Gray Merger, the New Meredith Common Stock will not separately trade following the Distribution. We intend to apply to list our common stock on NYSE under the symbol “MDP,” and, if the Dotdash Merger is not completed on the same day as the Spin-Off and the Gray Merger, we expect that the New Meredith Common Stock will be listed for public trading until consummation of the Dotdash Merger. Meredith and New Meredith shareholders are not required to vote on the Dotdash Merger pursuant to the IBCA. The Dotdash Merger pursuant to the Dotdash Merger Agreement was unanimously approved by the boards of Meredith and New Meredith and by Meredith, in its capacity as the sole shareholder of New Meredith (the constituent corporation in the Dotdash Merger). As this is the only shareholder vote required for the Dotdash Merger, no additional approvals of Meredith or New Meredith shareholders are required for the consummation of the Dotdash Merger. The Dotdash Merger pursuant to the Dotdash Merger Agreement was approved by Meredith’s Board and New Meredith’s Board and by Meredith, as the sole shareholder of New Meredith. You will receive separate instructions for receiving your cash payment in connection with the Dotdash Merger.

Summary Historical and Unaudited Pro Forma Condensed Combined Financial Information

The following table presents certain summary combined financial data for New Meredith as of and for the years ended December 31, 2020, 2019, and 2018, as of June 30, 2021, and for the six month periods ended June 30, 2021 and 2020. The December 31, 2020, 2019, and 2018, data are derived from New Meredith’s historical audited combined financial statements and accompanying notes thereto. The June 30, 2021 and 2020 data are derived from New Meredith’s historical unaudited condensed combined financial statements and accompanying notes thereto. Because the data in this table is only a summary, you should read the combined financial statements, including the related notes, included elsewhere in this information statement, and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this information statement. Historical results are not necessarily indicative of the results to be expected for any future periods.

The table below also sets forth unaudited summary pro forma combined financial information for the year ended December 31, 2020, and as of and for the six month period ended June 30, 2021, which has been derived from the unaudited pro forma condensed combined financial statements included in this information statement and which should be read in conjunction with the presentation of such information and New Meredith’s historical combined financial statements, in each case including the accompanying notes thereto. The unaudited pro forma condensed combined financial information gives effect to events that are directly attributable to the Spin-Off and the Gray Merger in the pro forma condensed balance sheet as though they occurred as of June 30, 2021, and in the pro forma condensed statement of earnings (loss), as though the effects of the previously described balance sheet adjustments were made as of January 1, 2020. The unaudited summary pro forma combined financial information should not be considered indicative of actual results that would have been achieved had the Spin-Off and the Gray Merger occurred on the respective dates indicated and does not purport to indicate balance sheet information or results of operations as of any future date or for any future period. We cannot assure you that the assumptions used in the preparation of the unaudited combined pro forma financial information will prove to be correct.


	As of or for the years ended December 31,
	New Meredith Pro Forma		Historical New Meredith
	2020		2020		2019		2018
(In millions)
Results of operations
Revenues	$	2,071.3	$	2,071.3	$	2,365.2	$	2,355.9
Loss from continuing operations	(275.6)		(255.4)		(37.0)		(144.0)
Net loss			(250.8)		(84.2)		(217.1)
Financial position
Total assets			4,588.1		4,935.4
Long-term obligations (including current portion)			2,989.3		2,355.9


	As of and for the six months ended June 30,
	New Meredith Pro Forma		Historical New Meredith
	2021		2021		2020
(In millions)
Results of operations
Revenues	$	1,017.0	$	1,017.0	$	978.4
Earnings (loss) from continuing operations	86.0		42.6		(302.6)
Net earnings (loss)			42.6		(298.0)
Financial position
Total assets	4,156.5		4,349.1
Long-term obligations (including current portion)	701.5		2,746.0

RISK FACTORS

You should carefully consider each of the following risk factors and all of the other information set forth in this information statement. The risk factors generally have been separated into seven groups: (i) risks relating to the Separation, Distribution, and Spin-Off, (ii) risks relating to our business, (iii) risks relating to indebtedness, (iv) risks relating to income taxes, (v) risks relating to our common stock, (vi) risks relating to the Dotdash Merger and (vii) general risks. Based on the information currently known to us, we believe that the following information identifies the most significant risk factors affecting us in each of these categories of risks. However, the risks and uncertainties that we face are not limited to those set forth in the risk factors described below. In addition, past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods.

If any of the following risks and uncertainties develops into actual events, these events could have a material adverse effect on our business, financial condition or results of operations. In such case, the trading price of New Meredith common stock could decline.

Risks Relating to the Separation, Distribution, and Spin-Off

We may be unable to achieve some or all of the expected benefits from the Separation, Distribution, and Spin-Off.

We believe that our business will benefit from, among other things, allowing our management to focus time and resources on strategies for the operation and growth of our magazine and digital operations. We may not be able to achieve some or all of the benefits that we expect to achieve subsequent to the Spin-Off or such benefits may be delayed or may not occur at all for a variety of reasons, including the following:

•the Spin-Off will require significant amounts of management’s time and effort, which may divert management’s attention from operating and growing our business;

•following the Separation, we may be more susceptible to economic downturns and other adverse events than if we still had the LMG businesses;

•following the Separation, our business will be less diversified than it was prior to the Separation; and

•actions required to separate the respective businesses could disrupt our operations.

If we fail to achieve some or all of the benefits expected to result from the Separation, or if such benefits are delayed, our business could be harmed.

As a separate, publicly traded company, we may not enjoy the same benefits that we did prior to the Spin-Off.

Prior to the Spin-Off, the business of New Meredith operated as part of a larger Meredith that included the LMG businesses. Following the Spin-Off, we will have less collateral to secure new financings, our market capitalization will be smaller than that of Meredith, and our ability to take advantage of economies of scale may be adversely impacted. For example, we may experience an adverse impact on pricing for goods and services. There is a risk that we may become more susceptible to market fluctuations and other adverse events than we would have been if we were still a part of the larger Meredith organizational structure.

Our historical and pro forma financial information is not necessarily representative of the results we would have achieved as a standalone company and may not be a reliable indicator of our future results.

The historical and pro forma financial statements we have included in this information statement may not reflect what our business, financial position or results of operations would have been if the NMG businesses had been operating independently during the periods presented or what our results of operations, financial position and cash flows will be in the future when we are a standalone company. In connection with the Spin-Off, we anticipate that significant changes will occur in our cost structure, financing and business operations. For additional information about our past financial performance and the basis of presentation of our financial statements, please see “Summary Historical and Unaudited Pro Forma Condensed Combined Financial Information”, “Management’s Discussion

and Analysis of Financial Condition and Results of Operations” and our financial statements and the notes thereto included elsewhere in this information statement.

The transfer or assignment to us of some contracts and other assets may require the consent of third-parties, and we may not be entitled to the benefit of such contracts, investments, and other assets in the future if such consent is not given.

The transfer or assignment of some of the contracts and other assets in connection with the Separation will require the consent of a third party to the transfer or assignment. While we anticipate that most of these contract assignments will be obtained prior to the Separation, we may not be able to obtain all required consents or enter into all new agreements with such counterparties until after the Separation. Some parties may use the requirement of a consent to seek more favorable contractual terms from us, which could include our having to obtain letters of credit or other forms of credit support. If we are unable to obtain such consents or such credit support on commercially reasonable and satisfactory terms, we may be unable to obtain some of the benefits, assets, and contractual commitments that are intended to be allocated to us as part of the Separation. In addition, when we do not intend to obtain consent from third-party counterparties based on our belief that no consent is required, the third-party counterparties may challenge the transaction on the basis that the terms of the applicable commercial arrangements require their consent. We may incur substantial litigation and other costs in connection with any such claims and, if we do not prevail, our ability to use these contracts and other assets could be adversely impacted.

The Spin-Off may adversely affect our ability to attract and retain key personnel, which could materially harm our business.

The Spin-Off may result in new and different demands on our management team and other employees. Following the Spin-Off, we will need to continue to attract and retain highly qualified personnel. Our ability to attract, recruit and retain such talent will depend on a number of factors, including the hiring practices of our competitors, our compensation and benefits, work location and work environment and economic conditions affecting our industry generally. We cannot be sure that we will be able to attract and retain quality personnel or that the costs of doing so will not materially increase. If we cannot effectively hire and retain qualified employees, our business, results of operations and prospects could suffer.

Meredith’s and Gray’s inability to obtain all material authorizations, consents, approvals and clearances of third parties including U.S. federal agencies (“Third-Party Approvals”) in connection with the Distribution and the Gray Merger may have a material adverse effect on Meredith’s ability to consummate the Distribution.

There are numerous Third-Party Approvals that Meredith and Gray must obtain in connection with the distribution and the restructuring of Meredith’s business in connection therewith, and in connection with the Gray Merger, including approvals by regulatory authorities. In some cases, these approvals must be obtained before the distribution can be completed. Although Meredith and Gray have commenced the process of seeking the necessary Third-Party Approvals required in connection with the distribution, they currently do not have all the necessary Third-Party Approvals. There is no assurance that Meredith and Gray will be able to obtain these Third-Party Approvals.

The Distribution could give rise to disputes or other unfavorable effects, which could have a material adverse effect on our business, financial position and results of operations.

Disputes with third parties could arise out of the Distribution, and we could experience unfavorable reactions to the distribution from employees, credit ratings agencies, regulators or other interested parties. These disputes and reactions of third parties could have a material adverse effect on our business, financial position and results of operations. In addition, following the Distribution and the Gray Merger between Meredith and Gray, disputes between New Meredith and Gray could arise in connection with any of the Separation and Distribution Agreement, the Tax Matters Agreement, or other agreements.

Our potential indemnification liabilities pursuant to the Separation and Distribution Agreement and Tax Matters Agreement could materially adversely affect us.

Among other things, the Separation and Distribution Agreement and Tax Matters Agreement provide for indemnification obligations designed to make us financially responsible for certain liabilities relating to or arising out of Meredith’s historical business or the transactions, including certain pre-closing tax matters (as set forth in the Tax Matters Agreement) and certain litigation and legal compliance matters. If we are required to indemnify Meredith under the circumstances set forth in the Separation and Distribution Agreement and/or the Tax Matters Agreement, we may be subject to substantial liabilities.

In connection with New Meredith’s separation from Meredith, pursuant to the Separation and Distribution Agreement, Meredith will indemnify us for certain liabilities, and Gray will guarantee such indemnification. However, there can be no assurance that these indemnities will be sufficient to insure New Meredith against the full amount of such liabilities, or that Meredith’s ability to satisfy (or Gray’s ability to guarantee) its indemnification obligations will not be impaired in the future. Third parties could also seek to hold New Meredith responsible for any liabilities that Meredith will agree to retain, and there can be no assurance that Meredith or Gray will be able to fully satisfy its indemnification obligations. Moreover, even if we ultimately succeed in recovering from Meredith or Gray any amounts for which we are held liable, we may be temporarily required to bear these losses while seeking recovery from Meredith or Gray.

Risks Relating to Our Business

The effects of the outbreak of the COVID-19 pandemic have had and may continue to have an adverse impact on our business, financial condition, operations, and prospects.

The COVID-19 pandemic has had and continues to have widespread, rapidly evolving, and unpredictable impacts on global society, economies, financial markets, and business practices. Federal and state governments have implemented measures in an effort to contain the virus, including social distancing, travel restrictions, border closures, limitations on public gatherings, work from home policies, supply chain logistical changes, and closure of non-essential businesses. To protect the health and well-being of our employees, suppliers, and customers, we have made substantial modifications to employee travel policies, implemented office closures as employees are advised to work from home, and canceled or shifted our marketing events to virtual-only.

The COVID-19 pandemic has impacted and may continue to impact our business operations, including our employees, customers, partners, and communities. There is substantial uncertainty as to the nature and degree of the continued effects of the pandemic over time. Our business, financial condition, operations, and prospects have been and may continue to be adversely affected by the COVID-19 pandemic, which has adversely impacted our advertising and marketing partners, consumers, and the markets in which we operate.

While the ultimate potential impact and duration of the COVID-19 pandemic on the global economy and our business, in particular, may be difficult to assess or predict, to date the pandemic has resulted in and may continue to result in significant disruption of aspects of our business. For example, we have experienced advertising cancellations and delays across our business as well as declines in our newsstand sales, resulting in an adverse impact on our revenues. In addition, we may experience unfavorable impacts on our operations as a result of COVID-19, including, but not limited to, the following:

•We may in the future experience significant reductions or volatility in demand for one or more of our products, which may be caused by, among other things: the temporary inability of consumers to purchase our products due to illness, quarantine or other travel restrictions, or financial hardship, shifts in demand away from one or more of our products; if prolonged, such impacts may further increase the difficulty of planning for operations and may negatively impact our results;

•We may in the future experience significant reductions in the availability of one or more of our products as a result of retailers or shippers modifying restocking, fulfillment, and shipping practices;

•We may in the future be unable to meet our customers’ needs and achieve cost targets due to disruptions in our manufacturing operations or supply arrangements caused by the loss or disruption of essential manufacturing

and supply elements such as raw materials or finished product components, transportation resources, workforce availability, or other manufacturing and distribution capability;

•We may in the future be unable to effectively manage evolving health and welfare strategies, including, but not limited to, ongoing or not yet fully known costs related to operational adjustments to ensure continued employee and consumer safety and adherence to health guidelines as they are modified and supplemented;

•We may in the future be impacted by the failure of third parties on which we rely, including those third parties who print our magazines, supply necessary operating materials, distributors, contractors, commercial banks, and external business partners, to meet their obligations to us, or significant disruptions in their ability to do so, which may be caused by their own financial or operational difficulties and may negatively impact our operations; and

•We may in the future be impacted by significant changes in the political conditions in markets in which we sell or distribute our products, including quarantines, governmental or regulatory actions, closures, or other restrictions that restrict our employees’ ability to travel or perform necessary business functions, or otherwise prevent our third-party partners, suppliers, or customers from sufficiently staffing operations, including operations necessary for the production, distribution, sale, and support of our products, which could negatively impact our results.

We may need to take further actions to ensure the continuity of our business. In addition, due to market volatility and material declines in equity prices, we recorded material non-cash impairment charges related to certain indefinite-lived intangible assets, including goodwill and trademarks.

The extent to which the COVID-19 pandemic impacts our business going forward will depend on numerous evolving factors we cannot reliably predict, including the duration and scope of the pandemic; governmental, business, and individuals’ actions in response to the pandemic; and the impact on economic activity, including the possibility of recession or financial market instability. These factors may adversely impact consumer, business, and government spending as well as customers’ ability to pay for our products and services on an ongoing basis. This uncertainty also affects management’s accounting estimates and assumptions, which could result in greater variability in a variety of areas that depend on these estimates and assumptions. Even after the COVID-19 outbreak has subsided, we may continue to experience significant impacts to our business as a result of its global economic impact, including any economic downturn or recession that has occurred or may occur in the future. The COVID-19 pandemic may also have the effect of heightening other risks identified in this section of our information statement.

Advertising related revenues represent the largest portion of our revenues, and advertising demand may fluctuate from period to period.

For the year ended December 31, 2020, 49 percent of our revenues were derived from advertising related sources. Demand for advertising is highly dependent upon the strength of the U.S. economy. During an economic downturn, demand for advertising may decrease. Since the outbreak of COVID-19, some of our advertising and marketing partners have faced tremendous challenges, which has impacted us. As a result, during the second quarter of 2020, we saw cancellations and delays in advertising campaigns, with significant declines in digital and print advertising revenues. While digital advertising strengthened in the second half of 2020, we continued to see an adverse impact on print advertising into 2021. While we are not able to estimate the continued impact of the COVID-19 pandemic on revenues, we may continue to see adverse impact on print advertising. We do not know when advertising conditions will improve or return to historical levels. The growth in alternative forms of media, particularly digital platforms, has increased the competition for advertising dollars, which could, in turn, reduce expenditures for magazine and television advertising or suppress advertising rates.

Circulation revenues represent a significant portion of our revenues.

Magazine circulation is another significant source of revenue, representing 35 percent of total revenues for the fiscal year ended December 31, 2020. Preserving the number of copies sold is critical for maintaining advertising sales. Magazines face increasing competition from alternative forms of media and entertainment. As a result, sales of magazines through subscriptions and at the newsstand could decline. As publishers compete for subscribers, subscription prices could decrease, and marketing expenditures may increase. Since the outbreak of COVID-19,

shelter-in-place and business closing orders as well as significant declines in travel have impacted us. As a result, during the second quarter of 2020, we saw reductions in newsstand sales, which continued into 2021. While we are not able to estimate the ongoing impact of the COVID-19 pandemic on newsstand revenues we may experience further declines in newsstand sales.

Our digital revenues are subject to seasonal fluctuations.

Revenues associated with our digital operations are subject to seasonal fluctuations, traditionally highest during the fourth calendar quarter period due to increased retailer and consumer goods marketing activities and strong consumer demand for and engagement with our food and lifestyle content associated with Thanksgiving, Christmas and other holidays at that time of the year. Traffic and consumer engagement may also fluctuate around other holidays and significant cultural events, such as Hollywood award shows, filmed entertainment premiers, and finales as well as breaking news concerning celebrities and royal family members. As a result of these fluctuations, comparisons of our revenues and operating results between different quarters within a single year are not necessarily meaningful comparisons.

We face significant competition in all aspects of our business.

We operate in a highly competitive environment. We compete for subscription and advertising revenue with traditional and other content providers, news aggregators, search engines, social media platforms, diversified multi-platform media companies, ‘pure-play’ digital companies and large digital platform operators including Google and Facebook. Digital media is intensely competitive, particularly for women’s attention and for spending from advertisers and marketers. Competition among these players is robust, and new competitors can quickly emerge. Publishing is also a highly competitive business. Direct competitors include magazine publishers such as Hearst Corporation and Condé Nast. Our magazines and related publishing products and services also compete with other mass media, including the internet and many other leisure-time activities.

Our ability to compete effectively depends on many factors both within and beyond our control, including among others:

•our ability to continue delivering a breadth of high-quality journalism and content that is interesting and relevant to our audience;

•our reputation and brand strength relative to those of our competitors;

•the popularity, usefulness, ease of use, performance, reliability and value of our digital products, compared with those of our competitors;

•the sustained engagement of our audience directly with our products;

•our ability to reach new users;

•our ability to develop, maintain and monetize our products and offerings;

•the pricing of our products and offerings;

•our marketing and selling efforts, including our ability to differentiate our products and offerings from those of our competitors;

•our visibility on search engines and social media platforms and in mobile app stores, compared with that of our competitors;

•our ability to attract, retain, and motivate talented employees;

•our ability to provide advertisers with a compelling return on their investments; and

•our ability to manage and grow our business in a cost-effective manner.

Some of our current and potential competitors may have greater resources than we do, which may allow them to compete more effectively than us. In addition, several of the companies that have competing digital news

destinations or subscription products, such as Google and Facebook, also control some of the primary environments in which we develop relationships with new users and market and sell our products, and therefore can affect our ability to compete effectively. Some of these companies encourage their large audiences to consume our content within their products, impacting our ability to attract, engage and monetize users directly.

Technology in the media industry continues to evolve rapidly.

Advances in technology have led to an increasing number of alternative methods for the delivery of content and have driven consumer demand and expectations in unanticipated directions. If we are unable to exploit new and existing technologies to distinguish our products and services from those of our competitors or adapt to new distribution methods that provide optimal user experiences, our business, financial condition, and prospects may be adversely affected. Technology developments also pose other challenges that could adversely affect our revenues and competitive position. New delivery platforms may lead to pricing restrictions, the loss of distribution control, and the loss of a direct relationship with consumers. For example, we may be adversely affected if the use of technology developed to block the display of advertising on websites proliferates. In addition, technologies such as subscription streaming media services and mobile video are increasing competition for household audiences and advertisers. This competition may make it difficult for us to grow or maintain our print revenues, which we believe may challenge us to expand the contribution of our digital businesses.

Our success depends on our ability to improve and scale our technical infrastructure and respond and adapt to changes in technology and consumer behavior which continues to evolve rapidly.

Our ability to attract consumers and customers is dependent upon the reliable performance and increasing capabilities of our products and our underlying technical infrastructure. As we invest in our array of products and our digital business grows in size, scope and complexity, we must continue to invest in maintaining, integrating, improving and scaling our technical infrastructure. Our failure to do so, or any significant disruption in our service, could damage our reputation, result in a potential loss or ineffective monetization of users, and adversely affect our financial results.

These efforts are further complicated by the continuing rapid evolution of technology in the media industry and changes in the preferences and expectations of consumers as they seek more control over how they consume content. Changes in technology and consumer behavior pose a number of challenges that could adversely affect our revenues and competitive position. For example, among others:

•we may be unable to maintain or update our technology infrastructure quickly enough and in a way that meets market and consumer demands;

•we may be unable to develop digital products consumers find engaging and that achieve a high level of market acceptance;

•we may introduce new products or services, or make changes to existing products and services, that are not received favorably by consumers;

•there may be changes in user sentiment about the quality or usefulness of our existing products or concerns related to privacy, security or other factors;

•we may fail to successfully manage changes implemented by social media platforms, search engines, news aggregators, mobile app stores and device manufacturers, including those that encourage user engagement with our content in their environments rather than directing users to our products, and those affecting how our content and applications are discovered, prioritized, displayed and monetized; and

•the consumption of our content on delivery platforms of third parties may lead to limitations on monetization of our products, the loss of control over distribution of our content and of a direct relationship with our audience, and lower engagement and subscription rates.

We continue to invest significant resources to mitigate these potential risks and to build, maintain and evolve our products and technology infrastructure. These investments may adversely impact our operating results in the near term and there can be no assurance as to our ability to use new and existing technologies to distinguish our products

and services from those of our competitors, develop in a timely manner compelling new products and services that engage users, or sufficiently improve and scale our technical infrastructure and prevent disruptions in our service. If we are not successful in adapting our technical infrastructure and responding to changes in technology and consumer behavior, our business, financial condition and prospects may be adversely affected.

Our websites and internal networks may be vulnerable to unauthorized persons accessing our systems, which could disrupt our operations.

We use computers and other technology in substantially all aspects of our business operations, and our revenues are increasingly dependent on digital products. Such increases expose us to potential cyber incidents resulting from deliberate attacks or unintentional events. Our website activities involve the storage and transmission of proprietary information, which we strive to protect from unauthorized access. However, it is possible that unauthorized persons may be able to circumvent our protections and misappropriate proprietary information, corrupt data, or cause interruptions or malfunctions in our digital operations. The results of these incidents could include, but are not limited to, business interruption, public disclosure of nonpublic information, decreased advertising revenues, misstated financial data, liability for stolen assets or information, increased cybersecurity protection costs, litigation, financial consequences, and reputational damage adversely affecting customer or investor confidence, any or all of which could adversely affect our business. We invest in security resources and technology to protect our data and business processes against risk of data security breaches and cyber-attack, but the techniques used to attempt attacks are continually changing. A breach or successful attack could have a negative impact on our operations or business reputation.

Evolving privacy and information security laws and regulations may impair our ability to market to consumers.

Our consumer database includes first-party data that is used to market our products to our customers. In select circumstances, we share this first-party data with advertising and marketing clients and partners. As public awareness increases and shifts to data gathering and usage, privacy rights, and data protection, new laws and regulations may be passed or existing laws and regulations may be amended in ways that would limit our collection and use of certain categories of data. The United States Congress (“Congress”), the Federal Trade Commission, and state attorneys general continue to initiate investigations into the collection and use of consumer data, often with a focus on the advertising industry. These investigations could lead to new transparency requirements, consumer controls, and other restrictions, and require ongoing review of new technologies and methods for delivering content and advertising to ensure that all new products and advertising services comply with all of the regulatory requirements imposed at the state, federal, and international level. In addition to the changing regulatory landscape, new privacy controls implemented by platforms such as Facebook, Google, and Apple will limit our ability to access and use data from consumers through those platforms, which we rely on for both digital advertising and mobile marketing.

Currently, we must comply with increasingly complex and rigorous, and sometimes conflicting, regulatory standards enacted to protect business and personal data in the U.S., Europe, and elsewhere. For example, the European Union ( “E.U.”) adopted the General Data Protection Regulation (the “GDPR”), which became effective on May 25, 2018; and California passed the California Consumer Privacy Act (the “CCPA”), which became effective on January 1, 2020. These laws impose additional obligations on companies regarding the handling of personal data and provide certain individual privacy rights to persons whose data is processed.

The GDPR establishes requirements applicable to the processing of personal data, affords new data protection rights to individuals (e.g., the right to erasure of personal data) and imposes penalties for serious data breaches. Individuals also have a right to compensation under GDPR for financial or non-financial losses. Additionally, Brexit took effect in January 2020, which will lead to further legislative and regulatory changes. While the Data Protection Act of 2018, that “implements” and complements the GDPR achieved Royal Assent on May 23, 2018 and is now effective in the United Kingdom, it is still unclear whether transfer of data from the EEA to the United Kingdom will remain lawful in the long term under GDPR. With the expiry of the transition period on December 31, 2020, companies will have to comply with the GDPR and the GDPR as incorporated into United Kingdom national law, which has the ability to separately fine up to the greater of £17.5 million or 4 percent of global turnover.

If we do not comply with our obligations under the GDPR, we could be exposed to fines and penalties, which under the GDPR could be as high as the greater of €20 million or 4 percent of our total global annual revenue in the event of a significant breach. In addition, we may be the subject of litigation or adverse publicity, which could negatively affect our business, financial condition, and results of operations. Similarly, the CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that is expected to increase data breach litigation.

Additionally, legal challenges in Europe to the mechanisms allowing companies to transfer personal data from the European Economic Area (“EEA”) to the U.S. could result in further limitations on the ability to transfer personal data across borders, particularly if governments are unable or unwilling to reach new or maintain existing agreements that support cross-border data transfers. Specifically, on July 16, 2020, the Court of Justice of the E.U. invalidated Decision 2016/1250 on the adequacy of the protection provided by the E.U.-U.S. Privacy Shield Framework. We are certified under the E.U.-U.S. Privacy Shield Framework but will not be able to rely on it in the future, which could increase our costs and limit our ability to process personal data from the E.U. The same decision also casts doubt on the ability to use one of the primary alternatives to the Privacy Shield, namely, the European Commission’s Standard Contractual Clauses, to lawfully transfer personal data from Europe to the U.S. and most other countries. At present, there are few, if any, viable alternatives to the Privacy Shield and the Standard Contractual Clauses. On June 28, 2021, the European Commission announced a decision of “adequacy” concluding that the UK ensures an equivalent level of data protection to the GDPR, which provides some relief regarding the legality of continued personal data flows from the EEA to the UK. Some uncertainty remains, however, as this adequacy determination must be renewed after four years and may be modified or revoked in the interim. We cannot fully predict how the Data Protection Act, the UK GDPR, and other UK data protection laws or regulations may develop in the medium to longer term nor the effects of divergent laws and guidance regarding how data transfers to and from the UK will be regulated.

In the United States, California voters approved a new privacy law, the California Privacy Rights Act (“CPRA”) in the November 3, 2020 election. Effective starting on January 1, 2023, the CPRA will significantly modify the CCPA, including by expanding consumers’ rights with respect to certain sensitive personal information. The CPRA also creates a new state agency that will be vested with authority to implement and enforce the CCPA and the CPRA. New legislation proposed or enacted in various other states will continue to shape the data privacy environment nationally beyond the CCPA and CPRA. For example, on March 2, 2021, Virginia enacted the Virginia Consumer Data Protection Act, or CDPA, which becomes effective on January 1, 2023, and on June 8, 2021, Colorado enacted the Colorado Privacy Act, or CPA, which takes effect on July 1, 2023. The CPA and CDPA are similar to the CCPA and CPRA but aspects of these state privacy statutes remain unclear, resulting in further legal uncertainty and potentially requiring us to modify our data practices and policies and to incur substantial additional costs and expenses in an effort to comply. Complying with the GDPR, CCPA, CPRA, CDPA, CPA, or other laws, regulations, amendments to or re-interpretations of existing laws and regulations, and contractual or other obligations relating to privacy, data protection, data transfers, data localization, or information security may require us to make changes to our services to enable us or our customers to meet new legal requirements, incur substantial operational costs, modify our data practices and policies, and restrict our business operations. Any actual or perceived failure by us to comply with these laws, regulations, or other obligations may lead to significant fines, penalties, regulatory investigations, lawsuits, significant costs for remediation, damage to our reputation, or other liabilities.

Compliance with existing, proposed, and recently enacted laws (including implementation of the privacy and process enhancements called for under GDPR and CCPA) and regulations can be costly and time consuming, and any failure to comply with these regulatory standards could subject us to legal and reputational risks. In addition, all 50 states have security breach notification laws that generally require a business to give notice to consumers and (in some cases) government agencies when certain information has been accessed or acquired by an unauthorized party due to a security breach.

Misuse of or failure to secure personal information could result in violation of data privacy laws and regulations, proceedings against us by governmental entities or others, imposition of fines by governmental authorities, and damage to our reputation and credibility and could have a negative impact on revenues and profits.

We are subject to payment processing risks.

We accept payments using a variety of different payment methods, including credit and debit cards. We rely on internal systems as well as those of third parties to process payments. Acceptance and processing of these payment methods are subject to certain certifications, rules and regulations. To the extent there are disruptions in our or third-party payment processing systems, material changes in the payment ecosystem, failure to recertify and/or changes to rules or regulations concerning payment processing, we could experience increased costs, be subject to fines and/or civil liability, or lose our ability to accept credit and debit card payments, which would adversely impact our ability to collect subscription and advertising revenues, harm our reputation and adversely impact our results of operations.

Client relationships are important to our brand licensing and consumer relationship marketing businesses.

Our ability to maintain existing client relationships and generate new clients depends significantly on the quality of our products and services, our reputation, and the continuity of our personnel and client personnel. Dissatisfaction with our products and services, damage to our reputation, or changes in key personnel could result in a loss of business.

Increases in paper and postage prices, which are difficult to predict and control, could adversely affect our results of operations.

Paper and postage represent significant components of our total cost to produce, distribute, and market our printed products. For the year ended December 31, 2020, these expenses accounted for 13 percent of our operating costs. Paper is a commodity and its price can be subject to significant volatility. All our paper supply contracts currently provide for price adjustments based on prevailing market prices; however, we historically have been able to realize favorable paper pricing through volume discounts. The United States Postal Services (“USPS”) distributes substantially all our subscription magazines and many of our marketing materials. Postal rates are dependent on the operating efficiency of the USPS and on legislative mandates imposed upon the USPS. Although we work with others in the industry and through trade organizations to encourage the USPS to implement efficiencies that will minimize rate increases, we cannot predict with certainty the magnitude of future price changes for paper and postage. Further, we may not be able to pass such increases on to our customers.

We are currently reliant on a single supplier for printing of our magazines.

Our magazine printing is performed by the only domestic supplier capable of producing the entirety of our work. Failure by such supplier to provide printing services to us, or any disruption in such services, may adversely impact our business. We may incur increased business disruption risk due to the dependence on a single supplier. If this supplier experienced business difficulties or failed to meet our printing needs, then we may be unable to satisfy customer product demands, lose revenues, and be unable to maintain customer relationships. Longer production lead times and increased paper and postage costs may result if there is a need to move the printing to multiple other suppliers. Without such single supplier continuing to print our magazines, we may have no other means of producing our magazines until we are able to secure printing capabilities at multiple other facilities. This transition could be costly and time consuming.

Impairment of goodwill and intangible assets is possible, depending upon future operating results and the value of our stock.

Although we wrote down our goodwill and intangible assets by $267.5 million in 2020, $47.0 million in 2019, and $2.9 million in 2018, further impairment charges are possible. We will test our goodwill and indefinite-lived intangible assets for impairment during the fourth quarter of every year and on an interim basis if indicators of impairment exist. Factors that influence the evaluation include, among many things, our stock price and expected future operating results. If the carrying value of a reporting unit or an intangible asset is no longer deemed to be recoverable, a potentially material non-cash impairment charge could be incurred. At December 31, 2020, goodwill and intangible assets totaled $2.5 billion, or 54 percent of our total assets, with $0.9 billion in the digital segment and $1.6 billion in the magazine segment. The review of goodwill is performed at the reporting unit level. We have two reporting units: magazine and digital. During the first quarter of 2020, Meredith determined that interim triggering events, including declines in the price of its stock and the economic downturn caused by COVID-19, required an interim evaluation of goodwill and intangible assets not subject to amortization for impairment as of

March 31, 2020. The impairment tests determined the carrying value of goodwill and certain intangible assets in the digital reporting unit and magazine reporting unit exceeded their estimated fair value. As a result, we recorded a non-cash impairment charge of $246.3 million to reduce the carrying value of goodwill to its fair value. During 2020, we also recorded non-cash impairment charges of $21.2 million to partially impair certain trademarks. Changes in key assumptions about the economy or business prospects used to estimate fair value or other changes in market conditions could result in additional impairment charges. Although these charges would be non-cash in nature and would not affect our operations or cash flow, they would reduce shareholders’ equity and reported results of operations in the period charged. Additionally, as goodwill and intangible assets were written down to their estimated fair values as of March 31, 2020, those amounts are more susceptible to risk of impairment if business operating results or macroeconomic conditions deteriorate.

Adverse litigation judgments or settlements resulting from legal proceedings in which we are currently and, in the future, may be involved could expose us to monetary damages or limit our ability to operate our business.

We are currently involved in and may in the future become involved in private actions, collective actions, investigations, and various other legal proceedings by clients, employees, suppliers, competitors, government agencies, or others. For example, on September 6, 2019, a shareholder filed a putative class action lawsuit in the U.S. District Court for the Southern District of New York against Meredith Corporation, its Chief Executive Officer, and its Chief Financial Officer, seeking to represent a class of shareholders who acquired securities of Meredith Corporation between May 10, 2018, and September 4, 2019 (the New York Action). On September 12, 2019, a shareholder filed a putative class action lawsuit in the U.S. District Court for the Southern District of Iowa against Meredith Corporation, its Chief Executive Officer, its Chief Financial Officer, and its Chairman of the Board seeking to represent a class of shareholders who acquired securities of Meredith Corporation between January 31, 2018, and September 5, 2019 (the Iowa Action). Both complaints allege that the defendants made materially false and/or misleading statements and failed to disclose material adverse facts about Meredith’s business, operations, and prospects. Both complaints assert claims under the federal securities laws and seek unspecified monetary damages and other relief. On November 12, 2019, the plaintiff shareholder withdrew the New York Action, and the action has been dismissed. On November 25, 2019, the City of Plantation Police Officers Pension Fund was appointed to serve as lead plaintiff in the Iowa Action. On March 9, 2020, the lead plaintiff filed an amended complaint in the Iowa Action, now seeking to represent a class of shareholders who acquired securities of Meredith Corporation between January 31, 2018, and September 30, 2019. The defendants intend to vigorously oppose the Iowa Action. On June 22, 2020, the defendants filed a motion to dismiss the Iowa Action. On October 28, 2020, a U.S. District Judge granted defendants’ motion to dismiss, dismissing the Iowa Action with prejudice at plaintiffs’ cost due to plaintiffs’ failure to satisfy applicable pleading requirements. Specifically, the court held that plaintiffs had failed to plead any actionable misstatement or omission, scienter, or loss causation. On November 23, 2020, the lead plaintiff filed a notice of appeal of the District Court’s dismissal. The parties have completed briefing in the Eighth Circuit Court of Appeals, and it appears likely we will receive a decision on the appeal sometime in late 2021 or 2022. The results of any such litigation, including the aforementioned class action lawsuits, investigations, and other legal proceedings are inherently unpredictable and expensive. Any claims against us, whether meritorious or not, could be time consuming, result in costly litigation, damage our reputation, require significant amounts of management time, and divert significant resources. If any of these legal proceedings were to be determined adversely to us, or we were to enter into a settlement arrangement, we could be exposed to monetary damages or limits on our ability to operate our business, which could have an adverse effect on our business, financial condition, and operating results.

Adverse changes in the equity markets or interest rates, changes in actuarial assumptions, and legislative or other regulatory actions could substantially increase our U.K. pension costs and could result in a material adverse effect on our business, financial condition, and results of operations.

Through one of our U.K. subsidiaries acquired with the acquisition of Time Inc., we sponsor the IPC Media Pension Scheme (the “IPC Plan”), a defined benefit pension plan that is closed both to new participants and to the future accrual of additional benefits for current participants. The majority of pensions in payment and deferred pensions in excess of any guaranteed minimum pension are increased annually in line with the increase in the retail price index up to a maximum of 5 percent. Concurrently with the acquisition of Time, Meredith was substituted for Time as the guarantor of all obligations of the statutory employers under the IPC Plan.

The most recent triennial valuation of the IPC Plan under U.K. pension regulations was completed as of April 5, 2018. Under the assumptions used in such valuation, which are more conservative than the assumptions used to determine a pension plan’s funded status in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), the IPC Plan was deemed to be underfunded at that time by approximately £59 million.

Under the current deed of guarantee, we would be obligated to fund the IPC Plan’s “buyout deficit” (i.e., the amount that would be needed to purchase annuities to discharge the benefits under the plan) under certain circumstances. Specifically, we would be required to deposit the buyout deficit into escrow if our debt in excess of $50 million were not to be paid when due or were to come due prior to its stated maturity as a result of a default (a “Major Debt Acceleration”) or if a Covenant Breach were to occur (as described below). We would be permitted to recoup the escrowed funds under certain circumstances. However, if we, as the sponsor, were to become insolvent, or if a Major Debt Acceleration were to occur (without being promptly cured), any escrowed funds would be immediately contributed into the IPC Plan, and we would be obligated to immediately contribute into the IPC Plan any shortfall in the buyout deficit amount.

In connection with the completion of the sale of all issued shares of Time Inc. (UK) Ltd (“TIUK”) on March 15, 2018, and the substitution of another U.K. subsidiary of Meredith as the sole sponsor under the IPC Plan, the deed of guarantee was amended to remove requirements to deposit the buyout deficit as a result of certain credit rating triggers. At the same time, Meredith agreed that the same subsidiaries of Meredith that guarantee Meredith’s initial $1.4 billion aggregate principal amount of 6.875 percent unsecured senior notes (“2026 Unsecured Senior Notes”) would guarantee the obligations of Meredith under the IPC Plan on a pari passu basis with the obligations under the 2026 Unsecured Senior Notes. In addition, Meredith agreed to incorporate the terms of certain covenants under the indenture governing the 2026 Unsecured Senior Notes into the amended deed of guarantee effective as of March 15, 2018. If a breach of such covenants by Meredith or the subsidiary guarantors occurs (after certain notice and cure periods) (a “Covenant Breach”), Meredith would be required to deposit the buyout deficit (less the amount of certain types of security in favor of the IPC Plan, currently provided in the form of a surety bond) into escrow as described above.

If we had been required to fund the buyout deficit on December 31, 2020, the amount would have been approximately £83.4 million. The amount of the buyout deficit changes daily and is determined by many factors, including changes in the fair value of the IPC Plan assets and liabilities and interest rates.

It is possible that, following future valuations of the IPC Plan’s assets and liabilities or following future discussions with the IPC Plan trustee, the annual funding obligation and/or the arrangements to ensure adequate funding for the IPC Plan will change. The future valuations under the IPC Plan can be affected by a number of assumptions and factors, including legislative changes; assumptions regarding interest rates, currency rates, inflation, mortality, and retirement rates; the investment strategy and performance of the IPC Plan assets; and (in certain limited circumstances) actions by the U.K. Pensions Regulator. Volatile economic conditions, including Brexit, could increase the risk that the funding requirements increase following the next triennial valuation. The U.K. Pensions Regulator also has powers under the Pensions Act 2004 to impose a contribution notice or a financial support direction on us (and other persons connected with Meredith or the U.K. subsidiary which sponsors the IPC Plan) if, in the case of a contribution notice, the U.K. Pensions Regulator reasonably believes such person has been party to an act, or deliberate failure to act, intended to avoid pension liabilities or that is materially detrimental to the pension plan, or, in the case of a financial support direction, if a plan employer is a service company or insufficiently resourced and the Pensions Regulator considers it is reasonable to act against such a person. A significant increase in the funding requirements for the IPC Plan or in the calculated “self-sufficiency deficit” or the calculated “risk-free self-sufficiency deficit” could result in a material adverse effect on its business, financial condition, and results of operations.

Risks Relating to Indebtedness

Our indebtedness and our ability to incur significant additional indebtedness could adversely affect our business, financial condition, and results of operations.

Our level of indebtedness could have important consequences. For example, it could:

•increase our vulnerability to general adverse economic and industry conditions;

•limit our ability to obtain additional financing to fund future working capital, capital expenditures, and other general corporate requirements or to carry out other aspects of our business;

•increase our cost of borrowing;

•make it more difficult for us to satisfy our obligations with respect to our debt;

•require us to dedicate a substantial portion of our cash flow from operations to payments on indebtedness, thereby reducing the availability of such cash flow to fund working capital, capital expenditures, and other general corporate requirements or to carry out other aspects of our business;

•limit our ability to make material acquisitions or take advantage of business opportunities that may arise;

•expose us to fluctuations in interest rates, to the extent our borrowings bear variable rates of interest;

•limit our flexibility in planning for, or reacting to, changes in our business and industry;

•limit our ability to pay dividends;

•place us at a potential disadvantage compared to our competitors that have less debt; and

•affect our credit ratings.

Our ability to make scheduled payments on and to refinance our indebtedness will depend on and be subject to our future financial and operating performance, which in turn is affected by general economic, financial, competitive, business, and other factors beyond our control, including the availability of financing in the banking and capital markets. Our business may fail to generate sufficient cash flow from operations or borrow funds in an amount sufficient to enable us to make payments on our debt, to refinance our debt, or to fund our other liquidity needs. If we were unable to make payments on or refinance our debt or obtain new financing under these circumstances, we would have to consider other options, such as asset sales, equity issuances, or negotiations with our lenders to restructure the applicable debt. The terms of our debt agreements and market or business conditions may limit our ability to take some or all of these actions. In addition, if we incur additional debt, the related risks described above could be exacerbated. Our ability to incur additional indebtedness prior to the consummation of the Dotdash Merger or the earlier termination of the Dotdash Merger Agreement without Dotdash’s approval is limited pursuant to the Dotdash Merger Agreement.

Our indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly or could prevent us from taking advantage of lower rates.

A portion of our indebtedness consists of term loans and revolving credit facility borrowings with variable rates of interest that expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed remains the same, and our net earnings and cash flows will correspondingly decrease. Even if we enter into interest rate swaps in the future to reduce future interest rate volatility, we may not elect to maintain such interest rate swaps with respect to any of our variable rate indebtedness, and any swaps we enter into may not fully mitigate our interest rate risk.

To service our indebtedness, we will require a significant amount of cash and our ability to generate cash depends on many factors beyond our control.

Our ability to make cash payments on and to refinance our indebtedness and to fund planned capital expenditures will depend on our ability to generate significant operating cash flow in the future. Our ability to generate such cash

flow is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond our control.

Our business may not generate cash flow from operations in an amount sufficient to enable us to pay the principal, premium, if any, and interest on our indebtedness, or to fund our other liquidity needs. If we cannot service our indebtedness, we may have to take actions such as refinancing or restructuring our indebtedness, selling assets, issuing equity, or reducing or delaying capital expenditures, strategic acquisitions, and investments. These actions, if necessary, may not be affected on commercially reasonable terms or at all. Our ability to refinance or restructure our debt will depend on the condition of the capital markets and our financial condition at the applicable time. Any refinancing of our debt, if we are able to refinance our debt at all, could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations.

Our ability to repay our indebtedness is largely dependent on the generation of cash flow by our operating subsidiaries and our operating subsidiaries’ ability to make cash available to us by dividend, intercompany loans, advances, and other transactions, or otherwise. Our subsidiaries may not be able to or may not be permitted to transfer cash to us to enable us to make payments in respect of our indebtedness. Each of our subsidiaries is a distinct legal entity and, under certain circumstances, legal and contractual restrictions, as well as the financial condition and operating requirements of our subsidiaries, may limit our ability to obtain cash from our subsidiaries.

Covenants under our credit agreement may restrict our business and operations in many ways, and if we do not effectively manage our covenants, our financial conditions and results of operations could be adversely affected. Our credit agreement imposes various covenants that limit our ability and/or our restricted subsidiaries’ ability to, among other things:

•pay dividends or distributions, repurchase equity, prepay, redeem or repurchase certain debt, and make certain investments;

•incur additional debt and issue certain preferred stock;

•provide guarantees in respect of obligations of other persons;

•incur liens on assets;

•engage in certain asset sales, including capital stock of our subsidiaries;

•merge, consolidate with, or sell all or substantially all our assets to another person;

•enter into transactions with affiliates;

•enter into agreements that restrict distributions from our subsidiaries;

•designate subsidiaries as unrestricted subsidiaries; and

•prohibit certain restrictions on the ability of restricted subsidiaries to pay dividends or make other payments to us.

These covenants may:

•limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, or other general business purposes;

•limit our ability to use our cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions, or other general business purposes;

•require us to use a substantial portion of our cash flow from operations to make debt service payments;

•limit our flexibility to plan for, or react to, changes in our business and industry;

•place us at a competitive disadvantage compared to less leveraged competitors; and

•increase our vulnerability to the impact of adverse economic and industry conditions.

If we are unable to successfully manage the limitations and decreased flexibility on our business due to our significant debt obligations, we may not be able to capitalize on strategic opportunities or grow our business to the extent we would be able to without these limitations.

Our failure to comply with any of the covenants could result in a default under the credit agreement, which could permit the administrative agent, or the Lenders to cause the administrative agent, to declare all or part of any of our outstanding senior secured term loans or revolving loans to be immediately due and payable or to exercise any remedies provided to the administrative agent, including, proceeding against the collateral granted to secure our obligations under the credit agreement. An event of default under the credit agreement could also lead to an event of default under the terms of certain of our other agreements. Any such event of default or any exercise of rights and remedies by our creditors could seriously harm our business.

Discontinuation, reform, or replacement of LIBOR may adversely affect our variable rate debt.

A substantial portion of our long-term indebtedness bears interest at fluctuating interest rates based on the London Interbank Offered Rate for deposits of U.S dollars (“LIBOR”). LIBOR tends to fluctuate based on general interest rates, rates set by the U.S. Federal Reserve Board and other central banks, the supply of and demand for credit in the London interbank market, and general economic conditions. In July 2017, the United Kingdom Financial Conduct Authority (the authority that regulates LIBOR) announced that it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. It is unclear whether new methods of calculating LIBOR will be established such that it continues to exist after 2021. The U.S. Federal Reserve Board, in conjunction with the Alternative Reference Rates Committee, is considering replacing U.S. dollar LIBOR with a newly created index, calculated with a broad set of short-term repurchase agreements backed by treasury securities. It is not possible to predict the effect of these changes, other reforms, or the establishment of alternative reference rates in the U.S. or elsewhere. To the extent these interest rates increase, our interest expense will increase, in which event we may have difficulties making interest payments and funding our other fixed costs, and our available cash flow for general corporate requirements may be adversely affected.

Risks Relating to Income Taxes

We may have exposure to additional tax liabilities and certain indemnifications liabilities.

We are subject to income taxes as well as non-income taxes, in both the United States and various foreign jurisdictions. Significant uncertainties exist with respect to the amount of our tax liabilities, including those arising from potential changes in laws in the countries in which we have a presence and the possibility of adverse determinations with respect to the application of existing laws. Many judgments are required in determining our provision for income taxes and other tax liabilities, and we are regularly under audit by tax authorities, which often do not agree with positions taken by us on our tax returns. Any unfavorable resolution of these uncertainties may have a significant adverse impact on our tax rate.

Increasingly, countries around the world are actively considering or have enacted changes in relevant tax, accounting, and other laws, regulations, and interpretations. In particular, the U.S. Tax Cuts and Jobs Act of 2017 (the “Tax Act”) significantly changed how corporations are taxed in the U.S., which has an ongoing impact on our provision for income taxes. While our accounting for the effects of the Tax Act was completed, and we believe those effects have been appropriately recorded, various interpretive issues remain with respect to the Tax Act and additional regulatory guidance may be issued. Certain aspects of the Tax Act have been modified by subsequent legislation, such as the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”).

The uncertainty in the application of the Tax Act and the CARES Act to our ongoing operations, as well as possible adverse future law changes attributable to changes in the U.S. political landscape, create the potential for added volatility in our quarterly provision for income taxes and could have an adverse impact on our future tax rate. Various legislative proposals would partially or wholly reverse beneficial features of the Tax Act, such as by raising the U.S. corporate tax rate and increasing the tax on non-U.S. income.

The Time business could have an indemnification obligation to Time Warner Inc., which could materially adversely affect our financial condition.

The complete legal and structural separation of Time Warner Inc.’s (“Time Warner”) magazine publishing and related business from Time Warner was completed by way of a pro rata dividend of Time Inc. shares held by Time Warner to its shareholders as of May 23, 2014, based on a distribution ratio of one share of Time Inc. common stock for every eight shares of Time Warner common stock held (the “Time Distribution”). If, due to any of Time Inc.’s representations being untrue or Time Inc.’s covenants being breached, it was determined that the Time Distribution did not qualify for non-recognition of gain and loss under Section 355 of the Internal Revenue Code, or that an excess loss account existed at the date of the aforementioned spin-off, Time Inc. could be required to indemnify Time Warner for the resulting taxes and related expenses. New Meredith retained this potential liability under the Separation and Distribution Agreement, and any such indemnification obligation could materially adversely affect our financial condition.

Risks Relating to Our Common Stock

There is no existing market for New Meredith common stock and a trading market that will provide you with adequate liquidity may not develop for New Meredith common stock. In addition, if New Meredith common stock begins trading, the market price of New Meredith shares may fluctuate widely.

There is currently no public market for New Meredith common stock. It is anticipated that on or shortly prior to the record date for the distribution, trading of shares of New Meredith common stock will likely begin on a “when-issued” basis and will continue up to and including through the Distribution Date. However, there can be no assurance that an active trading market for our common stock will develop after the Distribution or be sustained in the future. However, if the Dotdash Merger closes on the same day as the Distribution, then we do not expect that a “when-issued” trading market will develop, and shareholders of New Meredith will receive cash in an amount equal to $42.18 per share (as adjusted) of New Meredith Common Stock and New Meredith Class B Stock received in the Distribution, and shares of New Meredith Common Stock will not separately trade following the completion of the Distribution.

We cannot predict the prices at which New Meredith common stock may trade after the Distribution, if applicable. The market price of New Meredith common stock may fluctuate widely, depending upon many factors, some of which may be beyond our control, including:

•our business profile and market capitalization may not fit the investment objectives of Meredith shareholders, and as a result, Meredith shareholders may sell New Meredith shares after the distribution;

•our quarterly or annual earnings, or those of other companies in our industry;

•actual or anticipated fluctuations in our operating results due to factors related to our business;

•changes in accounting standards, policies, guidance, interpretations or principles;

•announcements by us or our competitors of significant acquisitions or dispositions;

•the failure of securities analysts to cover our common stock after the distribution;

•changes in earnings estimates by securities analysts or our ability to meet those estimates;

•the operating and stock price performance of other comparable companies;

•overall market fluctuations; and

•general economic conditions.

In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to companies’ operating performance. Broad market and industry factors may materially harm the market price of New Meredith common stock, regardless of our operating performance. In the past, following periods of volatility in the market price of a company’s securities, shareholder derivative lawsuits

and/or securities class action litigation has often been instituted against that company. Such litigation, if instituted against us, could result in substantial costs and a diversion of management’s attention and resources.

We have two classes of stock outstanding with different voting rights.

We have two classes of stock outstanding: common stock and class B stock. Holders of common stock are entitled to one vote per share and account for 45 percent of the voting power. Holders of class B stock are entitled to ten votes per share and account for the remaining 55 percent of the voting power. There are restrictions on who can own class B stock. Members of Meredith’s founding family hold the majority of class B shares. Control by a limited number of holders may make us a less attractive takeover target, which could adversely affect the market price of our common stock. This voting control also prevents other shareholders from exercising significant influence over certain of our business decisions.

Substantial sales of New Meredith common stock may occur in connection with the Distribution, which could cause our stock price to decline.

The shares of New Meredith common stock that Meredith distributes to its shareholders generally may be sold immediately in the public market. Although we have no actual knowledge of any plan or intention on the part of any 5 percent or greater shareholder to sell New Meredith common stock following the Distribution, it is possible that some Meredith shareholders, including possibly some of our large shareholders, will sell New Meredith common stock received in the Distribution. The sales of significant amounts of New Meredith common stock or the perception in the market that this will occur may result in the lowering of the market price of New Meredith common stock.

Your percentage ownership in New Meredith may be diluted in the future.

Your percentage ownership in New Meredith may be diluted in the future because of equity awards that we expect will be granted to our directors, officers and employees and the vesting or exercise of outstanding equity awards. We anticipate that New Meredith will assume Meredith Corporation’s equity incentive plans. Our ability to issue equity awards prior to the consummation of the Dotdash Merger Agreement or the earlier termination of the Dotdash Merger Agreement without Dotdash’s approval is limited pursuant to the Dotdash Merger Agreement. For a more detailed description of such plans, see “Management—Executive Compensation.”

Provisions in New Meredith’s articles of incorporation and by-laws and of Iowa law may prevent or delay an acquisition of New Meredith, which could decrease the trading price of New Meredith common stock.

New Meredith’s articles of incorporation and by-laws and Iowa law will contain provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the raider and to encourage prospective acquirors to negotiate with our Board rather than to attempt a hostile takeover. These provisions will include, among others:

•rules regarding how shareholders may present proposals or nominate directors for election at shareholder meetings; and

•the right of our Board to issue preferred stock without shareholder approval.

Iowa law also imposes some restrictions on mergers and other business combinations between us and any holder of 10 percent or more of our outstanding common stock.

We believe these provisions will protect our shareholders from coercive or otherwise unfair takeover tactics by requiring potential acquirors to negotiate with our Board and by providing our Board with more time to assess any acquisition proposal. These provisions are not intended to make us immune from takeovers. However, these provisions will apply even if the offer may be considered beneficial by some shareholders and could delay or prevent an acquisition that our Board determines is not in the best interests of us and our shareholders.

New Meredith’s articles of incorporation contain a provision that designates Iowa District Court for Polk County and the federal district courts of the United States of America as the exclusive forums for substantially all disputes between us and our shareholders, which could restrict our shareholders’ ability to choose the judicial forum for disputes with us or our directors, officers, or employees.

Our articles of incorporation provide that the Iowa District Court for Polk County (or, if and only if the Iowa District Court for Polk County lacks subject matter jurisdiction, any state court located within the State of Iowa or, if and only if all such state courts lack subject matter jurisdiction, the United States District Court for the Southern District of Iowa) is the exclusive forum for the following types of actions or proceedings under Iowa statutory or common law: any derivative action or proceeding brought on our behalf; any action asserting a breach of a fiduciary duty; any action asserting a claim against us arising pursuant to the IBCA, our articles of incorporation or our bylaws; any action as to which the IBCA confers jurisdiction to the court of the Iowa District Court for Polk County; or any action asserting a claim against us that is governed by the internal affairs doctrine. The provisions would not apply to suits brought to enforce a duty or liability created by the Exchange Act of 1934, as amended (the “Exchange Act”), or any other claim for which federal courts have exclusive jurisdiction.

Furthermore, Section 22 of the Securities Act of 1933, as amended (the “Securities Act”), creates concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our articles of incorporation provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.

These choice of forum provisions may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. While Iowa courts have determined that such choice of forum provisions can be enforced, a shareholder may nevertheless seek to bring such a claim in a venue other than those designated in the exclusive forum provisions. In such instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our articles of incorporation. This may require further significant additional costs associated with resolving the dispute in other jurisdictions, and there can be no assurance that the provisions will be enforced by a court in those other jurisdictions, any of which could seriously harm our business.

If a court were to find either exclusive forum provision in our articles of incorporation to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with resolving the dispute in other jurisdictions, all of which could seriously harm our business.

We cannot guarantee the payment of dividends on New Meredith common stock, or the timing or amount of any such dividends.

Pursuant to the terms of the Dotdash Merger Agreement, following the Spin-Off, New Meredith is prohibited from issuing dividends until the termination of the Dotdash Merger Agreement. Although we anticipate that, if the Dotdash Merger Agreement is terminated, following the Spin-Off, New Meredith will commence payment of a dividend in the near term, we have not yet determined the frequency and amount of the dividend. The payment of any dividends in the future, and the timing and amount thereof, to our shareholders will fall within the discretion of our board of directors. The board of directors’ decisions regarding the payment of dividends will depend on many factors, such as our financial condition, earnings, capital requirements, debt service obligations, restrictive covenants in our then existing debt agreements, industry practice, legal requirements and other factors that the board of directors deems relevant. For more information, please refer to the section entitled “Dividend Policy.” Our ability to pay dividends will depend on our ongoing ability to generate cash from operations and on our access to the capital markets. We cannot guarantee that we will pay a dividend in the future or continue to pay any dividends if we commence paying dividends.

Risks Relating to the Dotdash Merger

The announcement and pendency of our agreement to be acquired by Dotdash may have an adverse effect on our business results and our failure to complete the Dotdash Merger could have a material adverse effect on our business, results of operations, financial condition and stock price.

The consummation of the Dotdash Merger is subject to the satisfaction or waiver of certain conditions, including, among others: (1) the expiration of the waiting period applicable to the Dotdash Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (2) the absence of certain legal impediments to the consummation of the Dotdash Merger, (3) the occurrence of the Spin-Off, and (4) certain other conditions provided for in the Dotdash Merger Agreement. The transaction is not subject to any Dotdash financing condition or shareholder approval.

The completion of the Spin-Off is subject to certain conditions, including (1) the satisfaction or waiver of the conditions to the consummation of the Gray Merger (other than those conditions that by their nature are satisfied at the closing), (2) payment of the New Meredith Cash Payment, (3) effectiveness of a Registration Statement on Form 10 (of which this information statement forms a part) regarding New Meredith Common Stock, (4) receipt by the Company and New Meredith of a solvency opinion, (5) the acceptance of New Meredith Common Stock for listing on the NYSE, (5) the absence of certain legal impediments, and (6) other customary closing conditions.

There is no assurance that all of the various conditions will be satisfied, or that the Dotdash Merger will be completed on the proposed terms, within the expected timeframe, or at all.

The Dotdash Merger may be delayed, and may ultimately not be completed, due to a number of factors, including:

•the failure to obtain regulatory approval;

•potential legal and regulatory proceedings, which could delay or prevent the Dotdash Merger; and

•the failure to satisfy the other conditions to the completion of the Dotdash Merger, including the possibility that a Company Material Adverse Effect (as defined in the Dotdash Merger Agreement) would permit Dotdash not to close the Dotdash Merger.

If the Dotdash Merger does not close, we may suffer other consequences that could adversely affect our business, financial condition, operating results, and stock price, and our shareholders would be exposed to additional risks, including:

•to the extent that the current market price of Meredith’s common stock or the market price of our common stock after the Distribution reflects an assumption that the Dotdash Merger will be completed, the price of Meredith’s or our common stock could decrease if the Dotdash Merger is not completed;

•investor confidence in us could decline, shareholder litigation could be brought against us, relationships with existing and prospective customers, service providers, investors, lenders and other business partners may be adversely impacted, we may be unable to retain key personnel and our operating results may be adversely impacted due to costs incurred in connection with the Dotdash Merger; and

•any disruptions to our business resulting from the announcement and pendency of the Dotdash Merger, including adverse changes in our relationships with customers, suppliers, partners and employees, may continue or intensify in the event the Dotdash Merger is not consummated or is significantly delayed.

There can be no assurance that our business, relationships with other parties, liquidity or financial condition will not be adversely affected, as compared to the condition prior to the announcement of the Dotdash Merger, if the Dotdash Merger is not consummated.

Even if successfully completed, there are certain risks to our shareholders from the Dotdash Merger, including:

•we may experience a departure of employees, prior to the closing of the Dotdash Merger;

•the amount of cash to be paid under the Dotdash Merger Agreement is subject to downward adjustment as provided in the Dotdash Merger Agreement;

•receipt of the all-cash per share merger consideration under the Dotdash Merger Agreement is taxable to shareholders that are treated as U.S. holders for U.S. federal income tax purposes (although U.S. holders are not expected to recognize any gain or loss if the Dotdash Merger closes on the same day as the Distribution); and

•if the Dotdash Merger is completed, our shareholders will forego the opportunity to realize the potential long-term value of the successful execution of our current strategy as an independent company.

While the Dotdash Merger is pending, we are subject to business uncertainties and contractual restrictions that could harm our business relationships, financial condition, operating results, and business.

During the period prior to the closing of the Dotdash Merger and pursuant to the terms of the Dotdash Merger Agreement, our business is exposed to certain inherent risks and contractual restrictions that could harm our business relationships, financial condition, operating results, and business, including:

•potential uncertainty in the marketplace, which could lead current and prospective customers to purchase products and services from other providers or delay purchasing from us;

•difficulties maintaining existing and/or establishing business relationships, including business relationships with significant customers, suppliers and partners;

•the possibility of disruption to our business and operations resulting from the announcement and pendency of the Dotdash Merger, including diversion of management attention and resources;

•the inability to attract and retain key personnel and recruit prospective employees, and the possibility that our current employees could be distracted, and their productivity decline as a result, due to uncertainty regarding the Dotdash Merger;

•the inability to pursue alternative business opportunities or make changes to our business pending the completion of the Dotdash Merger, and other restrictions on our ability to conduct our business;

•our inability to, among other things, freely issue securities, incur Indebtedness (as defined in the Dotdash Merger Agreement), declare or authorize any dividend or distribution, make certain material capital expenditures, engage in certain acquisition or sale transactions or settle certain litigation without Dotdash’s approval;

•our inability to solicit other acquisition proposals during the pendency of the Dotdash Merger;

•the amount of the costs, fees, expenses and charges related to the Dotdash Merger Agreement and the Dotdash Merger, which may materially and adversely affect our financial condition; and

•other developments beyond our control, including, but not limited to, changes in domestic or global economic conditions that may affect the timing or success of the Dotdash Merger.

If any of these effects were to occur, it could materially and adversely impact our business, cash flow, results of operations or financial condition, as well as the market price of our common stock and our perceived value, regardless of whether the Dotdash Merger is completed.

Litigation may arise in connection with the Dotdash Merger, which could be costly, prevent consummation of the Dotdash Merger, divert management’s attention and otherwise materially harm our business.

Regardless of the outcome of any future litigation related to the Dotdash Merger, such litigation may be time-consuming and expensive and may distract our management from running the day-to-day operations of our business. The litigation costs and diversion of management’s attention and resources to address the claims and counterclaims in any litigation related to the Dotdash Merger may materially adversely affect our business, results of operations,

prospects, and financial condition. If the Dotdash Merger is not consummated for any reason, litigation could be filed in connection with the failure to consummate the Dotdash Merger. Any litigation related to the Dotdash Merger may result in negative publicity or an unfavorable impression of us, which could adversely affect the price of our common stock, impair our ability to recruit or retain employees, damage our relationships with our customers, suppliers, and other business partners, or otherwise materially harm our operations and financial performance.

General Risk Factors

Acquisitions pose inherent financial and other risks and challenges.

As a part of our strategic plan, we have acquired businesses and we expect to continue acquiring businesses in the future. These acquisitions can involve a number of risks and challenges, any of which could cause significant operating inefficiencies and adversely affect our growth and profitability. Such risks and challenges include: underperformance relative to our expectations and the price paid for the acquisition; unanticipated demands on our management and operational resources; difficulty in integrating personnel, operations, financial reporting, internal control and systems; retention of customers of the combined businesses; assumption of contingent liabilities; and acquisition-related earnings charges. If our acquisitions are not successful, we may record impairment charges. Our ability to continue to make acquisitions will depend upon our success at identifying suitable targets, which requires substantial judgment in assessing their values, strengths, weaknesses, liabilities, and potential profitability, as well as the availability of suitable candidates at acceptable prices and whether restrictions are imposed by regulations. Moreover, competition for certain types of acquisitions is significant, particularly in the area of digital media. Even if successfully negotiated, closed, and integrated, certain acquisitions may not advance our business strategy and may fall short of expected return on investment targets. In addition, we are restricted from making certain acquisitions without Dotdash approval prior to the consummation of the Dotdash Merger or earlier termination of the Dotdash Merger Agreement.

We may be subject to securities litigation, which is expensive and could divert management attention.

Our common stock may be volatile. The stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of a given company. In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Forward-looking statements in our public filings or other public statements are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or other public statements. These forward-looking statements were based on various facts and were derived utilizing numerous important assumptions and other important factors, and changes in such facts, assumptions or factors could cause actual results to differ materially from those in the forward-looking statements. Forward-looking statements include the information concerning our future financial performance, business strategy, projected plans and objectives. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” “may increase,” “may fluctuate,” and similar expression or future or conditional verbs such as “will,” “should,” “would,” “may,” and “could” are generally forward looking in nature and not historical facts.

Such forward-looking statements, which may include, without limitation, statements regarding expected results of operations and future operating performance and future growth, adequacy of resources to fund development and expansion projects, liquidity, financing options, including the state of the capital markets and our ability to access the capital markets, the state of the credit markets and economy, cash needs, cash reserves, operating and capital expenses, expense reductions, the sufficiency of insurance coverage, anticipated costs at various projects, our future outlook and the future outlook of the media industry and pending regulatory and legal matters, our ability to meet the financial and other covenants governing our indebtedness, our ability to sell or otherwise dispose of discontinued operations, our anticipated future capital expenditures, our ability to implement strategies to improve revenues and operating margins at our facilities, reduce costs and debt, our ability to successfully implement marketing programs to increase revenue at our facilities, our ability to improve operations and performance, the benefits of the expected separation, the receipt of Third-Party Approvals, the consummation of the Distribution or Merger, the loss of any of our senior management, difficulties in obtaining or retaining the management and other employees, our inability to operate effectively as a stand-alone, publicly traded company, and the actual costs of separation being higher than expected, are all subject to a variety of risks and uncertainties that could cause actual results to differ materially from those anticipated by us. This can occur as a result of inaccurate assumptions or as a consequence of known or unknown risks and uncertainties. Factors that may cause our actual performance to differ materially from that contemplated by such forward-looking statements include, among others, the various risk factors discussed above, in addition to general domestic and international economic and political conditions as well as market conditions in our industry.

Other factors not identified above, including the risk factors described in the “Risk Factors” section of this information statement, may also cause actual results to differ materially from those projected by our forward-looking statements. Most of these factors are difficult to anticipate and are generally beyond our control.

You should consider the areas of risk described above, as well as those set forth under the heading “Risk Factors” above, in connection with considering any forward-looking statements that may be made by us and our businesses generally. Except for our ongoing obligations to disclose material information under the federal securities laws, we undertake no obligation to release publicly any revisions or updates to any forward-looking statements, to report events, including to report the occurrence of unanticipated events, unless we are required to do so by law.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this information statement. While we believe that such information provides a reasonable basis for these statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely on these statements.

BUSINESS

Meredith Holdings Corporation is currently a wholly-owned subsidiary of Meredith Corporation, that will directly or indirectly hold the assets and liabilities historically associated with Meredith Corporation’s digital and magazine reporting segments, which comprised its national media businesses (“NMG”), along with MNI Targeted Media (“MNI”) and the People broadcast television show, which were previously reported in Meredith Corporation’s historical local media group, and Meredith Corporation’s historical corporate function. Meredith Corporation was incorporated in Iowa in 1905. Meredith Holdings Corporation was incorporated in Iowa on April 29, 2021.

We describe in this section the business to be held by us after the Separation as if it were our business for all historical periods described. However, we are an entity that will not have independently conducted operations before the Separation. References in this section to our historical assets, liabilities, products, business, or activities generally refer to the historical assets, liabilities, products, businesses, or activities of the NMG businesses and other corporate assets as it was conducted as part of Meredith Corporation before the separation of NMG and LMG that will be completed in connection with the Spin-Off transaction described herein. Unless the context otherwise requires or we specifically indicate otherwise, the information included in this section about New Meredith assumes the completion of the Separation, Distribution, and Spin-Off. Unless the context otherwise requires, “New Meredith,” “we,” “us,” and “our” refer to Meredith Holdings Corporation and its subsidiaries and “Meredith” refers to historical Meredith Corporation and its subsidiaries (including the operations of the business of New Meredith prior to the Spin-Off (as defined below)).

OVERVIEW

We engage consumers across multiple media platforms and formats including digital (including web, mobile, video, social, audio, over-the-top (“OTT”) and licensing) and magazines. Our content is delivered through a powerful and trusted portfolio of iconic brands, including People, Better Homes & Gardens, Allrecipes, Southern Living, and Real Simple. These brands have domain leadership in the subject areas that matter most to our consumers, including entertainment, food, home, beauty, travel, health, family, luxury, and fashion. Our digital and magazine platforms operate at large scale, and are flexible to accommodate new brands, products, and services.

New Meredith operates two business segments: digital and magazine.

Information for our major owned or operated brands as of December 31, 2020, is as follows:


Brand	Websites	Description	Total Audience (2)	Magazine Frequency per Year	Magazine Year-end Rate Base (1)
Better Homes & Gardens	bhg.com	Women’s service	38,400	12	7,600,000
People	people.com	Celebrity	91,068	56	3,400,000
Southern Living	southernliving.com	Travel and lifestyle	24,858	13	2,800,000
Shape	shape.com	Women’s lifestyle	8,988	10	2,500,000
Parents	parents.com	Parenting	13,476	12	2,200,000
Martha Stewart Living	marthastewart.com	Women’s service	13,575	10	2,050,000
Real Simple	realsimple.com	Women’s service	13,984	12	1,975,000
EatingWell	eatingwell.com	Food	9,747	10	1,775,000
InStyle	instyle.com	Women’s lifestyle	14,127	12	1,700,000
Entertainment Weekly	ew.com	Entertainment	27,293	22	1,500,000
Allrecipes	allrecipes.com	Food	68,731	6	1,400,000
Health	health.com	Women’s lifestyle	19,337	10	1,350,000
Magnolia Journal		Home	6,470	4	1,200,000
Midwest Living	midwestliving.com	Travel and lifestyle	3,245	6	950,000
Travel + Leisure	travelandleisure.com	Travel and lifestyle	15,867	12	950,000
Food & Wine	foodandwine.com	Food	17,189	12	925,000
Parents Latina	parents.com/parents-latina-magazine	Parenting	—	6	850,000
People en Español	peopleenespanol.com	Celebrity	8,730	10	500,000
Successful Farming	agriculture.com	Farming business	—	13	390,000

___________________

(1)Rate base is the circulation guaranteed to advertisers. Actual circulation generally exceeds rate base and, for most of our titles, is tracked by the Alliance for Audited Media (“AAM”), which issues periodic statements for audited magazines.

(2)In thousands, according to the Magazine Media 360° Brand Audience Report. Separate information is not provided for Parents Latina or Successful Farming.

According to the Magazine Media 360° Brand Audience Report, 12 of Meredith’s brands ranked among the 50 largest media brands measured. People ranked No. 1 in Total Brand Audience across platforms at 91.1 million, followed by Allrecipes at No. 2 with 68.1 million, and Better Homes & Gardens at No. 8 with 38.4 million.

Financial information about industry segments can be found in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in the Combined Financial Statements under Note 15 in the section entitled “Index to Combined Financial Statements.”

BUSINESS DEVELOPMENTS

In January 2021, Meredith sold the Travel + Leisure trademark and other related assets, including the Travel + Leisure travel clubs. Meredith entered into a 30-year royalty-free licensing relationship to license back the Travel + Leisure brand and continues to publish the magazine and operate the Travel + Leisure media platforms.

In August 2020, Meredith launched the Meredith Data Studio, a suite of advertising solutions leveraging its vast, proprietary, first-party data, and predictive insight capabilities to help inform its partners' marketing, product, and business strategies. The offerings feature full-service data solutions, predictive analytics, consulting, and self-service tools, all powered by Meredith's 360 platform, which provides end-to-end audience insights and predictive capabilities to analyze billions of intent signals and engagements to trends and purchase intent in order to deliver precisely targeted audience and contextual advertising.

On January 31, 2018, Meredith completed its acquisition of Time Inc. (“Time”) for $3.2 billion and began operating as a combined company on February 1, 2018. Time was a multi-platform media company with brands such as People, InStyle, Real Simple, Southern Living, and Travel + Leisure. This transaction transformed Meredith into a leading media and marketing company and greatly increased our digital scale.

Subsequent to the acquisition of Time, Meredith completed the sale of the Golf brand in February 2018, the sale of Time Inc. (UK) Ltd in March 2018, the sale of the TIME media brand in October 2018, the sale of the Fortune media brand in December 2018 and the sale of the Sports Illustrated brand in October 2019. Also, in October 2019, Meredith closed the sale of the Money brand, and Meredith sold its investment in Viant. In January 2020, Meredith closed on the sale of the FanSided brand, and in February 2020, Meredith sold its investment in Xumo. These sales marked the completion of all sales of the brands designated as assets-held-for-sale after Meredith acquired Time.

Digital

In June 2021, Meredith launched People in the '90s, a weekly podcast that takes a nostalgic look at the stars and stories that defined a decade. Each of the 12 episodes focuses on one print issue of People from 1990 through 1999, along with the news and events that occurred during the week the issue hit newsstands. It is the third podcast from the brand, which launched the daily People Every Day podcast in February 2021.

In April 2021, Meredith announced the premiere of season two of The Southern Living Show, new episodes of Allrecipes Eating In!, and new specials from Better Homes & Gardens. The programming aired on the LMG local broadcast TV stations. The Southern Living Show originally launched in April 2020 and celebrates the Southern lifestyle, covering food, home, travel, and style.

In September 2020, Meredith debuted People (The TV Show!), which was the top-rated new syndicated show of the Fall 2020 season in the 12 markets where it airs. In October 2020, Sony Pictures Television partnered with Meredith to distribute the show nationally beginning in Fall 2022. The show has been renewed for three additional seasons, through 2024.

Effective October 2020, Meredith named Evolution USA as our North America, Australia, and New Zealand licensing and brand management agency for the LIFE brand and The LIFE Picture Collection. Accelerating the next step in monetizing and managing these iconic assets, Evolution USA actively seeks new licensing and brand expansion opportunities for LIFE and its massive photo archive in a variety of product classifications and consumer experiences. These include apparel, accessories, home furnishings, housewares, gifts and collectibles, food and beverage, stationery and paper goods, brand and artist collaborations, hospitality, location-based entertainment experiences, gaming, and promotions.

In May 2020, Meredith announced the launch of four podcasts that debuted on Apple Podcasts, Spotify, and other listening platforms. Each of the four branded podcast series from Allrecipes, Parents, Southern Living, and Travel + Leisure launched with an initial schedule of 12 episodes. These and other brands have continued to launch additional podcast franchises. Across the twelve months ended December 31, 2020, Meredith brands produced 280 episodes under 13 podcast franchises.

In December 2019, Meredith extended its licensing agreement with Walmart Inc. (“Walmart”) through mid-2024. This program features more than 3,000 SKUs of Better Homes & Gardens branded products at 4,000 Walmart stores across the U.S. and on Walmart.com.

In October 2019, Meredith completed the acquisition of Stop, Breathe & Think, an emotional wellness platform intended to build the emotional strength of its users. The platform was named one of Amazon Alexa’s Top 10 Skills of 2019. In spring 2020, the platform was renamed MyLife.

In September 2019, Meredith acquired magazines.com, a website that promotes, markets, and sells print and electronic magazine subscriptions.

In February 2019, Meredith acquired 100 percent of the membership interests in Linfield Media, LLC, a marketing business focused on online savings and deals.

In March 2019, Meredith was a key partner in the launch of Apple News+, a new digital subscription service that offers 30 Meredith magazines among more than 300 popular titles, leading newspapers, and digital publishers.

Magazine

In May 2021, Meredith announced the launch of PawPrint, the largest consumer magazine dedicated to pet families, according to MediaRadar. PawPrint is a companion to DailyPaws.com, which launched in 2020 as Meredith's digital brand, publishing high-quality pet care content.

As a result of strong consumer demand and success on the newsstand, Meredith re-launched home delivery subscriptions to Traditional Home, Coastal Living, and Cooking Light with their Winter 2020 issues and Rachael Ray In Season with its Winter/Spring 2021 issue. These titles’ subscription models had been discontinued in previous years and were most recently newsstand only titles.

In April 2020, Meredith expanded the Meredith Sales Guarantee with its new Meredith Audience Action Guarantee (“MAAG”). The Meredith Sales Guarantee guaranteed advertisers a specified reach. The MAAG guarantees that a specific number of readers will take action as a result of seeing a brand campaign in Meredith magazines.

COVID-19 IMPACT

The COVID-19 pandemic has impacted our results, positively in some areas and negatively in others. In the face of unprecedented business conditions caused by COVID-19, we leveraged our core values, agility, connection to tens of millions of consumers, and relationships with advertisers and marketers to quickly adapt to changing business conditions. On the positive side, our connection to consumers has strengthened, as visits to our websites, response rates to our magazine solicitation offers, sales of our licensed products, and our performance marketing activities all increased. In the second half of 2020, digital advertising revenues grew strongly, as economic uncertainty caused advertising clients to favor platforms with short lead times and flexibility. Magazine advertising revenues, which have relatively long lead times, were negatively impacted, particularly those focused on categories that have been most adversely impacted by the pandemic including travel and luxury.

As we have progressed through the pandemic, quantifying the specific impact becomes more challenging. We estimate that the COVID-19 impact on total revenues was a net decrease of revenues of approximately $125.0 million to $150.0 million in 2020.

In response to the pandemic, we introduced a number of measures to strengthen its financial position, preserve liquidity, and improve its financial flexibility. These included pausing Meredith Corporation’s dividend, refinancing its preferred equity with less expensive term debt, reducing capital expenditures, improving working capital, and temporarily reducing pay for Meredith Corporation’s Board of Directors, executives, and approximately 60 percent of its employees. Full pay was reinstated for all parties in early September 2020.

At this time, we have not experienced a negative impact on our liquidity due to COVID-19, and we believe we have sufficient liquidity to satisfy our cash needs for the foreseeable future.

We continue to monitor the ongoing and evolving situation. There may be developments outside our control requiring us to adjust our operating plan. There remains the risk that COVID-19 could have material adverse impacts on our future revenue growth as well as our overall profitability. For additional details regarding the impacts and risks to our business from the COVID-19 pandemic, refer to the sections entitled “Risk Factors” and “Index to Combined Financial Statements” included elsewhere in this information statement.

DIGITAL BUSINESS

Digital contributed 31 percent of our combined revenues in 2020. Our diversified digital revenue streams include advertising, performance marketing, consumer paid revenue, and licensing. During 2020, each of these revenue streams saw significant growth. Of particular note, digital advertising revenues surpassed magazine advertising for the first time.

We are differentiated in our digital scale and focus on women, the leadership and influence of our portfolio of more than 30 brands in the lifestyle categories, our expertise in creating content that engages consumers and drives purchasing, and our proprietary technology and first party data platform.

We have significant digital scale, engaging an average of 150 million consumers every month on our branded websites and apps, including nearly 75 percent of all American women. Our brands also engage consumers on every major social media platform. We send almost 2 billion emails each month to consumers, we annually have 5 billion videos viewed across all platforms, including third party platforms, we have over 12 podcasts, and multiple email, video, audio, and connected device experiences. Scale is an important differentiator in our business because it enables greater efficiency and more robust data and analytics. Advertising and marketing clients continue to consolidate their spending with media partners who have trusted brands and efficient reach to influence branding through to purchase.

Our brands are leaders in the categories our consumers care about most: entertainment, food, home, beauty, travel, health, family, and fashion. For example, based on unique visitors, People.com is the world’s No. 1 entertainment site and Allrecipes.com is the world’s No. 1 food site.

We are focused on deepening engagement with our consumers throughout their day, every day. Deeper engagement leads consumers to return more often to our websites and to spend more time with us during their visits, strengthening retention and improving our ability to generate revenues from diverse sources including advertising, performance marketing, and licensing. In 2020, our websites generated an average of approximately 150 million unique visitors each month, and approximately 8 billion digital sessions over the course of the year. We offer customized digital products to consumers who register on our websites, and had more than 33 million active registered members across our digital sites at December 31, 2020, up 13 percent compared to December 31, 2019. Registrations allow us to further strengthen our consumer connection by enabling delivery of customized content and messaging. Our performance marketing experiences, which include affiliate and lead generation, drove almost $1 billion in retail sales through relationships with approximately 400 retail partners. Our licensing activities delivered $112.0 million of revenue in 2020 through relationships with Walmart, Apple, and other partners.

Our proprietary technology platform powers our digital business and houses all of our content, unique taxonomy, first-party data and insights, and user identity graph commerce engine. This platform enables a unified view of our consumers and how they interact with our content and products, as well as the collection and interpretation of first-party data. This combination provides us with deep predictive insights into user behavior that we use to generate content and products that consumers want, which drives engagement and in turn, drives advertising and performance marketing dollars. In a world where third party cookies are discontinued, our unique combination of trusted brands, proprietary first party data, and commitment to innovation drives meaningful experiences for our consumers and measurable results for our advertising and marketing partners.

Revenues

Our digital business generates revenues from advertising, via our owned- and- operated properties and on third party sites, and from consumers via performance marketing driven by clicks to online retailers, licensing, and paid products.

Digital Advertising—We offer a diverse product suite for advertisers including display, sponsorship, native, video, social, and email, along with unique proprietary products such as shopper units and the Meredith Data Studio, which offers audience and contextual targeting, predictive advertising, and predictive trending. The combination of our focus on women, content expertise, and unique data offerings, drives multi-million-dollar, multi-year partnerships with major marketers (including retailers like Walmart and Target).

We sell the majority of our digital advertising directly (inclusive of premium programmatic) and are less reliant on open programmatic channels than the overall digital marketplace. For example, our open programmatic accounts for less than 40 percent compared to many digital organizations whose open programmatic accounts for 60 to 70 percent.

We sell digital advertising primarily on a flat rate/sponsorship basis or on a cost per thousand (“CPM”) basis. Flat rate/sponsorship deals are sold on an exclusive basis to advertisers, giving them access to our major events. CPM deals are sold on an impression basis with a guarantee that we will deliver the negotiated volume commitment. If we are not able to meet the impression goal, we will extend the campaign or provide alternative placements.

We also possess strategic marketing capabilities, which provide clients and their agencies with access to all of our media platforms and capabilities, including print, digital, video, mobile, consumer events, and custom marketing. Our team of creative and marketing experts delivers innovative solutions across multiple media channels to meet each client’s unique advertising and promotional requirements.

Third-party Advertising—In addition to selling video advertising on our owned and operated sites, we offer advertisers the ability to extend their campaign reach by distributing their pre-roll and mid-roll ads in conjunction with our premium video content across other third party sites. These sites are part of the Meredith Video Partnership.

Licensing—Licensing activities include royalties earned by us from our content relationship with Apple News+ and other content distribution relationships, as well as from brand licensing activities.

Through our partnership with Apple News+, we earn royalties based on viewership engagement with our premium brand content. Our content is also syndicated on several other platforms and monetized through various commercial relationship terms.

Meredith brand licensing also generates revenue through multiple long-term trademark licensing agreements with retailers, manufacturers, publishers, and service providers. Our licensing programs extend the reach of Meredith brands into additional consumer channels in the United States and abroad. Currently the world’s second largest global licensor, we have a variety of direct-to-retail partnerships, including Better Homes & Gardens at Walmart, Southern Living at Dillard’s, and InStyle-branded hair salons in select JC Penney stores.

Performance Marketing—Performance marketing revenue includes affiliate commerce and performance marketing commissions. Affiliate commerce commission revenue is generated when we refer users to commerce partner websites resulting in a purchase or transaction. Performance marketing commissions are generated on a cost-per-click or cost-per-action basis. We also own magazines.com and magazine.store, websites focused on the sales of Meredith and third-party magazine subscriptions.

Paid Products—In addition to advertising supported businesses, we operate digital consumer-paid products. These include Cozi, a shared family calendar and planning app (dual revenue streams consumer paid and advertising); Cooking Light Diet, a meal planning service; BHG Insider, a membership program which provides exclusive access to benefits, deals and discounts; and MyLife, a mindfulness and meditation app which Meredith Corporation acquired under the app’s former name of Stop, Breathe and Think in 2019.

Seasonality

Revenues associated with our digital operations are subject to seasonal fluctuations, traditionally highest during the fourth calendar quarter period due to increased retailer and consumer goods marketing activities and strong consumer demand for and engagement with our food and lifestyle content associated with popular holidays at that time of the year. Traffic and consumer engagement may also fluctuate around other holidays and significant cultural moments, such as Hollywood award shows, filmed entertainment premieres, and finales as well as breaking news concerning celebrities and royal family members.

Digital Expenses

Operating expenses for our digital business primarily include editorial, production, and technology costs associated with content and digital platforms and expenses related to our licensing business. Additionally, digital expenses include salaries, employee benefits, commissions, partner remittance, and other routine overhead costs.

Competition

Our business is characterized by continuously evolving technology, frequent product evolution, and changing preferences from consumers, advertisers, and marketers. Digital media is intensely competitive, particularly for women’s attention and for spending from advertisers and marketers.

We compete against diversified multi-platform media companies ‘pure-play’ digital companies, news aggregators, search engines, social media platforms, and large digital platform operators including Google and Facebook.

We believe our primary competitive differentiators are our large reach to American consumers, particularly women; our expertise at creating content and experiences that drive meaningful consumer engagement; our trusted and iconic brands; our proprietary technology and analytics platform; and our long-standing relationships with advertisers and marketers.

MAGAZINE BUSINESS

Magazine contributed 69 percent of our combined revenues in 2020. Magazine revenue sources include advertising, direct-to-consumer subscription and newsstand, and for services as a major marketer of third-party magazine subscriptions, products, and services in the United States.

We are the largest magazine publisher in the United States, and the majority of our brands and content are focused on interests related to women and lifestyle. Scale is an important differentiator because it enables greater economies with vendors, and greater reach and efficiency to audiences for advertising and marketing clients. Advertising and marketing clients continue to consolidate their spending with media partners who have broad and efficient reach. Our magazines reach 100 million consumers every month, including 53 percent of all American women.

Our brands are leaders in the categories our consumers care about most: entertainment, food, home, beauty, travel, health, family, and fashion. For example, we own three of the industry’s largest brands as measured by audience size, according to the AAM: People, Better Homes & Gardens, and Southern Living. These three brands together account for a significant percentage of revenues and operating profit of the magazine segment.

Meredith published over 40 magazine brands in 2020, selling more than 534 million magazine copies. We distribute our magazines through subscription and newsstand, with the majority of distribution through subscription. We prefer a subscription-focused distribution approach because it fosters long-term direct relationships with consumers and creates greater monetization opportunities. Meredith had 36 million active subscriptions at December 31, 2020, and the majority of our subscription brands are issued between four and 12 times annually.

At newsstand, we sell single copies of our subscription titles and Meredith Premium Publishing (“MPP”) publishes more than 300 special interest titles annually. MPP’s magazines provide in-depth information, education and entertainment on single topics and trends that are timely and relevant to the American consumer, including food, home, entertainment, and health and wellness. The majority of MPP’s titles are high quality, have a high ratio of editorial to advertising content (they carry little advertising messaging), and are premium priced at between $10 and $15 each.

Revenues

Our magazine business generates revenues from advertising, through our magazines and third party titles, and from consumers through subscription and newsstand.

Magazine Advertising—Advertising revenues are generated primarily from sales to clients engaged in consumer marketing. Many of our larger magazines offer regional and demographic editions that contain similar editorial content but allow advertisers to customize messages to specific markets or audiences.

We also possess strategic marketing capabilities, which provide clients and their agencies with access to all of Meredith’s media platforms and capabilities, including print, television, digital, video, mobile, consumer events, and custom marketing. Our team of creative and marketing experts delivers innovative solutions across multiple media channels that meet each client’s unique advertising and promotional requirements.

We sell magazine advertising based on a brand’s rate base, which is the circulation of the magazine that we guarantee to our advertisers, as well as our audience size. If we are not able to meet our committed rate base, the price paid by advertisers is generally subject to downward adjustments, including in the form of future credits or discounts. Published rates for each of our magazines are subject to negotiations with advertisers.

Third-Party Advertising—Through MNI, we provide clients with a single point of contact for a range of targeted digital and print advertising programs focused primarily on the local and regional level. Digital products include programmatic offerings and custom display advertising on local and regional websites. Print products include customized geographic and demographic-targeted advertising programs in approximately 35 top U.S. magazines, including our own magazines as well as those of other leading magazine publishers.

Subscription—We distributed over 95 percent of our magazines via subscription in 2020. Most of our subscription magazines are delivered to subscribers through the mail. Subscriptions obtained through digital- and direct-mail

solicitation, agencies, insert cards, and other means are Meredith’s largest source of subscription revenues. Revenue per subscription and related expenses can vary significantly by source.

Newsstand—Our newsstand sales happen primarily at traditional newsstands as well as supermarkets, convenience stores, pharmacies, and other retail outlets. We own 1.9 million newsstand pockets nationwide, and sold approximately 37 million copies at retail in 2020, accounting for approximately 21 percent market share. Single copies sold on newsstands are distributed primarily through magazine wholesalers, who have the right to receive credit from us for magazines returned to them by retailers.

We partner with third parties (including celebrities and digital-first brands) who want to extend beyond their original channels into the immersive high quality magazine experience we provide. Current partnerships include Magnolia Journal with Chip and Joanna Gaines, Forks Over Knives, Reveal with Drew and Jonathan Scott, Rachael Ray in Season with Rachael Ray, Sweet July with Ayesha Curry, and Hungry Girl with Lisa Lillien.

We also publish branded books, including soft-cover “bookazines.” These are distributed through magazine-style check-out pockets at retail outlets and traditional trade book channels. We publish books on a diverse range of topics aligned with our brands, including special commemorative and biographical books. We also publish books under various licensed third-party brands and a number of original titles. Our Oxmoor House imprint publishes a variety of home, cooking, and health books under our lifestyle-oriented brands as well as licensed third-party brands.

Performance Marketing—Synapse Group, Inc., a wholly-owned subsidiary of Meredith Corporation, is an affinity marketing company that partners with publishers, brick- and-mortar retailers, digital partners, airline frequent flier programs, and customer service and direct response call centers. It is a major marketer of magazine subscriptions in the United States. Building on its continuity marketing expertise, Synapse has diversified its business to market other products and services. For example, Synapse manages several branded continuity membership programs.

Paid Products—We have granted distribution rights for backlist titles of our consumer-leading brands, including the powerful Better Homes & Gardens imprint, to a book publisher. We create book content and retain all approval and content rights while the distributor is responsible for reprinting, sales and marketing, distribution, and inventory management. We receive revenue based on sales less a 20 percent distributor fee.

Other Revenues—The Foundry is a creative content studio serving clients across a broad range of industries. Its offerings include using our content creation expertise to develop custom content marketing programs across multiple platforms that enable clients to engage new consumers and build long-term relationships with existing customers. In addition, other revenues are derived from digital and customer relationship marketing, other custom publishing projects and ancillary products and services.

Magazine Expenses

Production and Delivery

Operating expenses for our magazine business primarily including editorial and production costs associated with content creation, production, and distribution. Production and distribution expenses, which consist primarily of paper, printing, and postage, accounted for 24 percent of the magazine segment’s 2020 operating expenses.

Coated and supercalendered publication paper is the major raw material essential to the magazine segment. We directly purchase all the paper for our magazine production and custom publishing business. We have contractual agreements with major paper manufacturers to ensure adequate supplies for planned publishing requirements. The price of paper is driven by overall market conditions and is therefore difficult to predict. In 2020, average paper prices decreased 14 percent, whereas in 2019 average paper prices increased 8 percent. Paper prices increased 10 percent in 2018. We anticipate a reduction in paper prices of approximately 2 percent in 2021.

As a result of significant consolidation in the printing industry, at present there is one printer in the United States with the capability and capacity to handle a substantial portion of Meredith’s magazine print production. We have a long-term contract with that printer through 2030, creating extended price stability for our print manufacturing prices.

We continually seek the most economical and effective methods for mail delivery, including cost-saving strategies that leverage work-sharing opportunities offered within the postal rate structure. In general, postage rate changes are capped by law at the rate of inflation, as measured by the Consumer Price Index (“CPI”), but may be above-CPI price increases on the basis of certain factors. Postage prices have risen in each of the last three years. In January 2021, the United States Postal Service (“USPS”) increased rates by approximately 1.8 percent for First-Class Mail and 1.5 percent for other categories. The most recent rate change was an increase of approximately 6.9 percent effective August 2021. The USPS has also announced proposed temporary rate adjustments for the 2021 holiday season. We continue to work independently and with others to encourage and help the USPS find and implement efficiencies to contain rate increases. We cannot, however, predict future changes in the postal rates or the impact they will have on our magazine business.

Third parties provide subscription fulfillment services for our magazine brands. Third parties also provide domestic magazine newsstand distribution services through multi-year agreements.

Competition

Publishing is a highly competitive business. Direct competitors include magazine publishers such as Hearst Corporation and Condé Nast. Our magazines and related publishing products and services also compete with other mass media, including the internet and many other leisure-time activities. Competition for consumer attention and sales is based principally on editorial content, marketing skills, price, and customer service. While competition is strong for established titles, gaining readership for newer magazines and specialty publications is especially competitive. Competition for advertising dollars is based primarily on advertising rates, circulation levels, reader demographics, advertiser results, and sales team effectiveness.

HUMAN CAPITAL

We operate under the guiding principle that our employees are our most important resource. Our human resources initiatives are therefore designed to attract, develop and retain a diverse group of highly qualified employees who embody values such as integrity, creativity, courage, initiative, passion, energy, teamwork, inclusiveness and respect for others. We focus on both the end result of an employee’s work, as well as how that end result is achieved. Our culture is centered on workplace community, collaboration, communication, and a shared sense of purpose.

Workforce Demographics

As of June 30, 2021, Meredith had approximately 3,550 full-time and 50 part-time employees in its National Media Group and Corporate functions, of whom approximately 3,230 were located in the United States, approximately 365 in India, and approximately 5 in other locations. Approximately 5 percent of our workforce is unionized. We have various arrangements with our international employees that we believe to be customary for multinational corporations. We have had no strikes or work stoppages during the last five years and consider relations with our employees to be good.

Diversity, Equity and Inclusion

We have published detailed workforce diversity statistics in our Corporate Social Responsibility Report, available on our website. The following reflects selected diversity data for our National Media Group and Corporate employees. As of June 30, 2021, 66.3 percent of Meredith’s National Media Group and Corporate workforce identifies as women and 24.5 percent as people of color. In 2021, 63.6 percent of new hires were women and 46.7 percent of new hires were people of color.

Diversity, equity and inclusion are at the heart of our core values, and we have made it a priority to foster a work environment where every employee feels welcomed and valued. We are committed to these components of our diversity efforts:

•Increasing employee diversity across the organization;

•Facilitating inclusion efforts within the workplace;

•Creating education and awareness opportunities; and

•Effectively communicating our diversity, equity and inclusion initiatives and strategies inside and outside of the organization.

We believe in and strive for an environment based on respect for all individuals, and we provide equal employment opportunity to all people, regardless of race, color, national origin/ethnicity, gender identity/gender expression, creed, religion, age, disability, sexual orientation, marital status, military service or any other characteristic.

We created a Diversity, Equity & Inclusion team led by a Vice President, Diversity, Equity & Inclusion and that team, supported by our Employee Resource Groups, is responsible for connecting current activities to a larger Diversity, Equity and Inclusion strategy that we believe will allow us to continually embed these principles into all of our functions. This strategy is focused around the pillars of Education, Recruitment, Retention and Communication, which are discussed in more detail in our Corporate Social Responsibility Report.

Talent Management

In addition to our Diversity, Equity and Inclusion initiatives, we prioritize our people and the communities in which we operate in several ways, including:

•Compensation and Benefits. We deliver a total rewards package (compensation and benefits) to attract, retain and motivate our employees. Competitive compensation is a cornerstone of our company, and we have strong practices in place to support the well-being of all employees. Our pay programs are designed to recognize and reward individual performance. We participate annually in industry surveys to benchmark our pay programs and ensure overall pay levels are commensurate with the marketplace. We utilize outside consultants to conduct pay studies to ensure compensation is administered fairly and equitably across all

employees. We also offer a broad slate of competitive employee benefits, including, but not limited to, a 401(k) Plan with a generous company matching contribution and no vesting requirement, an Employee Stock Purchase Plan, tuition reimbursement, an education loan program for parents, a student-loan refinancing program for employees and family members, generous time off policies, as well as robust health benefits and an extensive and award-winning health and financial wellness program available to employees and their spouses/domestic partners. We also offer virtual and onsite healthcare consultation through our health centers in Des Moines and New York. Finally, in addition to our own corporate donations to nonprofit organizations, we also offer to match employee donations (up to $5,000 each year for each employee) and contribute funds based on hours employees volunteer with qualifying charities.

•Employee Engagement. In order to better inform the development of, and the resulting impact from, our human resources initiatives, we survey our employees periodically to monitor their satisfaction and engagement. The most recent employee survey was distributed by Meredith in September 2020 and covered a range of topics, including Productivity & Collaboration, Transparency & Communication, Employee Well-Being and Diversity, Equity and Inclusion. Additionally, Meredith’s Chairman and Chief Executive Officer regularly communicates with and responds to employee questions and concerns in company-wide town hall meetings, with questions and answers posted on our intranet following meetings. In each case, the feedback is carefully reviewed by our human resources team and used to develop and refine our human resources initiatives.

•Talent Development and Training. We pride ourselves on having a culture of highly engaged employees, which we believe is largely driven by our approach to performance management. We have a tried-and-true approach, which starts with employees collaborating with their managers to set meaningful, actionable and impactful goals at the beginning of the year. Throughout the year, managers and employees have regular dialogue regarding progress against those goals. At the end of the year, employees and managers complete a performance appraisal, which includes a discussion about goal attainment. It is a two-way conversation where employees are encouraged to provide their manager feedback on how he, she or they can best support day-to-day activities and interactions while helping employees achieve their longer-term career goals. This approach enhances employee engagement but also ensures that performance standards are applied fairly and reasonably and that they maintain a focus on continuous improvement. Demonstrated successful performance is rewarded with appropriate increases in pay and promotional opportunities, when they arise. In addition to performance management, we know that employees capable of motivating and developing others have a significant positive impact on employee performance, retention, engagement and overall business performance. We designed a learning portal with engaging video-based learning for all employees that focuses on growth and career development. We believe our employee development and training programs are an important investment in our future.

COVID-19 Response

We have adopted a multi-pronged approach to managing the COVID-19 pandemic. Much of our focus has been on deploying timely and engaging content, deep consumer connections and broad reach to provide important communications, inspire families to make the most of their time at home, and help consumers – and our employees – manage the stress associated with this unprecedented situation. For our employees, in particular, our extensive and award-winning wellness program has provided important resources to them and their families in order to help them manage their physical, mental and financial health during this crisis. Meredith has taken the following actions to help protect the health, safety and well-being of our employees in response to the COVID-19 pandemic:

•Meredith moved all nonessential employees to a remote work environment and implemented additional safety measures for all essential employees, including the provision of necessary protective equipment, the creation of sanitizing locations, daily entry questionnaires, trainings and the adoption of distancing and testing protocols to align with regulatory guidelines.

•Meredith provided Telehealth benefits at no cost to employees through September 2020.

•Meredith offered additional assistance with back-up dependent care, including reimbursement for emergency childcare expenses, and additional paid time off for employees with children at home due to schools and childcare providers closing.

•Meredith provided employees access to a free 12-month premium membership to MyLife, a meditation app designed to help individuals manage their stress.

•Meredith co-facilitated a series of company-wide discussions about developing strategies for self-care during turbulent times with our Employee Assistance Program, which also hosts free webinars about managing stress and offers employees 24/7 confidential access to professional counselors.

•In an effort to encourage employees to get vaccinated, Meredith secured partnerships with pharmacies and vaccine clinics in its Des Moines and Birmingham locations, and provided paid time off for employees to receive their COVID-19 vaccines.

OTHER

Name recognition and the public image of our trademarks (for example, People, Better Homes & Gardens, Parents) are vital to the success of our ongoing operations and to the introduction of new businesses. We protect our brands by aggressively defending our trademarks.

We had no material expenses for research and development during the past three years. Revenues from individual customers and revenues, operating profits, and identifiable assets of foreign operations were not significant. Compliance with federal, state, and local provisions relating to the discharge of materials into the environment and to the protection of the environment had no material effect on capital expenditures, earnings, or our competitive position.

PROPERTIES

We own our headquarters located at 1716 and 1615 Locust Street (“Des Moines Campus”) in Des Moines, Iowa, and we are the sole occupant of the Des Moines Campus. We also lease property in New York, New York, and believe these facilities, together with our other locations, are sufficient to meet our current and expected future requirements. As a result of dispositions and cost-reduction initiatives, we have vacant leased space, including two floors at our location in New York, New York. The vacant space is presently held with the intent to sublease for the remainder of the lease term.

LEGAL PROCEEDINGS

In the ordinary course of business, we are a defendant in or party to various legal claims, actions, and proceedings. These claims, actions, and proceedings are at varying stages of investigation, arbitration, or adjudication, and involve a variety of areas of law.

On October 26, 2010, the Canadian Minister of National Revenue denied the claims by Time Inc. Retail (formerly Time/Warner Retail Sales & Marketing, Inc.) (“TIR”) for input tax credits in respect of goods and services tax that TIR had paid on magazines it imported into and had displayed at retail locations in Canada during the years 2006 to 2008, on the basis that TIR did not own those magazines and issued Notices of Reassessment in the amount of approximately C$52 million. On January 21, 2011, TIR filed an objection to the Notices of Reassessment with the Chief of Appeals of the Canada Revenue Agency (“CRA”), arguing that TIR claimed input tax credits only in respect of goods and services tax it actually paid and it is entitled to a rebate for such payments. On September 13, 2013, TIR received Notices of Reassessment in the amount of C$26.9 million relating to the same type of situation during the years 2009 to 2010, and TIR filed similar objections as for prior years. By letter dated June 19, 2015, the CRA requested payment of C$89.8 million, which includes interest accrued and stated that failure to pay may result in legal action. TIR responded by stating that collection should remain stayed pending resolution of the issues raised by TIR’s objection. Including interest accrued, the total of the reassessments claimed by the CRA for the years 2006 to 2010 was C$91 million as of November 30, 2015. The parties are engaged in mediation.

On September 6, 2019, a shareholder filed a putative class action lawsuit in the U.S. District Court for the Southern District of New York against Meredith Corporation, its Chief Executive Officer, and its Chief Financial Officer,

seeking to represent a class of shareholders who acquired securities of Meredith Corporation between May 10, 2018, and September 4, 2019 (the “New York Action”). On September 12, 2019, a shareholder filed a putative class action lawsuit in the U.S. District Court for the Southern District of Iowa against Meredith Corporation, its Chief Executive Officer, its Chief Financial Officer, and its Chairman of the Board seeking to represent a class of shareholders who acquired securities of Meredith Corporation between January 31, 2018, and September 5, 2019 (the “Iowa Action”). Both complaints allege that the defendants made materially false and/or misleading statements and failed to disclose material adverse facts about Meredith’s business, operations, and prospects. Both complaints assert claims under the federal securities laws and seek unspecified monetary damages and other relief. On November 12, 2019, the plaintiff shareholder withdrew the New York Action, and the action has been dismissed. On November 25, 2019, the City of Plantation Police Officers Pension Fund was appointed to serve as lead plaintiff in the Iowa Action. On March 9, 2020, the lead plaintiff filed an amended complaint in the Iowa Action, now seeking to represent a class of shareholders who acquired securities of Meredith Corporation between January 31, 2018, and September 30, 2019. We intend to vigorously oppose the Iowa Action. On June 22, 2020, the defendants filed a motion to dismiss the Iowa Action. On October 28, 2020, a U.S. District Judge granted defendants’ motion to dismiss, dismissing the Iowa Action with prejudice at plaintiffs’ cost due to plaintiffs’ failure to satisfy applicable pleading requirements. Specifically, the court held that plaintiffs had failed to plead any actionable misstatement or omission, scienter, or loss causation. On November 23, 2020, the lead plaintiff filed a notice of appeal of the District Court’s dismissal. The parties have completed briefing in the Eighth Circuit Court of Appeals, and it appears likely we will receive a decision on the appeal sometime in late 2021 or 2022. We express no opinion as to the ultimate outcome of these matters.

AVAILABLE INFORMATION

Our corporate website at meredith.com and our Investor Relations website at ir.meredith.com contain a significant amount of information about us. We encourage investors to visit these websites from time to time, as information is updated and new information is posted. Additional information on non-financial matters, including environmental and social matters and diversity and inclusion initiatives, is available at www.meredith.com/about-us/corporate-social-responsibility. Website references in this report are provided as a convenience and do not constitute, and should not be viewed as, incorporation by reference of the information contained on, or available through, the websites. Therefore, such information should not be considered part of the registration statement, of which this information statement forms a part.

After the registration statement, of which this information statement forms a part, becomes effective, New Meredith will file annual, quarterly and current reports, proxy statements, and other documents with the SEC. New Meredith’s SEC filings will be available to the public on the SEC’s Internet site at http://www.sec.gov. You may also obtain these documents, free of charge, from the investor relations section of our website at ir.meredith.com.

We will also make available on our website New Meredith’s corporate governance information, including charters of all our Board Committees, our Corporate Governance Guidelines, our Code of Ethics, and our Bylaws. Copies of such documents are also available free of charge upon written request.

THE SEPARATION, DISTRIBUTION, AND SPIN-OFF

General

In connection with the Gray Merger Agreement, the Board of Directors of Meredith approved a plan to separate Meredith’s NMG businesses and LMG businesses into two independent companies, subject to the terms and conditions set forth in the Gray Merger Agreement and in the Spin-Off Agreements (as defined below). To effect the Separation, Meredith’s NMG businesses and corporate functions (along with MNI Targeted Media and People TV businesses, which were previously reported in Meredith Corporation’s historical local media group) will be transferred to New Meredith, which will be spun-off as a stand-alone, publicly traded company prior to the proposed Merger of Meredith (then owning the LMG businesses only) with a wholly-owned subsidiary of Gray pursuant to the Gray Merger Agreement. On November 30, 2021, Meredith will hold a special meeting at which the shareholders of Meredith will vote on whether to approve the proposal to adopt the Gray Merger Agreement and approve the Gray Merger.

In furtherance of the plan for the Spin-Off, the Meredith Board approved the Distribution of (i) all of the shares of our common stock held by Meredith to shareholders of Meredith holding common stock and (ii) all of the shares of our Class B Stock held by Meredith to shareholders of Meredith holding Class B Stock, in each case on a one-for-one basis so that New Meredith maintains a dual-class voting structure. Following the Distribution and Spin-Off, Meredith’s pre-merger shareholders will own 100 percent of New Meredith’s issued and outstanding common stock and Class B Stock.

You will not be required to make any payment, surrender or exchange your shares of Meredith Common Stock or Meredith Class B Stock or take any other action to receive your shares of our common stock or Class B Stock, as applicable, in the Distribution.

For a more detailed description of the Separation, Distribution, and Spin-Off, see “—Transaction Steps”. The Distribution and Spin-Off are subject to the satisfaction of certain conditions. For a more detailed description of these conditions, see “—Conditions to the Distribution and Spin-Off”.

Reasons for the Separation, Distribution, and Spin-Off

The Meredith Board believes that the sale of Meredith’s LMG businesses to Gray pursuant to the Gray Merger and in conjunction with the separation of Meredith’s NMG businesses pursuant to the Spin-Off is in the best interests of Meredith and its shareholders. A wide variety of factors were considered by the Meredith Board in evaluating the Gray Merger and the Spin-Off, which decision was determined by our Board prior to the commencement of the process that resulted in announcement of the Dotdash merger. However, the Dotdash Merger does not alter the belief of Meredith’s Board that the Spin-Off is in the best interests of Meredith and its shareholders. Among other things, the Meredith Board considered the following potential benefits of the Spin-Off at the time of the approval of the Gray Merger. In the course of its deliberations, the Meredith Board considered the following substantive factors as being generally positive or favorable, each of which the Meredith Board believed supported its unanimous decision to proceed with the Spin-Off and related transactions:

•the belief that the strategic transformation resulting from the Gray Merger and Spin-Off is the most favorable way to unlock value for Meredith and its shareholders;

•the belief that the sale of Meredith’s LMG businesses unlocks meaningful shareholder value and accelerates all of our top financial priorities, including materially reducing debt and freeing up capital to invest in future high potential digital opportunities while also providing capital returns to shareholders;

•the belief that the $2.825 billion sale price and 10.4x sale multiple reflects a premium price, a highly competitive process and the quality of Meredith’s broadcast portfolio, and an attractive point in the cycle to monetize Meredith’s investment in the LMG business;

•the fact that the Spin-Off facilitates a tax efficient separation of the businesses that allows the full proceeds of the transaction to extinguish existing Meredith debt and Meredith shareholders to receive $16.99 per share in cash and one-for-one equity in New Meredith;

•the expectation that post-transaction New Meredith will be levered at approximately 2x adjusted EBITDA, enabling the financial flexibility for digital growth investments and capital returns to shareholders;

•the belief that the Spin-Off will fully establish New Meredith as a multiplatform, consumer focused, lifestyle media company with sharper focus and enhanced capacity to invest in New Meredith’s leading consumer and digital platforms;

•the fact that post-transaction, subject to any changes resulting from the completion of the Dotdash Merger, we will be led by Meredith’s existing senior executive team with Tom Harty as Chairman and Chief Executive Officer and continue to benefit from Meredith’s management team’s expertise in conducting New Meredith’s business and operations;

•the fact that, in the event that the Dotdash Merger is not completed, Meredith’s shareholders in the aggregate will own 100 percent of the fully diluted shares of New Meredith, which would provide Meredith’s shareholders with continuing participation in the NMG business and its potential growth;

•the favorable momentum and prospects of NMG as a stand-alone business, with digital growth offsetting print declines and the belief that moving to report digital and magazine as separate segments would create greater clarity and unlock shareholder value as public markets were not giving NMG enough value for its current business (and the Meredith Board believes this unlocking of shareholder value is reflected by the sizeable premium of the Dotdash Merger price over the market value of the NMG businesses implied from Meredith’s then prevailing stock price at the time of approval of the Dotdash Merger);

•the facts that New Meredith will retain the “Meredith” name and continue to be headquartered in Des Moines, Iowa, will retain the current voting structure, and will be traded on the NYSE unless the Dotdash Merger is completed on the same day as the Spin-Off and the Gray Merger; and

•the fact that Meredith had obtained committed debt financing for New Meredith and the limited number and nature of the conditions to the debt financing.

The Meredith Board was aware of and also considered the following risks and other factors concerning the Spin-Off and the transaction as generally negative or unfavorable:

•that the announcement and pendency of the transaction could result in the disruption of Meredith’s business, including the possible diversion of management and employee attention from other strategic and operational priorities to focus on matters relevant to the transaction, potential employee attrition and potential adverse effects on Meredith’s business relationships;

•the significant costs involved in connection with entering into and completing the transaction and the substantial time and effort of management required to complete the transaction;

•the possibility that the transaction might not be consummated in a timely manner;

•the possibility that if the transaction is not completed, Meredith’s operations may be adversely affected and the trading price of Meredith’s common stock may be adversely affected;

•the possibility that, while the transaction is expected to be completed, there can be no assurance that all conditions to the parties’ obligations to complete the transaction will be satisfied, and as a result, it is possible that the transaction may not be completed;

•the fact that if the Gray Merger is not consummated, the Spin-Off will also not be consummated;

•the risk that New Meredith may not meet its financial projections and the possibility that the strategic, operational and financial benefits anticipated in connection with the transaction might not be realized by New Meredith as a stand-alone company; and

•the fact that the receipt of cash in exchange for shares pursuant to the Gray Merger and the receipt of New Meredith shares pursuant to the Spin-Off will both be taxable transactions to Meredith’s shareholders for U.S. federal income tax purposes.

In addition, Meredith Board was aware of and considered the interests that certain directors and executive officers may have with respect to the transaction that differ from, or are in addition to, their interests as Meredith’s shareholders, as described in this information statement.

The Meredith Board believed that, overall, the potential benefits of the transaction to Meredith and its shareholders outweighed the risks, many of which are mentioned above. The Meredith Board realized, however, that there can be no assurance about future results, including results considered or expected as described in the factors listed above. The explanation of the reasoning of the Meredith Board and all other information in this section are forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

Formation of a Holding Company Prior to the Distribution

In connection with the Distribution and prior to entering into the Gray Merger Agreement and the Spin-Off Agreements, Meredith organized New Meredith as an Iowa corporation for the purpose of transferring to New Meredith the assets and liabilities of Meredith allocated to the NMG businesses and corporate functions (along with MNI Targeted Media and People TV businesses, which were previously reported in Meredith Corporation’s historical media group).

The Number of Shares You Will Receive

For each share of Meredith Common Stock or Meredith Class B Stock that you owned at the close of business on November 19, 2021, the Record Date, you will receive one share of New Meredith Common Stock or New Meredith Class B Stock, as applicable, on the Distribution Date.

When and How You Will Receive the Distribution

Meredith expects to distribute the shares of New Meredith Stock on December 1, 2021, the Distribution Date. Equiniti Trust Company d/b/a EQ Shareowner Services, which currently serves as the transfer agent and registrar for Meredith Stock, will serve as transfer agent and registrar for New Meredith Stock and as Distribution Agent in connection with the Distribution.

If you own Meredith Stock as of the close of business on the Record Date, the shares of New Meredith Stock that you are entitled to receive in the Distribution will be issued electronically, as of the Distribution Date, to you or to your bank or brokerage firm on your behalf by way of direct registration in book-entry form. Registration in book-entry form refers to a method of recording stock ownership when no physical share certificates are issued to shareholders, as is the case in this Distribution. If you sell shares of Meredith Common Stock in the “regular-way” market, up to and including through the Distribution Date, you will be selling your right to receive shares of New Meredith Common Stock in the Distribution.

Commencing on or shortly after the Distribution Date, if you hold physical stock certificates that represent your shares of Meredith Stock and you are the registered holder of the Meredith shares represented by those certificates, the Distribution Agent will mail to you an account statement that indicates the number of shares of New Meredith Stock that have been registered in book-entry form in your name. If you have any questions concerning the mechanics of having shares of our stock registered in book-entry form, we encourage you to contact Equiniti Trust Company d/b/a EQ Shareowner Services at the address set forth under “Summary—Questions and Answers about New Meredith and the Separation, Distribution, and Spin-Off—Where can Meredith shareholders get more information?” in this information statement. Most Meredith shareholders hold their shares of Meredith Stock through a bank or brokerage firm. In such cases, the bank or brokerage firm would be said to hold the stock in “street name” and ownership would be recorded on the bank or brokerage firm’s books. If you hold your Meredith Stock through a bank or brokerage firm, your bank or brokerage firm will credit your account for the shares of our stock that you are entitled to receive in the Distribution. If you have any questions concerning the mechanics of having shares of our stock held in “street name,” we encourage you to contact your bank or brokerage firm.

Transaction Steps

Step 1. Separation.

Pursuant to the terms of the Separation and Distribution Agreement, at a time on or prior to the date of the Distribution, Meredith will cause (i) certain subsidiaries, assets and employees of Meredith or its subsidiaries relating to the NMG businesses and corporate functions of Meredith to be transferred to, and certain liabilities relating thereto to be assumed by, New Meredith and (ii) certain subsidiaries, assets and employees of Meredith or its subsidiaries relating to the LMG businesses to be retained by or transferred to, and certain liabilities relating thereto to be retained by or assumed by, Meredith (collectively, the “Separation”). Following the Separation, New Meredith and its subsidiaries will own all of the NMG businesses and corporate functions, while Meredith (excluding New Meredith and its subsidiaries) will own all of the LMG businesses. As part of the Separation, Meredith’s MNI and People TV businesses, which were previously reported in Meredith Corporation’s historical local media group, will be transferred to New Meredith.

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

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

Step 3. Distribution and Spin-Off.

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

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

Step 4. Merger.

to terms and conditions set forth in the Gray Merger Agreement. After the Gray Merger is completed, you will have the right to receive the Gray Merger consideration, but you will no longer have any ongoing ownership interest in Meredith, including its LMG businesses.

Treatment of Equity Awards

The equity holdings of Meredith’s directors and executive officers will generally be treated in the same manner as the equity holdings of all other equity holders.

Prior to completion of the Gray Merger, in connection with the Spin-Off, each outstanding stock option granted under Meredith’s equity plans will be converted into two options: (1) an adjusted Meredith stock option that will be canceled and converted into the right to receive a cash payment in the Gray Merger as described below, and (2) a stock option for New Meredith shares. The number of shares subject to the adjusted Meredith stock option and the New Meredith stock option will be equal to the number of shares subject to the related Meredith stock option prior to the Spin-Off, but the exercise prices will be adjusted to reflect the relative values of LMG and NMG. The New Meredith stock options will generally be subject to the same terms and conditions as set forth in the related Meredith stock option award before the Distribution, except that unvested New Meredith stock options held by employees of LMG will be canceled and converted into the right to receive a cash payment from New Meredith equal to the excess, if any, of the “when-issued” trading price of New Meredith Common Stock on the last trading day immediately prior to the Distribution Date less the adjusted exercise price for such option (or, if a “when-issued” trading price is not available, the cash amount (as adjusted) payable in respect of each share of New Meredith Common Stock under the Dotdash Merger Agreement).

Prior to completion of the Gray Merger, in connection with the Spin-Off, holders of RSUs and Share-Based Awards granted under Meredith’s equity plans will receive RSUs and Share-Based Awards in New Meredith with respect to an equal number of shares subject to the related Meredith award prior to the Spin-Off. The New Meredith RSUs and Share-Based Awards will generally be subject to the same terms and conditions as set forth in the related Meredith award before the Distribution, except that unvested New Meredith RSUs held by employees of LMG will be canceled and converted into the right to receive a cash payment from New Meredith equal to the “when-issued” trading price of New Meredith Common Stock on the last trading day immediately prior to the Distribution Date (or , if a “when-issued” trading price is not available, the cash amount (as adjusted) payable in respect of each share of New Meredith Common Stock under the Dotdash Merger Agreement).

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

New Meredith Financing

Meredith anticipates that the total amount of funds necessary for New Meredith to make the New Meredith Cash Payment to Meredith and to pay transaction fees and expenses will be approximately $670 million, which amount is subject to adjustment as further described in the Gray Merger Agreement. This amount is expected to be funded through the following sources: available cash on hand (which will be taken into account in determining the amount of the New Meredith Cash Payment) and through borrowings under a new senior credit facility from the New Meredith Debt Financing or, if the Dotdash Merger is completed on the same day as the closing of the Spin-Off and the Gray Merger, through funds advanced by Dotdash.

To provide the debt financing required by Meredith to fund the New Meredith Cash Payment, Meredith entered into an amended and restated commitment letter (the “Existing Commitment Letter”), dated June 25, 2021 (amending and restating its financing commitment letter dated May 3, 2021, as amended and restated May 24, 2021), Royal Bank of Canada, Barclays Bank PLC and the other lenders party thereto (the “Initial Lenders”). In connection with the Dotdash Merger and the New Meredith Cash Payment obligations of Meredith should the Dotdash Merger not be completed on the same day as the closing of the Spin-Off and the Gray Merger, Meredith has (i) terminated the Existing Commitment Letter and (ii) entered into a commitment letter (the “New Meredith Commitment Letter”)

with Royal Bank and Barclays (collectively, the “Commitment Parties”) on October 6, 2021, pursuant to which Meredith has received commitments from the Commitment Parties to provide to New Meredith $725 million of secured term loans pursuant to a term loan facility (the “Term Loan Facility”) and $150 million of secured revolving commitments (the “Revolving Facility” and collectively, the “Facilities”). The borrower under the Facilities will be a designated subsidiary of New Meredith and the obligations of the borrower under the Facilities will be guaranteed by New Meredith and the subsidiaries of the borrower (subject to customary exceptions to be agreed). The amount of initial borrowings under the Facilities will be determined prior to the closing date of the Gray Merger based on the total amount of funds necessary for New Meredith to make the New Meredith Cash Payment to Meredith (which, in turn, will depend on the actual amount of Meredith’s net debt on the closing date of the Gray Merger) and to pay transaction fees and expenses.

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

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

Among other termination rights, the obligations of the Commitment Parties under the New Meredith Commitment Letter will terminate automatically upon the earliest to occur of: (a) the earlier of (1) September 3, 2022 and (2) May 3, 2022 plus (x) in the event that the Separation shall not have been consummated on or prior to such date due solely to the failure to obtain required regulatory approvals (including any regulatory approvals required under the Gray Merger Agreement, one automatic extension of three months and (y) if the Marketing Period (as defined in the Commitment Letter) has commenced and has not ended by the last business day immediately prior to May 3, 2022 (or if extended pursuant to the foregoing clause (x), the date that is three months following such date), the fifth business day following the end of the Marketing Period, if in either case of the foregoing clauses (1) and (2), the Closing Date (as defined in the Commitment Letter) shall not have occurred by such date, (b) consummation of the Separation without the funding of the facilities contemplated by the Commitment Letter, (c) the date of execution and delivery of the definitive documentation for the Facilities, (d) the termination of the Separation and Distribution Agreement or the termination of the Gray Merger Agreement in accordance with its terms prior to the funding of the Facilities and (e) the consummation of the Dotdash Merger.

Conditions to Distribution and Spin-Off

The Separation and Distribution Agreement provides that the completion of the Distribution is subject to the satisfaction of certain conditions, specifically:

•each of the conditions to the Gray Merger Agreement has been fulfilled or waived (other than those conditions that by their nature can only be satisfied at the closing of the Gray Merger, provided that such conditions are capable of being satisfied) and Gray has confirmed to Meredith in writing that it is prepared to consummate the Gray Merger, subject only to the completion of the Distribution and the New Meredith Cash Payment;

•the Separation shall have been substantially completed in accordance with the agreed plan of separation;

•the New Meredith Debt Financing shall have been consummated and funded in full in accordance with the New Meredith Commitment Letter (except that, pursuant to the Consent Agreement, this condition can be satisfied without full funding of the New Meredith Debt Financing to the extent the Dotdash Merger closes on the same day as the Spin-off and the Gray Merger and the New Meredith Cash Payment is fully paid through funds advanced by Dotdash, subject to the terms of the Separation and Distribution Agreement);

•the New Meredith Cash Payment shall have been made from New Meredith to Meredith in accordance with the terms of the Separation and Distribution Agreement;

•the Form 10 filed with the SEC shall have been declared effective by the SEC and no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SEC, and the information statement shall have been mailed to holders of Meredith Common Stock as of the Record Date;

•prior to the Distribution Date, such registration statements on Form S-8 as are necessary to register the equity awards of New Meredith held by or made available to directors and employees of New Meredith shall have been filed with the SEC;

•all actions and filings with respect to the New Meredith Common Stock and New Meredith Class B Stock necessary under applicable federal, state or foreign securities or “blue sky” laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted;

•New Meredith shall have obtained an opinion from a nationally-recognized firm as to the solvency of New Meredith and Meredith after giving effect to the Distribution and the New Meredith Cash Payment;

•the New Meredith Common Stock to be delivered in the Distribution shall have been accepted for listing on the NYSE, subject to compliance with applicable listing requirements; and

•no injunction by any court or other tribunal of competent jurisdiction shall have been entered and shall continue to be in effect and no law shall have been adopted or be effective preventing consummation of the Distribution or any of the transactions contemplated by the Spin-Off Agreements or the Gray Merger.

Spin-Off Agreements

Separation and Distribution Agreement

The Separation and Distribution Agreement governs the terms and conditions by which Meredith’s assets are to be transferred, liabilities are to be assumed and contracts are to be assigned to or retained by New Meredith and LMG RemainCo as part of the separation of Meredith’s NMG businesses and corporate functions from its LMG businesses, and it provides for when and how these transfers, assumptions and assignments will occur.

Separation – Allocation of Assets and Liabilities Between New Meredith and LMG RemainCo

The Separation and Distribution Agreement allocates the assets and liabilities of Meredith between New Meredith and LMG RemainCo as follows:

•all assets that relate primarily to the LMG businesses, which owns and operates broadcast television stations, will be transferred to or retained by LMG RemainCo, including (1) all issued and outstanding capital stock of, or equity interests in any subsidiaries of Meredith primarily relating to the LMG businesses, (2) all assets of Meredith and its Subsidiaries sufficient to allow LMG RemainCo to conduct the LMG business as currently conducted prior to Closing, including the rights relating to the LMG RemainCo portion of any shared contract, and (3) the proceeds of the New Meredith Cash Payment to be made by New Meredith to LMG RemainCo;

•all assets, other than those to be allocated to LMG RemainCo, will be transferred to New Meredith, including (1) corporate function assets, including the corporate headquarters in Des Moines, Iowa, the corporate name “Meredith Corporation” and the NYSE ticker symbol (MDP), (2) all issued and outstanding capital stock of, or equity interests in any subsidiaries of Meredith that are not allocated to LMG RemainCo, including MNI, the People TV business, and Meredith Corporation Foundation, and (3) the rights relating to the New Meredith portion of any shared contract;

•certain liabilities will be assumed by or retained by LMG RemainCo, including (i) all liabilities arising out of assets allocated to LMG RemainCo or from the operation of the LMG businesses, including any terminated, divested or discontinued portion of the LMG businesses, before, during, or after the Distribution, (ii) LMG RemainCo’s obligations under its portion of any shared contract, (iii) all existing indebtedness of Meredith, (iv) certain litigation relating to the LMG businesses, (v) liabilities allocated to

LMG RemainCo pursuant to the Employee Matters Agreement, and (vi) liabilities allocated to LMG RemainCo pursuant to the Tax Matters Agreement; and

•all liabilities not expressly allocated to LMG RemainCo will be assumed by New Meredith, including (i) all liabilities arising out of the assets allocated to New Meredith or from the operation of the NMG businesses before, during, or after the Distribution, (ii) New Meredith’s obligations under its portion of any shared contract, (iii) all liabilities pursuant to the New Meredith Debt Financing, (iv) all liabilities of Meredith in respect of shareholder and securities litigation relating to the Form 10 and the Gray Merger Agreement and the Spin-Off Agreements arising between signing the Gray Merger Agreement and closing the Gray Merger, (v) certain transaction expenses and pre-closing liabilities of Meredith, (vi) certain liabilities relating to the indemnification of any present or past director or officer of Meredith, (viii) liabilities allocated to New Meredith pursuant to the Employee Matters Agreement, and (ix) liabilities allocated to New Meredith pursuant to the Tax Matters Agreement.

New Meredith Cash Payment

The Separation and Distribution Agreement provides that as part of the Separation, New Meredith or one of its subsidiaries will pay to LMG RemainCo the New Meredith Cash Payment such that the net debt of Meredith (exclusive of the New Meredith debt and after giving effect to the New Meredith Cash Payment), would be equal to $1.975 billion on the date of the Closing, subject to certain adjustments, which will be used by Gray to refinance all of Meredith’s outstanding debt as of the date of the Closing. The amount of the New Meredith Cash Payment is subject to certain adjustments, including the following:

•the New Meredith Cash Payment will be decreased by the product of (x) $16.99 and (y) 511,600 less the number of equity awards actually awarded by Meredith to employees and directors between the signing of the Gray Merger Agreement and the closing of the Gray Merger;

•the New Meredith Cash Payment will be decreased or increased, as applicable, by the amount by which the aggregate merger consideration actually paid in respect of Meredith stock options is less than or more than $14,404,530 (assuming a $42.18 per share price for purposes of adjusting the exercise price of the stock options, the New Meredith Cash Payment would be increased by $6,909,186);

•the New Meredith Cash Payment will be decreased by $25,983,750 (as a result of the redemption of warrants to purchase Meredith Common Stock, which were redeemed in accordance with their terms on June 30, 2021);

•pursuant to the Consent Agreement, the New Meredith Cash Payment will be increased by $30,000,000 as provided in an amendment to the Separation and Distribution Agreement entered into with Gray in connection with Gray consenting to Meredith and New Meredith entering into the Dotdash Merger Agreement (provided that if Meredith satisfies certain financial statement delivery requirements, the New Meredith Cash Payment will instead be increased by $25,000,000); and

•pursuant to the Consent Agreement, if the closing under the Gray Merger Agreement occurs but does not occur on or before December 1, 2021, then, for each day after December 1, 2021 through the date that the closing under the Gray Merger Agreement occurs, the New Meredith Cash Payment will be increased by $725,000.

The New Meredith Cash Payment is expected to be funded through the following sources: available cash on hand (which will be taken into account in determining the amount of the New Meredith Cash Payment); and through borrowings under a new senior credit facility from the New Meredith Debt Financing or, if the Dotdash Merger is completed on the same day as the closing of the Spin-Off and the Gray Merger, through funds advanced by Dotdash.

Distribution

The Separation and Distribution Agreement provides that, on the Distribution Date, each holder of Meredith Common Stock as of the Distribution Record Date will receive shares of New Meredith Common Stock and each holder of Meredith Class B Stock as of the Distribution Record Date will receive shares of New Meredith Class B

Stock, in each case on a one-for-one basis such that New Meredith will maintain a dual-class capital structure. Following the Distribution, Meredith’s pre-Distribution shareholders will collectively hold 100 percent of the issued and outstanding shares of New Meredith.

Timing of the Distribution

Subject to Meredith’s ability to legally declare and pay the dividend represented by the Distribution at such time under applicable law, Meredith shall consummate the Separation and Distribution as promptly as reasonably practicable after satisfaction of all of the conditions to the Distribution, provided that Meredith is entitled to delay the Distribution until the later to occur (1) ten days after the date on which the Distribution would otherwise occur to the extent necessary to comply with any NYSE rules relating to notices of record dates and dividends and (2) the date on which the proceeds of the New Meredith Debt Financing are available in full in accordance with the New Meredith Commitment Letter.

Efforts

The Separation and Distribution Agreement provides that the parties must use their reasonable best efforts prior to and after the Distribution Date to cause to be executed and delivered, all instruments, including instruments of conveyance, as in order to effectuate the provisions and purposes of the Separation and Distribution Agreement and the Spin-Off Agreements and the transactions contemplated thereby.

Releases

The Separation and Distribution Agreement provides that, subject to certain exceptions, each party (New Meredith and LMG RemainCo) releases and forever discharges the other party and their respective affiliates and assigns, from all liabilities existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the time of the Distribution. The releases do not extend to or amend obligations or liabilities under any agreements between the parties that remain in effect following the time of the Distribution, including their obligations and liabilities to each other under the Gray Merger Agreement and the Spin-Off Agreements.

Indemnification

In addition, the Separation and Distribution Agreement provides for mutual indemnities principally designed to place financial responsibility for the obligations and liabilities of the NMG businesses and corporate functions with New Meredith and financial responsibility for the obligations and liabilities of the LMG businesses with LMG RemainCo after the time of the Separation and Distribution. In general, each party (New Meredith and LMG RemainCo) will indemnify, defend and hold harmless the other party, its affiliates and subsidiaries and its officers, directors, employees and agents for any losses arising out of or otherwise in connection with the liabilities that each such party assumed or retained pursuant to the Separation and Distribution Agreement and the other Spin-Off Agreements.

Insurance

The Separation and Distribution Agreement generally provides that all insurance policies (and rights and obligations thereunder) will be transferred to New Meredith as part of the Separation and that, after the time of the Distribution, LMG RemainCo will not have any rights to or under any of New Meredith’s insurance policies, provided that in the event any insurable loss or damage occurs to Meredith’s television station assets prior to Closing, and the payment has not been received prior to Closing, New Meredith agrees to pay over the insurance proceeds after receipt.

Litigation

The Separation and Distribution Agreement provides that all litigation actions pending as of the time of the Distribution will be assumed by New Meredith, except for certain litigation actions relating to the LMG businesses, which will be retained or assumed by LMG RemainCo.

Employee Matters Agreement

The Employee Matters Agreement generally allocates liabilities and responsibilities relating to employees, employee compensation and benefit plans and programs of Meredith as part of the separation of Meredith’s NMG businesses and corporate functions from its LMG businesses.

Transfer of Employment

Under the Employee Matters Agreement, as part of the Separation, current and former employees and independent contractors who primarily provide (or primarily provided prior to termination) services to the LMG businesses, plus certain other specified individuals, will be allocated to LMG RemainCo (“LMG service providers”), and current and former employees and independent contractors who are not LMG service providers will be allocated to New Meredith (“New Meredith service providers”). Under the Employee Matters Agreement, Meredith and New Meredith will each use reasonable best efforts to cause the employment of (or, with respect to independent contractors, engagement of) each NMG service provider to be transferred to New Meredith as part of the Separation. Under the Employee Matters Agreement, the Named Executive Officers (as defined herein) are allocated to New Meredith, and New Meredith is obligated to assume all employment agreements, individual supplemental benefit agreements and other individual agreements entered into between Meredith and the Named Executive Officers prior to the Distribution.

Assumption and Retention of Liabilities

Subject to certain exceptions, under the Employee Matters Agreement, New Meredith will assume or retain all employment-related and service-related liabilities with respect to New Meredith service providers and directors, including (i) all liabilities relating to Meredith’s and New Meredith’s health and welfare plans, compensation plans and retirement plans, and (ii) all liabilities with respect to the employment or termination of employment of all New Meredith service providers.

Subject to certain exceptions, under the Employee Matters Agreement, LMG RemainCo will assume or retain all liabilities relating to LMG service providers, including all employment-related and service-related liabilities, including (i) all liabilities relating to Meredith’s health and welfare plans, compensation plans and retirement plans, and (ii) all liabilities with respect to the employment or termination of employment of all LMG service providers.

Under the Employee Matters Agreement, New Meredith has agreed to assume certain liabilities the Gray Merger after the Distribution for certain LMG employees (e.g., employees on leave receiving disability benefits, or receiving severance benefits).

Sponsorship of Plans

Under the Employee Matters Agreement, subject to certain exceptions, New Meredith will assume sponsorship of certain Company benefit plans.

Labor Relations

Under the Employee Matters Agreement, New Meredith will assume responsibility for collective bargaining agreements relating to New Meredith service providers, and LMG RemainCo will assume or retain responsibility for collective bargaining agreements relating to LMG service providers. Certain retirement plan assets and liabilities relating to collective bargaining unit LMG service providers will be spun out to a retirement plan to be sponsored by LMG RemainCo.

Treatment of Equity Awards

The Employee Matters Agreement, in conjunction with the Gray Merger Agreement, provides for the treatment of Meredith’s outstanding equity awards in connection with the Spin-Off and the Gray Merger.

for New Meredith shares. The number of shares subject to the adjusted Meredith stock option and the New Meredith stock option will be equal to the number of shares subject to the related Meredith stock option prior to the Spin-Off, but the exercise prices will be adjusted to reflect the value of LMG RemainCo relative to New Meredith based on the trading price of Meredith Common Stock on the last trading day immediately prior to the Distribution Date relative to the “when-issued” trading price of New Meredith Common Stock on the last trading day immediately prior to the Distribution Date (or, if a “when-issued” trading price is not available, the cash amount (as adjusted) payable in respect of each share of New Meredith Common Stock under the Dotdash Merger Agreement). The sum of the exercise prices for the adjusted Meredith stock option and the New Meredith stock option will equal the current exercise price of the related Meredith stock option prior to adjustment and the Spin-Off. The New Meredith stock options will generally be subject to the same terms and conditions as set forth in the related Meredith stock option award before the Distribution, except that unvested New Meredith stock options held by LMG service providers will be canceled and converted into the right to receive a cash payment from New Meredith equal to the excess, if any, of the “when-issued” trading price of New Meredith Common Stock on the last trading day immediately prior to the Distribution Date less the adjusted exercise price for such option (or, if a “when-issued” trading price is not available, the cash amount (as adjusted) payable in respect of each share of New Meredith Common Stock under the Dotdash Merger Agreement).

RSUs and Share-Based Awards. Prior to completion of the Gray Merger, in connection with the Spin-Off, holders of outstanding RSUs and Share-Based Awards granted under Meredith’s equity plans will receive RSUs and Share-Based Awards in New Meredith with respect to an equal number of shares subject to the related Meredith award prior to the Spin-Off. The New Meredith RSUs and Share-Based Awards will generally be subject to the same terms and conditions as set forth in the related Meredith award before the Distribution, except that unvested New Meredith RSUs held by employees of LMG will be canceled and converted into the right to receive a cash payment from New Meredith equal to the “when-issued” trading price of New Meredith Common Stock on the last trading day immediately prior to the Distribution Date (or, if a “when-issued” trading price is not available, the cash amount (as adjusted) payable in respect of each share of New Meredith Common Stock under the Dotdash Merger Agreement).

Tax Matters Agreement

The Tax Matters Agreement governs the respective rights, responsibilities and obligations of Meredith, Gray and New Meredith with respect to taxes, tax attributes, tax returns, tax contests and certain other tax matters in connection with the Spin-Off. Pursuant to the Tax Matters Agreement, (1) New Meredith will be liable for all pre-closing taxes of Meredith and New Meredith and the post-closing taxes of New Meredith, and (2) Gray will be liable for all transfer taxes imposed with respect to the Gray Merger, all post-closing taxes of LMG RemainCo, and all taxes attributable to the station divestiture required to obtain regulatory approvals, subject to the specific terms and conditions of the Tax Matters Agreement. Additionally, the parties agreed that New Meredith will prepare and Gray will file certain post-closing tax returns relating to pre-closing tax periods.

Transition Services Agreement

Under the Transition Services Agreement, Gray, Meredith and New Meredith agreed that New Meredith will provide to LMG RemainCo on an interim, transitional basis, various support services necessary for LMG RemainCo to be able to conduct business separate from the corporate functions of Meredith, which will be held by New Meredith. The parties currently expect that such transition services may include support with technology application services, technology infrastructure services, network security services, benefits coverage matters, leave administration, finance operations, accounting matters, broadcast operations, and legal affairs.

The charges for these services are as set forth on the schedules to the Transition Services Agreement. LMG RemainCo also agreed to reimburse New Meredith for costs, fees and charges incurred in connection with performing the transition services. LMG RemainCo may, upon five days’ notice, decline or reduce the scope of any of the transition services prior to the completion of the Spin-Off, or on 15 days’ notice during the term of the Transition Services Agreement. In general, the services will begin on the date of the completion of the Spin-Off and will cover a period generally not expected to exceed fourth months following the Spin-Off.

The Dotdash Merger

On October 6, 2021, Meredith announced that Meredith and New Meredith have entered into an Agreement and Plan of Merger with About, Inc. (“Dotdash”) and, solely for the limited purposes set forth therein, IAC/InterActiveCorp (“IAC”) dated October 6, 2021 (the “Dotdash Merger Agreement”), pursuant to which Dotdash will acquire New Meredith and our NMG business segment, and New Meredith will become a wholly-owned subsidiary of Dotdash, which we refer to as the “Dotdash Merger”. Dotdash is a wholly-owned subsidiary of IAC, which agreed to guarantee the payment and performance obligations of Dotdash under the Dotdash Merger Agreement. The consummation of the Dotdash Merger pursuant to the Dotdash Merger Agreement is subject to the expiration or termination of the required waiting period under the HSR Act and other closing conditions set forth in the Dotdash Merger Agreement. We currently are expecting the Spin-Off and the Gray Merger to be consummated in the fourth quarter of calendar year 2021 (subject to the satisfaction or waiver of closing conditions (including regulatory and shareholder approvals)). Completion of the Dotdash Merger is not a condition to consummation of the Spin-Off or the Gray Merger, and, for so long as the Gray Merger Agreement is in effect, the Dotdash Merger will not, pursuant to the Consent Agreement, occur until after the closing of the Gray Merger. If the conditions to complete the Dotdash Merger have been satisfied or waived, New Meredith currently expects the Dotdash Merger to be consummated on the same day as, and following completion of, the Spin-Off and the Gray Merger.

If the Dotdash Merger is completed, New Meredith shareholders will be entitled to receive $42.18 per share in cash (subject to downward adjustment as provided in the Dotdash Merger Agreement), without interest and subject to all applicable tax withholding, for each share of New Meredith Common Stock and each share of New Meredith Class B Stock that the shareholder owns immediately prior to the closing of the Dotdash Merger, and will have no ongoing ownership interest in the continuing NMG business. This cash payment to New Meredith shareholders will be in addition to the $16.99 per share cash payment Meredith shareholders will receive if the Gray Merger is completed.

Meredith and New Meredith shareholders are not required to vote on the Dotdash Merger pursuant to the IBCA. The Dotdash Merger pursuant to the Dotdash Merger Agreement was unanimously approved by the boards of Meredith and New Meredith and by Meredith, in its capacity as the sole shareholder of New Meredith (the constituent corporation in the Dotdash Merger). As this is the only shareholder vote required for the Dotdash Merger, no additional approvals of Meredith or New Meredith shareholders are required for the consummation of the Dotdash Merger. The Dotdash Merger pursuant to the Dotdash Merger Agreement was approved by Meredith’s Board and New Meredith’s Board and by Meredith, as the sole shareholder of New Meredith. You will receive separate instructions for receiving your cash payment in connection with the Dotdash Merger.

U.S. Federal Income Tax Considerations Relating to the Distribution and the Dotdash Merger

The following summary is a general discussion of certain material U.S. federal income tax consequences to our shareholders who are U.S. persons (as defined below) (i) who receive capital stock of New Meredith in the Distribution assuming the Separation, Distribution, and the Spin-Off are consummated as contemplated herein and (ii) whose capital stock of New Meredith is exchanged for cash in the Dotdash Merger, assuming the Dotdash Merger is completed as set forth in the Dotdash Merger Agreement. This summary is based on the current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), applicable Treasury Regulations, judicial authority, and administrative rulings, each as in effect as of the date hereof. These laws and authorities are subject to differing interpretations or to change, possibly with retroactive effect. Any such change could alter the tax consequences to our shareholders as described herein. No ruling from the Internal Revenue Service (“IRS”) has been or will be

sought with respect to any aspect of the transactions described herein, and no opinion of counsel will be rendered in connection with the transactions described herein. Accordingly, the discussion below neither binds the IRS nor precludes it from adopting a contrary position. The tax treatment of the Distribution and Dotdash Merger to our shareholders will vary depending on their particular situations.

This summary is for the general information of our shareholders only and does not purport to be a complete analysis of all potential tax effects of the Distribution or Dotdash Merger. Accordingly, our shareholders should consult their own tax advisors with respect to the particular tax consequences to them of the Distribution and Dotdash Merger, including applicable federal state, local and non-U.S. tax consequences. For example, this summary does not consider the effect of (a) any U.S. federal non-income tax laws, (b) any applicable state, local, or non-U.S. tax laws, or (c) the Medicare contribution tax on net investment income or the alternative minimum tax. In addition, this discussion does not address the tax consequences of transactions effectuated prior to, concurrently with, or after the completion of the Distribution or Dotdash Merger (whether or not such transactions occur in connection with the Distribution or Dotdash Merger), including, without limitation, any transaction involving the acquisition or disposition of shares of Meredith Common Stock (including the Gray Merger). In addition, it does not address all aspects of U.S. federal income taxation that may affect particular New Meredith shareholders in light of their particular circumstances or to shareholders who are subject to special tax rules, including, without limitation, shareholders who, for U.S. federal income tax purposes:

• are not “U.S. persons” as defined below;

• are broker-dealers, traders in securities, financial institutions, mutual funds, regulated investment companies, real estate investment trusts, insurance companies, or tax-exempt entities;

• hold their shares as part of an integrated investment (including a hedge or as part of a hedging, “straddle,” pledge against currency risk, “constructive” sale or “conversion” transaction or other risk reduction transaction) consisting of shares of common stock or Class B Stock and one or more other positions;

• hold shares that constitutes “qualified small business stock” for purposes of Section 1202 of the Code or as “Section 1244 stock” for purposes of Section 1244 of the Code;

• do not hold their shares as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment);

• have a functional currency other than the U.S. dollar;

• hold their shares through individual retirement or other tax-deferred accounts;

• acquired their shares in a transaction subject to the gain rollover provisions of Section 1045 of the Code;

• acquired their shares pursuant to the settlement of RSUs or Share-Based Awards, the exercise of a compensatory option or in other compensatory transactions;

• acquired their shares pursuant to the exercise of warrants or conversion rights under convertible instruments; or

• are partnerships or other entities or arrangements treated as partnerships or disregarded entities for U.S. federal income tax purposes, S corporations or other pass-through entities (including hybrid entities), or investors therein.

For purposes of this discussion, a “U.S. person” is a beneficial owner of New Meredith Common Stock or New Meredith Class B Stock that is:

• an individual who is a citizen or resident of the United States or someone treated as a U.S. citizen or resident for U.S. federal income tax purposes;

• a corporation, including any entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;

• an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust, if its administration is subject to the primary supervision of a U.S. court and one or more U.S. persons have the authority to control all substantial decisions of the trust, or a trust in existence on August 20, 1996, that has made a valid election under applicable Treasury Regulations to be treated as a U.S. person.

IN VIEW OF THE FOREGOING AND BECAUSE THE FOLLOWING DISCUSSION IS INTENDED AS A GENERAL SUMMARY ONLY, EACH SHAREHOLDER SHOULD CONSULT SUCH SHAREHOLDER’S OWN TAX ADVISOR REGARDING THE TAX CONSEQUENCES, INCLUDING THE APPLICABLE FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES, AND ANY TAX REPORTING REQUIREMENTS OF THE DISTRIBUTION OR DOTDASH MERGER IN LIGHT OF SUCH SHAREHOLDER’S OWN TAX SITUATION.

Tax Consequences of the Distribution

The distribution by Meredith of the shares of capital stock of New Meredith will not be eligible for treatment as a tax-free distribution. Accordingly, an amount equal to the fair market value of the New Meredith capital stock received by a shareholder on the Distribution Date will be treated as a taxable dividend to the extent of such shareholder’s ratable share of any current or accumulated earnings and profits of Meredith, with the excess treated first as a non-taxable return of capital to the extent of such shareholder’s tax basis in its shares of Meredith’s common stock, and then as capital gain. For this purpose, Meredith shareholders who acquired different blocks of shares of Meredith Common Stock or class at different times for different prices must calculate gain or loss separately for each identifiable block of shares of Meredith Common Stock owned by such shareholder. Meredith’s earnings and profits generally will be increased by any gain recognized by Meredith as a result of the transfer of assets between Meredith and New Meredith in connection with the Spin-Off.

A shareholder’s tax basis in its shares of Meredith Common Stock held on the Distribution Date will be reduced (but not below zero) to the extent the fair market value of New Meredith’s shares received by such shareholder from Meredith exceeds such shareholder’s ratable share of Meredith’s current and accumulated earnings and profits. Meredith will not be able to advise the shareholders of the amount of its earnings and profits until after the Distribution and the Gray Merger. A shareholder’s tax basis in its shares of New Meredith capital stock received in the Distribution will be equal to their fair market value as of the Distribution Date.

In addition, Meredith or other applicable withholding agents may be required to withhold at the applicable rate on all or a portion of the Distribution payable to non-U.S. shareholders, and any such withholding would be satisfied by Meredith or the other applicable withholding agent withholding and selling a portion of the shares of New Meredith capital stock otherwise distributable to non-U.S. shareholders.

Tax Consequences of the Dotdash Merger

The following description of the tax consequences of the Dotdash Merger assumes that the Dotdash Merger is completed in accordance with the terms of the Dotdash Merger Agreement as set forth above in the section titled “The Dotdash Merger.” For U.S. federal income tax purposes, the Dotdash Merger will constitute a fully taxable transaction for a holder of New Meredith Common Stock and each such holder will therefore recognize gain or loss, if any, as a result of the disposition of New Meredith Common Stock in the Dotdash Merger.

In the Dotdash Merger, holders of New Meredith Stock will recognize gain or loss, if any, equal to the difference between the cash they receive in exchange for their shares of New Meredith Common Stock and their adjusted tax basis in such shares of New Meredith Common Stock surrendered in the Dotdash Merger. If the Dotdash Merger is completed on the same day as the Distribution (as described above in the section titled “The Dotdash Merger”), we expect each holder of New Meredith Common Stock to have a tax basis in their New Meredith Common Stock received in the Distribution that is equal to the cash received by such holder in the Dotdash Merger, in which case such a holder will not recognize gain or loss in connection with the Dotdash Merger. If the Dotdash Merger is not completed on the same day as the Distribution, any capital gain or loss by a holder of New Meredith Common Stock should be short-term capital gain or loss, unless the New Meredith Common Stock being disposed of was held by

such holder for more than one year at the time the Dotdash Merger is completed. Long-term capital gains recognized by certain non-corporate holders, including individuals, are currently subject to taxation at preferential rates. Short-term capital gains are taxed at rates applicable to ordinary income. The deductibility of capital losses is subject to limitations.

Market for Common Stock

There is currently no public market for our common stock. We intend to apply to list our common stock on NYSE under the symbol “MDP.” However, if the sale of the NMG closes on the same day as the Distribution, shareholders of New Meredith will receive cash in an amount equal to $42.18 per share (as adjusted) of New Meredith Common Stock and New Meredith Class B Stock received in the Distribution, and shares of New Meredith Common Stock will not separately trade following the completion of the Distribution.

Trading Between the Record Date and Distribution Date

There will continue to be a “regular-way” market in Meredith Common Stock up to and including through the Distribution Date. Shares of Meredith Common Stock that trade on the “regular-way” market will trade with an entitlement to shares of New Meredith Common Stock distributed pursuant to the Distribution. Therefore, if you sell shares of Meredith Common Stock in the “regular-way” market up to and including through the Distribution Date, you will be selling your right to receive shares of New Meredith Common Stock in the Distribution. Meredith Common Stock will be delisted from the NYSE before the opening of trading hours on the first trading day following the Distribution Date.

We anticipate that a “when-issued” market in shares of New Meredith Common Stock may develop on or shortly prior to the Record Date and continue up to and including through the Distribution Date. “When-issued” trading in the context of a spin-off refers to a sale or purchase made conditionally on or before the Distribution Date because the security of the spun-off entity has not yet been distributed. If trading begins on a “when-issued” basis, you may purchase or sell shares of New Meredith Common Stock until the time of the Distribution, but “when-issued” trades will not settle until after the Distribution Date. If the Distribution does not occur, the “when-issued” trades will be null and void. On the first trading day following the Distribution Date, “when-issued” trading with respect to shares of New Meredith Common Stock will end and “regular-way” trading will begin.

However, if the Dotdash Merger closes on the same day as the Distribution, then we do not expect that a “when-issued” trading market will develop, and shareholders of New Meredith will receive cash in an amount equal to $42.18 per share (as adjusted) of New Meredith Common Stock and New Meredith Class B Stock received in the Distribution, and shares of New Meredith Common Stock will not separately trade following the completion of the Distribution.

Reason for Furnishing this Information Statement

This information statement is being furnished solely to provide information to Meredith shareholders who are entitled to receive shares of New Meredith Stock in the Distribution. The information statement is not, and is not to be construed as an inducement or encouragement to buy, hold or sell any of our securities. We believe that the information in this information statement is accurate as of the date set forth on the cover. Changes may occur after that date and neither Meredith nor New Meredith will undertake any obligation to update such information except in the normal course of our respective public disclosure obligations.

DIVIDEND POLICY

Pursuant to the terms of the Dotdash Merger Agreement, following the Spin-Off, New Meredith is prohibited from issuing dividends until the termination of the Dotdash Merger Agreement. We expect that, following the Spin-Off, if the Dotdash Merger is not completed, New Meredith will commence payment of a regular cash dividend in the near term. Notwithstanding these current expectations regarding our dividend policy, the declaration, timing, amount and payment of future dividends to holders of New Meredith Common Stock and New Meredith Class B Stock following the Spin-Off will be at the discretion of New Meredith’s Board of Directors and will depend on many factors, including, but not limited to, our financial condition, earnings, opportunities to retain future earnings for use in the operation of our business and to fund future growth, capital requirements, debt service obligations, corporate strategy, regulatory constraints, industry practice, statutory and contractual restrictions applying to the payment of dividends and other factors deemed relevant by New Meredith’s Board of Directors.

Future dividends of New Meredith may differ from historical dividends of Meredith due to, among other matters, changes in the level of cash generated by New Meredith’s operations and changes in New Meredith’s capital needs. Meredith has historically had sufficient liquidity that enabled it to pay dividends from 1947 to 2020 when it paused dividend payments due to the COVID-19 pandemic and the resulting economic disruption; however, there can be no assurance that, as a stand-alone company, New Meredith will have sufficient liquidity to pay cash dividends.

CAPITALIZATION

The following table, which should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the combined financial statements and accompanying notes included elsewhere herein, sets forth our combined cash and cash equivalents and capitalization as of June 30, 2021, on a historical basis and on a pro forma basis to give effect to the Spin-Off and the Gray Merger (collectively, the “Transactions”) as if they occurred on June 30, 2021. For an explanation of the pro forma adjustments made to our historical combined financial statements for the Transactions to derive the pro forma capitalization presented below, please see “Unaudited Pro Forma Condensed Combined Financial Statements.”


	As of June 30, 2021
(In millions)	As Reported		Pro Forma
Cash and cash equivalents	$	240.0	$	43.7
Liabilities
Current portion of long-term debt	4.1		18.1
Long-term debt	2,741.9		683.4
Total long-term debt	2,746.0		701.5
Equity (Deficit)
Common stock, par value $1 per share	—		40.6
Class B stock, par value $1 per share, convertible to common stock	—		5.1
Additional paid-in capital	—		1,631.3
Net investment by Meredith Corporation	(169.2)		—
Accumulated other comprehensive loss	(66.4)		(66.4)
Total equity (deficit)	(235.6)		1,610.6
Total capitalization	$	2,510.4	$	2,312.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following pro forma condensed financial statements reflect adjustments to give effect to the Transactions to the extent they are relevant to Meredith Holdings Corporation’s (or New Meredith’s) historical financial information. As described elsewhere herein, in the Spin-Off, Meredith shareholders will receive interests in New Meredith, which will hold NMG and the corporate functions of Meredith, and it will be subsequently followed by the merger of Meredith, holding the assets of LMG, with a subsidiary of Gray (the Gray Merger). Since the historical financial statements of New Meredith have been prepared on a carve-out basis, they exclude the historical net assets and results of operations of LMG.

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

•Transaction Accounting Adjustments – Adjustments that reflect the application of required accounting for the Transactions and other related transactions as follows:

◦in the pro forma condensed balance sheet, as though they occurred as of June 30, 2021; and

◦in the pro forma condensed statements of earnings (loss), the effects of the above pro forma balance sheet adjustments assuming those adjustments were made as of January 1, 2020.

•Autonomous Entity Adjustments – Adjustments that are necessary to reflect the operations and financial position of New Meredith as an autonomous entity.

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

The pro forma condensed financial statements have been derived from the historical audited combined and historical unaudited combined condensed financial statements of New Meredith included elsewhere herein.

The pro forma condensed financial statements should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the historical financial statements and related notes thereto of New Meredith included elsewhere herein.

Meredith Holdings Corporation

Unaudited Pro Forma Condensed Combined Balance Sheet

As of June 30, 2021


Assets	(a) As Reported		(b) Transaction Accounting Adjustments			Pro Forma
(In millions)
Current assets
Cash and cash equivalents	$	240.0	$	(853.1)	(1)	$	43.7
			695.0		(2)
			(38.2)		(3)
Accounts receivable, net	365.2		—			365.2
Inventories	29.3		—			29.3
Current portion of subscription acquisition costs	225.6		—			225.6
Other current assets	30.8		—			30.8
Total current assets	890.9		(196.3)			694.6
Property, plant, and equipment	528.2		—			528.2
Less accumulated depreciation	(283.8)		—			(283.8)
Net property, plant, and equipment	244.4		—			244.4
Operating lease assets	326.7		—			326.7
Subscription acquisition costs	180.3		—			180.3
Other assets	262.2		(2.8)		(2)	265.9
			6.5		(2)
Intangible assets, net	838.3		—			838.3
Goodwill	1,606.3		—			1,606.3
Total assets	$	4,349.1	$	(192.6)		$	4,156.5

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements

Meredith Holdings Corporation

Unaudited Pro Forma Condensed Combined Balance Sheet (continued)

As of June 30, 2021


Liabilities and Equity (Deficit)	(a) As Reported		(b) Transaction Accounting Adjustments			Pro Forma
(In millions except per share data)
Current liabilities
Current portion of long-term debt	$	4.1	$	(4.1)	(1)	$	18.1
			18.1		(2)
Current portion of operating lease liabilities	28.5		—			28.5
Accounts payable	143.8		—			143.8
Accrued expenses and other liabilities	229.1		66.3		(4)	295.6
			0.2		(5)
Current portion of unearned revenues	392.0		—			392.0
Total current liabilities	797.5		80.5			878.0
Long-term debt	2,741.9		(2,741.9)		(1)	683.4
			683.4		(2)
Operating lease liabilities	380.7		—			380.7
Unearned revenues	218.8		—			218.8
Deferred income taxes	292.4		(66.3)		(4)	226.1
Other noncurrent liabilities	153.4		5.5		(5)	158.9
Total liabilities	4,584.7		(2,038.8)			2,545.9
Equity (Deficit)
Common stock, par value $1 per share	—		40.6		(6)	40.6
Class B stock, par value $1 per share, convertible to common stock	—		5.1		(6)	5.1
Additional paid-in capital	—		1,631.3		(6)	1,631.3
Net investment by Meredith Corporation	(169.2)		2,670.2		(3)	—
			(824.0)		(3)
			(1,677.0)		(6)
Accumulated other comprehensive loss	(66.4)		—			(66.4)
Total equity (deficit)	(235.6)		1,846.2			1,610.6
Total liabilities and equity (deficit)	$	4,349.1	$	(192.6)		$	4,156.5

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements

Meredith Holdings Corporation

Unaudited Pro Forma Condensed Combined Statement of Earnings

Six Months Ended June 30, 2021


(In millions except per share data)	(a) As Reported		(b) Transaction Accounting Adjustments			(c) Autonomous Entity Adjustments		Pro Forma
Revenues
Advertising related	$	478.6	$	—		$	—	$	478.6
Consumer related	499.8		—			—		499.8
Other	38.6		—			—		38.6
Total revenues	1,017.0		—			—		1,017.0
Operating expenses
Production, distribution, and editorial	335.8		—			—		335.8
Selling, general, and administrative	552.3		(1.8)		(7)	13.8		564.3
Acquisition, disposition, and restructuring related activities	(68.2)		—			—		(68.2)
Depreciation and amortization	50.5		—			0.1		50.6
Total operating expenses	870.4		(1.8)			13.9		882.5
Income from operations	146.6		1.8			(13.9)		134.5
Non-operating income, net	2.5		—			0.5		3.0
Interest expense, net	(91.9)		69.4		(2)	—		(22.5)
Earnings from continuing operations before income taxes	57.2		71.2			(13.4)		115.0
Income tax expense	(14.6)		(17.7)		(8)	3.3		(29.0)
Earnings from continuing operations	$	42.6	$	53.5		$	(10.1)	$	86.0
Earnings from continuing operations attributable to common shareholders	n/a		53.5 (3.8)		(9)	$	(10.1)	$	82.2
Basic earnings per share attributable to common shareholders
Continuing operations								$	1.78
Basic average common shares outstanding								46.3
Diluted earnings per share attributable to common shareholders
Continuing operations								$	1.76
Diluted average common shares outstanding								46.7

___________________

n/a - not shown as New Meredith’s historical results do not reflect a common equity structure.

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements

Meredith Holdings Corporation

Unaudited Pro Forma Condensed Combined Statement of Loss

Year Ended December 31, 2020


(In millions except per share data)	(a) As Reported		(b) Transaction Accounting Adjustments			(c) Autonomous Entity Adjustments		Pro Forma
Revenues
Advertising related	$	1,018.2	$	—		$	—	$	1,018.2
Consumer related	987.7		—			—		987.7
Other	65.4		—			—		65.4
Total revenues	2,071.3		—			—		2,071.3
Operating expenses
Production, distribution, and editorial	650.1		—			—		650.1
Selling, general, and administrative	1,057.8		(6.4)		(7)	25.9		1,081.4
			4.1		(10)
Acquisition, disposition, and restructuring related activities	24.4		—			0.1		24.5
Depreciation and amortization	168.9		—			0.8		169.7
Impairment of goodwill and other long-lived assets	342.9		—			—		342.9
Total operating expenses	2,244.1		(2.3)			26.8		2,268.6
Loss from operations	(172.8)		2.3			(26.8)		(197.3)
Non-operating income, net	6.2		—			(2.1)		4.1
Interest expense, net	(156.4)		(0.3)		(2)	—		(156.7)
Loss from continuing operations before income taxes	(323.0)		2.0			(28.9)		(349.9)
Income tax benefit	67.6		(0.5)		(8)	7.2		74.3
Loss from continuing operations	$	(255.4)	$	1.5		$	(21.7)	$	(275.6)
Loss from continuing operations	n/a		$	1.5		$	(21.7)	$	(276.7)
attributable to common shareholders			(1.1)		(9)
Basic loss per share attributable to common shareholders
Continuing operations								$	(6.02)
Basic average common shares outstanding								45.9
Diluted loss per share attributable to common shareholders
Continuing operations								$	(6.02)
Diluted average common shares outstanding								45.9

__________________

n/a - not shown as New Meredith’s historical results do not reflect a common equity structure.

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements

Notes to the Unaudited Pro Forma Condensed Combined Financial Statements

a.Amounts as originally reported in the historical audited combined and historical unaudited combined condensed financial statements of New Meredith included elsewhere herein.

b.Transaction related pro forma adjustments include the following:

1.New Meredith is required to make a cash payment of an amount that will result in the net debt (calculated as outstanding principal plus debt breakage fees minus Meredith cash on hand to be transferred in the Transactions to Gray) being equal to $1,975.0 million, as adjusted for Meredith equity awards retired or issued prior to closing and as may be further adjusted downward for unpaid expenses incurred by Meredith. The cash payment depicted in the pro forma condensed financial statements is calculated as set forth below:


(In millions)
Carrying value of long-term debt at June 30, 2021
Current portion of long-term debt	$	4.1
Long-term debt	2,741.9
Total long-term debt			$	2,746.0
Unamortized discount and debt issuance costs relating to debt repaid in connection with the Transactions			45.4
Debt breakage fees			63.0
Pro forma closing net debt amount			2,854.4
Adjusted target net debt
Target net debt	1,975.0
Adjustment for warrant redemption (1)	26.0
less: Adjusted target net debt			(2,001.0)
Debt repaid with New Meredith cash			853.4
Adjustment for LMG cash on hand at June 30, 2021			(0.3)
Net cash payment required (2)			$	853.1

___________________

(1)This adjustment results from a June 30, 2021 payment by Meredith of $67.0 million to redeem warrants to purchase up to 1,625,000 shares of Meredith Common Stock.

(2)The amount of the actual net cash payment required is dependent on factors including actual total long term debt at the date of the closing of the Transactions. Further, pursuant to the Consent Agreement, the target net debt amount will be reduced (and as a result, the net cash payment required will be increased) by $30.0 million; provided that if Meredith provides the financial statements comprising the RemainCo Required Financial Information in the Consent Agreement, then the target net debt amount will be reduced (and as a result, the net cash payment required will be increased) by only $25.0 million. In addition, pursuant to the Consent Agreement, if the closing of the Transactions occurs but does not occur on or before December 1, 2021, then, for each day thereafter until the closing, the target net debt amount will be reduced (and as a result, the net cash payment required will be increased) by $725,000, subject to certain limitations set forth in the Consent Agreement.

2.Represents the impact of new debt facilities entered into by New Meredith, as follows:


Facility	Pro forma outstanding as of June 20, 2021 (In millions)						Interest terms(1)	Pro forma interest expense(2) (In millions)
	Principal balance		Unamortized debt issuance costs		Carrying value			Six months ended June 30, 2021		Year ended December 31, 2020
$725 million term loan	$	725.0	$	(23.5)	$	701.5	L+5.25%(3)	$	21.8	$	44.2
$200 million revolving credit facility			(6.5)		(6.5)		L+5.25%	0.7		1.3
Total long-term debt	725.0		(30.0)		695.0			$	22.5	$	45.5
Reclass revolver debt issuance costs (4)	—		6.5		6.5
Current portion of long-term debt	(18.1)		—		(18.1)
Long-term debt	$	706.9	$	(23.5)	$	683.4

___________________

(1)L is an abbreviation for London Interbank Offered Rate (“LIBOR”)

(2)Includes amortization of deferred debt issuance costs

(3)LIBOR subject to a floor of 0.50%

(4)Debt issuance costs associated with the revolving credit facility will be capitalized as an asset and accordingly are excluded from the calculation of long-term debt.

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

Pro forma adjustments to interest expense are calculated as follows:


(In millions)	Six months ended June 30, 2021		Year ended December 31, 2020
Interest expense on historical debt facilities	$	(91.9)	$	(156.4)
Interest expense on new debt facilities	22.5		45.5
Debt breakage fees	—		63.0
Acceleration of amortization of debt issuance costs relating to debt repaid in connection with the Transactions	—		45.4
Acceleration of amortization of debt issuance costs relating to terminated revolving credit facility ($0 outstanding)	—		2.8
Net interest expense adjustment	$	(69.4)	$	0.3

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

3.The total adjustment to net investment by Meredith Corporation is calculated as follows:


(In millions)
Cash consideration distribution to shareholders based on merger consideration of $16.99 per share – See below		$	824.0
Adjusted target net debt satisfied by Gray		2,001.0
Net consideration		2,825.0
LMG cash on hand sent to Gray in Transactions		0.3
Settlement or reimbursement of historical LMG liabilities – See note (5)		(5.7)
Unamortized discount and debt issuance costs		(48.2)
Debt breakage fees		(63.0)
Other transaction-related expenses
Estimated transaction fees(1)	(32.0)
Settlement of share-based awards(2)	(6.2)
Total other transaction-related expenses		(38.2)
Adjustment to net investment by Meredith Corporation		$	2,670.2

___________________

(1)Transaction fees do not include advisor fees that are not contingent upon consummation of the Transactions

(2)Amounts paid out for share-based compensation related to unvested New Meredith awards held by LMG employees

As a result of the legal form of the Transactions, it is anticipated that the consideration received will not result in incremental corporate income tax expense. Accordingly, the total adjustment to net investment by Meredith Corporation has not been reduced by an income tax charge.

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


(In millions except per share data)
Total shares to receive merger consideration
Common stock, par value $1 per share	40.6
Class B stock, par value $1 per share, convertible to common stock	5.1
Restricted stock issued under historical share-based compensation plans	1.8
Stock options issued under historical share-based compensation plans (1)	0.8
Other equity instruments issued under historical share-based compensation plans	0.2
Total number of shares	48.5
Total cash distribution to shareholders at $16.99 per share	$	824.0

___________________

(1)Stock options count calculated using treasury stock method

4.Represents the establishment of a $66.3 million income tax payable related to unearned magazine subscription revenue for which income taxes will become payable as a result of the change in control that occurs upon the consummation of the Transactions. A corresponding deferred tax asset (recognized as a reduction of the net deferred tax liability) also is recognized due to the fact that related subscription revenue, and resulting income tax expense, are not recognized in the statements of earnings until magazine issues are subsequently delivered to subscribers.

5.Represents the assumption of certain historical obligations of LMG upon closing of the Transactions, principally relating to employment taxes.

6.Represents the elimination of the net investment by Meredith Corporation and establishment of New Meredith’s new equity structure upon consummation of the Merger and the Spin-Off, in which holders of Meredith equity will be issued equity in New Meredith in the same classes and in a 1:1 ratio.

Amounts split between contributed capital and additional paid-in capital can be reconciled as follows:


(In millions)
Net investment by Meredith Corporation as reported as of June 30, 2021		$	(169.2)
Transaction accounting adjustments
Adjustment to net investment for consideration received in Transactions – See note (3)	2,670.2
Cash distribution to shareholders – See note (3)	(824.0)
Total transaction accounting adjustments		1,846.2
Total net investment closed out to New Meredith equity		1,677.0
Amount allocated to New Meredith contributed capital
Common stock, par value $1 per share (40.6 million shares outstanding)	(40.6)
Class B stock, par value $1 per share, convertible to common stock (5.1 million shares outstanding)	(5.1)
Total amount allocated to contributed capital		(45.7)
Amount allocated to New Meredith additional paid-in capital		$	1,631.3

7.Represents pro forma reduction of ongoing share-based compensation expense for employees remaining with New Meredith after consummation of the Transactions. The pro forma reduction of expense results from the cancellation of the LMG portion of historical Meredith awards discussed in note (10), below.

8.Represents income tax effects of all required adjustments using the New Meredith’s statutory rate of 24.85% during the periods presented.

9.For the six months ended June 30, 2021 and for the year ended December 31, 2020, $3.8 million and $1.1 million, respectively, are deducted from earnings attributable to common shareholders related to amounts attributable to participating securities under Meredith’s historical dividend policy and equity structure.

10.Represents the one-time effect of acceleration of share-based compensation expense for employees remaining with New Meredith related to the LMG portion of historical Meredith awards being canceled and paid out.

c.Represents historical expenses of Meredith Corporation, including selling, general, and administrative corporate costs, that are proportionately excluded in the historical combined financial statements of New Meredith, which are prepared on a carve-out basis. Such expenses, in the absence of action to avoid them (i.e., management’s intent to implement cost-savings initiatives to reduce the corporate burden on the business) would be expected to be incurred by New Meredith as a standalone entity. Adjustments specifically include amounts proportionately excluded from the historical financial statements of New Meredith for lease expense on shared buildings, IT and administrative services, and other corporate costs.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion is a summary of the key factors management considers necessary in reviewing New Meredith’s historical-basis results of operations, operating segment results, and liquidity and capital resources. Statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) that are not historical may be considered forward-looking statements.

You should read the following MD&A in conjunction with the audited Combined Financial Statements and corresponding notes included elsewhere in this information statement. This MD&A contains forward-looking statements and the matters discussed in these forward-looking statements are subject to risk, uncertainties, and other factors that could cause actual results to differ materially from those made, projected, or implied in the forward-looking statements. Please see “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” for a discussion of the uncertainties, risks, and assumptions associated with these statements.

References in this MD&A to “New Meredith,” “we,” “us,” “our,” and “Meredith” refer to Meredith Holdings Corporation, currently a wholly-owned subsidiary of Meredith Corporation, that will hold directly or indirectly the assets and liabilities historically associated with Meredith Corporation’s NMG businesses and other corporate assets as of the Spin-Off date, and for which historical amounts herein include revenues and costs directly attributable to New Meredith and an allocation of expenses related to certain Meredith Corporation corporate functions.

We describe in this MD&A the business to be held by us after the separation as if it were our business for all historical periods described. However, we are an entity that will not have independently conducted operations before the separation. References in this MD&A to our historical assets, liabilities, products, business, or activities generally refer to the historical assets, liabilities, products, businesses, or activities of Meredith Corporation’s NMG businesses and other corporate assets as it was conducted as part of Meredith Corporation before the separation that will be held directly or indirectly by New Meredith immediately following the Spin-Off transaction described herein. Unless the context otherwise requires or we specifically indicate otherwise, the information included in this MD&A about New Meredith assumes the completion of all of the transactions referred to in this information statement in connection with the Spin-Off.

MD&A should be read in conjunction with the “Business” section of this information statement.

EXECUTIVE OVERVIEW

We create inspiring, informative, entertaining, and empowering content for approximately 190 million American consumers every month, including nearly 95 percent of women in the U.S.

We deliver information and inspiration on the themes that matter most to our audience: celebrity and entertainment news, house and home, food, style, health, fitness, and parenthood. These fundamental lifestyle categories are our cornerstone and are even more relevant in today’s market.

We engage our large and loyal audience across multiple media platforms and formats including digital (web, mobile, video, social, audio, OTT, and licensing) and magazines. Our content is delivered via a powerful and trusted portfolio of iconic brands, including People, Allrecipes, Better Homes & Gardens, and Southern Living.

We operate two business segments: digital and magazine.

Our digital segment has significant digital scale, engaging an average of 150 million consumers every month on our branded websites and apps and via every major social media platform, including nearly 75 percent of all American women. Many of our digital sites are leaders in their categories, including People.com and Allrecipes.com. We had more than 33 million active registered members across our digital sites at December 31, 2020.

Our magazine segment is the largest magazine publisher in the U.S., and the majority of our brands and content are focused on interests related to women and lifestyle. Our magazines reach 100 million consumers every month, including 53 percent of all American women. Many of our magazines are leaders in their categories, including People and Better Homes & Gardens. We had 36 million active subscriptions at December 31, 2020.

In media, and particularly across digital and magazines, audience reach is an important differentiator because it enables more effective targeting through data and analytics, and greater efficiency through economies of scale. Advertisers and marketers continue to consolidate their spending with media partners who have trusted brands and efficient reach in order to build and protect consumer perceptions of their own brands and to drive sales.

Both of our segments operate primarily in the U.S., and compete against similar types of media primarily on a national basis. In 2020, the digital segment accounted for 31 percent of our $2.1 billion in revenues while magazine segment revenues contributed 69 percent.

We accomplished a number of strategic initiatives during 2020, including increasing brand engagement with consumers and advertisers and improving our competitive position.

First, we added to our digital businesses and capabilities. For example:

•We built a new technology platform with robust data capabilities supporting our expanding digital activities. This new proprietary platform, which unifies legacy platforms onto the same technology stack, includes not only our content management system, but also our proprietary taxonomy, our first-party data, and our user identity graph. This prepares us well for a world where third party cookies are no longer supported.

•Our technology platform also allows us to bring together consumer profiles, real-time insights, and intent signals to predict trends that inform our editorial and product roadmap, provide more personalized experiences to our consumers, and give advertisers the ability to tailor the right messages and products to the users most likely to buy at any given time.

•We advanced our video and audio strategies. Video views grew more than 40 percent in 2020 across our owned and operated properties. Responding to consumer demand, we published nearly 20 percent more videos during the year. We also launched a series of new podcasts under the Allrecipes, Southern Living, and Parents brands as a way to tell stories in an increasingly popular way. We have more planned, including a new People podcast.

•We added to our subscription acquisition and performance marketing capabilities, which are important avenues for growth. Meredith first entered the performance marketing space with the acquisition of ShopNation seven years ago. Since then, revenue growth from performance marketing activities, including digital couponing, content, and affiliate commerce, has been exceptionally strong – up 37 percent in 2020.

Second, we launched a series of new brands, product expansions, and re-alignments intended to improve profitability, including:

•Launching several new brands. We launched Daily Paws, a new digital brand to inspire, entertain, and empower America’s growing audience of pet owners. We also launched Millie, a new multimedia personal finance brand, dedicated to helping women achieve their financial goals. Finally, we launched Reveal and Sweet July, new lifestyle magazines done in partnership with Property Brothers television show hosts Drew and Jonathan Scott, and best-selling author, restaurateur, and television host Ayesha Curry, respectively.

•Re-aligning several brands in our portfolio to improve efficiency. This included transitioning Traditional Home to a premium newsstand title published on a quarterly basis. This strategy has proven successful with other of our brands, including Rachael Ray Every Day, Coastal Living, and Cooking Light. These brands are now also offering subscriptions at a higher price point than under the previous advertising-driven model.

•Completing the last of our planned asset sales. The sale of FanSided and Xumo followed prior years’ strategic asset sales including Time, Fortune, and Sports Illustrated brands, as well as Meredith's interest in Viant.

Finally, we pursued a number of initiatives in 2020 to grow engagement and revenues from the approximately 190 million U.S. consumers who regularly interact with our brands. Consumers continue to look to our trusted brands for

important news and information, practical advice, home improvement ideas, recipes, inspiration, and moments of escape. For example:

•Consumer sessions served by our digital brands grew by 13 percent in 2020, driven by strong growth in brands focused on food, health, and home lifestyle categories that give us access to an extremely wide audience.

•Our licensing revenues grew 28 percent. This growth was driven primarily by Apple News + royalties and stronger sales of our branded products at retail – particularly our Better Homes & Gardens line at Walmart.

•Our magazine business, the largest in the United States, is focused primarily on women. This is one of our most powerful points of differentiation. People is the industry’s largest brand, reaching nearly 90 million unduplicated consumers. Allrecipes, which has seen strong consumer growth with an acceleration due to COVID-19, is now the industry’s No. 2 brand. Better Homes & Gardens is also in the top ten. On average, we sell one magazine via subscription and one via newsstand every second.

•We continued to see strong growth in various subscription channels that drive high lifetime subscriber value. These include our owned and operated digital properties, paid search, direct mail, and renewal campaigns. For example:

◦Demand via our digital and partner networks is strong. Since mid-March 2020 at the pandemic’s start in the U.S., we have seen consistent year-over-year growth with conversion rates higher than normal.

◦Traditional magazine subscription acquisition and renewal efforts for all of our major titles are up strongly as well. For example, two direct mail campaigns for People during 2020 performed at more than 50 percent above targets, and a campaign for Southern Living performed at twice our expectations. In addition, renewals are pacing well above historical trends.

◦Our newsstand business, Meredith Premium Publishing, produces 300 special interest issues annually at prices generally ranging from $10 to $15. Our strong consumer data capability and high-quality brands are competitive advantages, giving us the ability to adapt quickly to changing trends and produce content consumers want under brands that have strong consumer recognition. During 2020, we added almost 20 percent more magazine pockets at newsstand, bringing our total to 1.9 million.

DIGITAL

Advertising related revenues made up 66 percent of 2020 digital revenues. These revenues were generated from the sale of advertising space on our digital properties to clients interested in promoting their brands, products, and services to consumers as well as revenue we generate selling advertising space on third-party platforms. Changes in advertising related revenues tend to correlate with changes in the level of economic activity in the U.S. Indicators of economic activity include changes in the level of gross domestic product, consumer spending, housing starts, unemployment rates, auto sales, and interest rates.

Consumer related revenues accounted for 33 percent of 2020 digital revenues. Consumer related revenue includes all revenues either driven by or otherwise linked to consumer buying decisions and web-based magazine subscriptions sales; brand licensing; digital lead generation; and other e-commerce sales, product sales, and related activities. Consumer related revenues are generally affected by changes in the level of economic activity in the U.S., including changes in the level of gross domestic product, consumer spending, unemployment rates, and interest rates.

The remaining 1 percent of digital revenues came from a variety of activities that included the sale of customer relationship marketing products and services.

The digital segment’s major expense categories are employee compensation costs, depreciation and amortization, and commissions and ad revenue-related partner remittance expenses. Employee compensation, which includes benefits expense, represented 26 percent of the digital segment’s operating expenses in 2020. Impairment charges

accounted for 23 percent of the digital segment’s 2020 expenses. Depreciation and amortization made up 11 percent and commissions and ad revenue-related partner remittance expenses accounted for an additional 9 percent. Compensation expense is affected by salary and incentive levels, the number of employees, the costs of our various employee benefit plans, and other factors. The remaining 31 percent of 2020 digital segment expenses included content creation costs, technology costs associated with content and digital platforms, expenses related to our licensing business, and overhead costs for facilities and technology services.

MAGAZINE

Advertising related revenues made up 41 percent of 2020 magazine revenues. These revenues were generated from the sale of advertising space in our magazines to clients interested in promoting their brands, products, and services to consumers as well as revenue we generate selling advertising space on third-party platforms through MNI. Similar to the digital segment, changes in advertising related revenues tend to correlate with changes in the level of economic activity in the U.S. Indicators of economic activity include changes in the level of gross domestic product, consumer spending, housing starts, unemployment rates, auto sales, and interest rates. Circulation levels of our magazines, reader demographic data, and the advertising rates charged relative to other comparable available advertising opportunities also affect the level of advertising related revenues.

Consumer related revenues accounted for 55 percent of 2020 magazine revenues. Consumer related revenue includes all revenues either driven by or otherwise linked to consumer buying decisions and include circulation activities, magazine subscriptions sales for third-party publishers, product sales, and related activities. Circulation revenues result from the sale of magazines to consumers through subscriptions and by single copy sales on newsstands in print form, primarily at major retailers and grocery/drug stores, and in digital form on tablets and other media devices. In the short term, subscription revenues, which accounted for 73 percent of consumer related revenues, are less susceptible to economic changes because subscriptions are generally sold for terms of one to three years. The same economic factors that affect advertising related revenues also can influence consumers’ response to subscription offers and result in lower revenues and/or higher costs to maintain subscriber levels over time. Subscription revenues per copy and related costs can also vary significantly by subscription source. Some subscription sources generate lower revenues than other sources but have proportionately lower related costs. A key factor in our subscription success is our industry-leading database. It contains an abundance of attributes on 195 million individuals, including 95 percent of U.S. millennial women. The size and depth of our database is a key to our circulation model and allows more precise consumer targeting. Newsstand revenues are more volatile than subscription revenues and can vary significantly month-to-month depending on economic and other factors. The remaining consumer related revenues are generally affected by changes in the level of economic activity in the U.S., including changes in the level of gross domestic product, consumer spending, unemployment rates, and interest rates.

The remaining 4 percent of the magazine segment’s revenues came from a variety of activities that included the sale of customer relationship marketing products and services. In addition, for certain sold brands, Meredith has provided consumer marketing, subscription fulfillment, paper purchasing, printing, and other services under outsourcing agreements and records such revenue in other revenue.

The magazine segment’s major expense categories are subscription acquisition costs, employee compensation costs, and production and delivery of publications and promotional mailings. Subscription acquisition costs, which represent the cost of obtaining subscriptions from third-party agents, accounted for 25 percent of the magazine segment’s operating expenses in 2020. Employee compensation, which includes benefits expense, represented 16 percent of the magazine segment’s operating expenses in 2020. Compensation expense is affected by salary and incentive levels, the number of employees, the costs of our various employee benefit plans, and other factors.

Paper, postage, and production charges represented 24 percent of the segment’s operating expenses in 2020. The price of paper can vary significantly on the basis of worldwide demand and supply for paper in general and for specific types of paper we use. We outsource the printing of our publications. We have a multi-year contract for the printing of our magazines, a practice which reduces price fluctuations over the contract term. Postal rates are dependent on the operating efficiency of the USPS and legislative mandates imposed on the USPS. In January 2021, the USPS increased rates by approximately 1.8 percent for First-Class Mail and 1.5 percent for other categories. The most recent rate change was an increase of approximately 6.9 percent effective August 2021. The USPS has also

announced proposed temporary rate adjustments for the 2021 holiday season. We continue to work independently and with others to encourage and help the USPS find and implement efficiencies to contain rate increases.

Impairment charges accounted for 12 percent of the magazine segment’s 2020 expenses. The remaining 23 percent of 2020 magazine segment expenses included depreciation and amortization, costs for magazine newsstand distribution, advertising and promotional efforts, and overhead costs for facilities and technology services.

COVID-19 UPDATE

In 2020, COVID-19 negatively impacted our financial results, particularly advertising related revenues in our magazine segment. We are seeing continued strong consumer engagement with our brands in both the digital and magazine segments and across platforms. We are also seeing performance improvement from our brands that focus on home and lifestyle. As the effects of public health measures such as travel restrictions and previously mandated business closures continue to impact consumers and the overall economy, we have seen negative performance trends continue within our brands focused on travel and luxury. While the COVID-19 pandemic continues to depress levels of magazine advertising, we have seen improvement in digital advertising. As we continue to progress through the pandemic, quantifying the specific impact becomes more challenging. We estimate that the COVID-19 impact on total revenues in 2020 was a net decrease of revenues of approximately $125.0 million to $150.0 million.

In May 2020, Meredith Corporation temporarily reduced the pay for its Board of Directors, executives, and approximately 60 percent of its employees. These reductions were lifted, and full pay was reinstated for all parties in early September 2020.

At this time, we have not experienced a negative impact on our liquidity due to COVID-19, and we believe we have sufficient liquidity to satisfy our cash needs for the foreseeable future.

We continue to monitor the ongoing and evolving situation. There may be developments outside our control requiring us to adjust our operating plan. As such, 2021 continues to be a time of uncertainty. There remains the risk that COVID-19 could have material adverse impacts on our future revenue growth as well as our overall profitability. We will continue to evaluate the nature and extent of the impact of COVID-19 on our business, combined results of operations, financial condition, and liquidity. For additional discussion of the impacts and risks to our business from the COVID-19 pandemic, refer to the “Risk Factors” section of this information statement.

PENDING DOTDASH MERGER

On October 6, 2021, Meredith announced that Meredith and New Meredith have entered into an Agreement and Plan of Merger with About, Inc. (“Dotdash”) and, solely for the limited purposes set forth therein, IAC/InterActiveCorp (“IAC”) dated October 6, 2021 (the “Dotdash Merger Agreement”), pursuant to which Dotdash will acquire New Meredith and our NMG business segment, and New Meredith will become a wholly-owned subsidiary of Dotdash, which we refer to as the “Dotdash Merger”. Dotdash is a wholly-owned subsidiary of IAC, which agreed to guarantee the payment and performance obligations of Dotdash under the Dotdash Merger Agreement. The consummation of the Dotdash Merger pursuant to the Dotdash Merger Agreement is subject to the expiration or termination of the required waiting period under the HSR Act and other closing conditions set forth in the Dotdash Merger Agreement. We currently are expecting the Spin-Off and the Gray Merger to be consummated in the fourth quarter of calendar year 2021 (subject to the satisfaction or waiver of closing conditions (including regulatory and shareholder approvals)). Completion of the Dotdash Merger is not a condition to consummation of the Spin-Off or the Gray Merger, and, for so long as the Gray Merger Agreement is in effect, the Dotdash Merger will not, pursuant to the Consent Agreement, occur until after the closing of the Gray Merger. If the conditions to complete the Dotdash Merger have been satisfied or waived, New Meredith currently expects the Dotdash Merger to be consummated on the same day as, and following completion of, the Spin-Off and the Gray Merger.

Meredith and New Meredith shareholders are not required to vote on the Dotdash Merger pursuant to the IBCA. The Dotdash Merger pursuant to the Dotdash Merger Agreement was unanimously approved by the boards of Meredith and New Meredith and by Meredith, in its capacity as the sole shareholder of New Meredith (the constituent corporation in the Dotdash Merger). As this is the only shareholder vote required for the Dotdash Merger, no additional approvals of Meredith or New Meredith shareholders are required for the consummation of the Dotdash Merger. The Dotdash Merger pursuant to the Dotdash Merger Agreement was approved by Meredith’s Board and New Meredith’s Board by Meredith, as the sole shareholder of New Meredith. You will receive separate instructions for receiving your cash payment in connection with the Dotdash Merger.

2020 FINANCIAL OVERVIEW

•We recorded a non-cash impairment charge of $246.3 million to reduce the carrying value of goodwill. In addition, we recorded non-cash impairment charges of $21.2 million to reduce the value of several trademarks. The magnitude of the impairments was unfavorably impacted by the volatility of the financial markets and the uncertainty surrounding the long-term economic effects of the COVID-19 pandemic.

•We recognized a non-cash impairment charge of $75.4 million related to vacant leased space in New York City.

•We estimate that cancellations or delays in advertising campaigns, declines in newsstand sales, and the cancellation of events due to the economic impacts of the COVID-19 pandemic resulted in approximately a $125.0 million to $150.0 million adverse impact on revenues in 2020. Correspondingly, we estimate that operating expenses in 2020 declined approximately $75.0 million to $100.0 million due to the economic impacts of the COVID-19 pandemic.

•Digital revenues increased 11 percent primarily due to session growth. Due to non-cash impairment charges of $160.6 million, digital operations resulted in a loss of $47.3 million in 2020.

•Magazine revenues decreased 20 percent primarily due to declines in print advertising and subscription revenues as a result of portfolio changes and a reduction in advertising related and consumer related revenues due to the impact of the COVID-19 pandemic. Due primarily to non-cash impairment charges of $182.3 million, the magazine segment ended 2020 with an operating loss of $73.9 million.

•Unallocated corporate expenses decreased 33 percent primarily due to reductions in integration and exit costs and declines in occupancy-relate expenses and employee-related and performance-based compensation costs.

•Meredith Corporation raised $710 million of new secured debt, and used the proceeds, along with existing cash on hand, to redeem Meredith Corporation’s outstanding Series A preferred stock.

•We reported a net loss from continuing operations for 2020 of $255.4 million, inclusive of non-cash impairment charges of $342.9 million ($293.4 million after-tax) noted above. In comparison, we reported a net loss from continuing operations for 2019 of $37.0 million, inclusive of non-cash impairment charges of $47.0 million ($35.3 million after tax).

•In 2020, we generated $282.9 million in operating cash flows and invested $27.2 million in capital improvements.

FIRST SIX MONTHS 2021 FINANCIAL OVERVIEW

•The Company sold the Travel + Leisure trademark and other related assets, including the Travel + Leisure travel clubs (collectively the Travel + Leisure Brand), and recognized a gain on the sale of $97.6 million. Upon sale, the Company entered into a 30-year royalty-free licensing relationship to license back the Travel + Leisure brand and continues to publish the magazine and operate the Travel + Leisure media platforms.

•COVID-19 continues to negatively impact our results, particularly magazine advertising revenues. As we continue to progress through the pandemic, quantifying the specific impact becomes more challenging. The Company estimates that the COVID-19 impact on total revenues was a net decrease in revenues of approximately $30.0 million to $45.0 million in the first six months of 2021.

•Digital revenues increased 40 percent in the first six months of 2021 primarily due to strong growth in both advertising related and consumer related revenues. Digital operating profit of $78.8 million for the six months ended June 30, 2021, was driven primarily by revenues growing at a faster rate than operating costs and expenses.

•Magazine revenues decreased 8 percent in the first six months of 2021 primarily due to declines in print advertising and subscription revenues. Magazine operating profit for the first six months of 2021 was $128.6 million which included the $97.6 million gain on the sale of the Travel + Leisure Brand.

•Unallocated corporate expenses increased significantly in the first six months of 2021 primarily due to an increase in transaction related costs and performance-based compensation expenses.

•We reported a net earnings from continuing operations for 2021 of $42.6 million, which included the $97.6 million ($72.7 million after-tax) gain on the sale of the Travel + Leisure Brand.

RESULTS OF OPERATIONS


Years ended December 31,	2020		Change		2019		Change		2018
(In millions)
Total revenues	$	2,071.3	(12)	%	$	2,365.2	0	%	$	2,355.9
Operating expenses
Costs and expenses	(1,876.8)		(13)	%	(2,158.1)		(2)	%	(2,207.3)
Acquisition, disposition, and restructuring related activities	(24.4)		(50)	%	(49.1)		(76)	%	(202.2)
Impairment of goodwill and other long-lived assets	(342.9)		n/m		(47.0)		n/m		(2.9)
Total operating expenses	(2,244.1)		0	%	(2,254.2)		(7)	%	(2,412.4)
Income (loss) from operations	$	(172.8)	n/m		$	111.0	n/m		$	(56.5)
Net loss from continuing operations	$	(255.4)	n/m		$	(37.0)	(74)	%	$	(144.0)
Net loss	(250.8)		n/m		(84.2)		(61)	%	(217.1)

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Six months ended June 30,	2021		2020		Change
(In millions)
Total revenues	$	1,017.0	$	978.4	4	%
Operating expenses
Costs and expenses	(938.6)		(916.5)		2	%
Acquisition, disposition, and restructuring related activities	68.2		(13.1)		n/m
Impairment of goodwill and other long-lived assets	—		(342.9)		(100)	%
Total operating expenses	(870.4)		(1,272.5)		(32)	%
Income (loss) from operations	$	146.6	$	(294.1)	n/m
Earnings (loss) from continuing operations before income taxes	$	57.2	$	(362.9)	n/m
Net earnings (loss)	42.6		(298.0)		n/m

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OVERVIEW

The following is a brief description of a recent material acquisition and a discussion of the trends and uncertainties that affected our businesses. Following the Overview is an analysis of the results of operations for the digital and magazine segments and an analysis of our combined results of operations for the years ended December 31, 2020, 2019, and 2018 and for the six-month periods ended June 30, 2021 and 2020.

Acquisition

On January 31, 2018, Meredith completed its acquisition of all the outstanding shares of Time Inc. (“Time”). As a result, Time became a wholly-owned subsidiary of Meredith Corporation. Since February 1, 2018, the first day of operations for the combined company, the operating results of Time have been included in our combined operating results. While the majority of Time’s operations are split between our digital and magazine segments, certain expenses are reported in unallocated corporate. See Note 2 to the audited combined financial statements for further information.

As Meredith integrated Time, the ability to separately track Time-related revenues and expenses, especially unallocated corporate expenses, became less feasible. However, the comparability of expense groupings improved as systems were integrated.

Trends and Uncertainties

Advertising revenues accounted for 49 percent of total revenues in 2020. Advertising demand is our key uncertainty, and its fluctuation from period to period can have a material effect on operating results. Other significant uncertainties that can affect operating results include fluctuations in the cost of paper and postage rates. Our cash flows from operating activities, our primary source of liquidity, is adversely affected when the advertising market is weak or when costs rise. One of our priorities is to manage our businesses prudently during the COVID-19 pandemic as well as during expanding and contracting economic cycles to maximize shareholder return over time. To manage the uncertainties inherent in our businesses, we prepare monthly internal forecasts of anticipated results of operations and monitor the economic indicators mentioned in the Executive Overview. See “Risk Factors” in this information statement for further discussion.

ANNUAL DIGITAL OPERATING RESULTS

The following discussion reviews operating results for our digital segment, which includes digital and mobile media, digital relationship marketing, brand licensing, and other related operations. The digital segment contributed 31 percent of Meredith’s combined revenues in 2020.

Digital segment revenues increased 11 percent in 2020. Costs and expenses increased 7 percent, and impairment charges of $160.6 million were recorded in the digital segment. Due to the impairment charges, the digital operations reported an operating loss of $47.3 million in 2020.

Digital revenues increased 13 percent in 2019. Operating costs and expenses increased 20 percent. Operating profit decreased 5 percent due primarily to growth in operating expenses related to digital initiatives.

Digital operating results for the years ended December 31, 2020, 2019, and 2018, were as follows: