UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 1, 2021 (November 2230, 2021)

LOGO

Hawkeye ~~MEREDITH~~Acquisition, ~~CORPORATION~~ Inc.

(Exact name of registrant as specified in its charter)

Iowa	001-05128	42-0410230
Delaware	001-05128	42-0410230
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction ofincorporation or organization)	(Commissionfile number)	(I.R.S. EmployerIdentification No.)


1716 Locust Street, Des Moines, Iowa		50309-3023
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (515) 284-3000

Former name or former address, if changed since last report: Meredith Corporation

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		~~Trading Symbol~~TradingSymbol		Name of each ~~exchange~~exchangeon on which registered
Common Stock, par value $1		MDP		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.02

Termination of Material Definitive Agreements.

On December 1, 2021 (the “Closing Date”), Hawkeye Acquisition, Inc. (f/k/a Meredith Corporation), a Delaware corporation (“Meredith” or the “Company”), repaid in full (except for existing contingent reimbursement obligations under certain existing letters of credit which were cash collateralized or otherwise backstopped) all indebtedness and other amounts outstanding and owing under that certain credit agreement, dated as of January 31, 2018 (and as thereafter amended, the “Credit Agreement”), by and among Meredith, as borrower, certain of its subsidiaries as guarantors, various lenders from time to time party thereto, and Royal Bank of Canada, as Administrative Agent and Collateral Agent and terminated the Credit Agreement. Meredith paid an aggregate of $1,479,586,908.40 to repay all amounts due with respect to termination of the Credit Agreement, inclusive of prepayment premiums. In connection with the termination of the Credit Agreement, all other related loan documents were terminated and all liens and encumbrances granted by Meredith and its subsidiaries in favor of the Collateral Agent were terminated and released.

On the Closing Date, Meredith also (i) redeemed all of its outstanding (a) 6.875% Senior Unsecured Notes due February 1, 2026 (the “2026 Senior Notes”) issued under that certain Indenture dated January 31, 2018, among Meredith, certain subsidiaries of Meredith party thereto as subsidiary guarantors and U.S. Bank National Association, as supplemented by the First Supplemental Indenture, dated January 31, 2018, among Meredith, certain subsidiaries of Meredith party thereto as subsidiary guarantors and U.S. Bank National Association (the “2026 Senior Notes Indenture”) and (b) 6.500% Senior Secured Notes due July 1, 2025 (the “2025 Senior Notes”) issued under that certain Indenture dated June 29, 2020, among Meredith, certain subsidiaries of Meredith party thereto as subsidiary guarantors and U.S. Bank National Association (the “2025 Senior Notes Indenture”) and (ii) terminated and discharged the 2026 Senior Notes Indenture and the 2025 Senior Notes Indenture. Meredith paid an aggregate redemption price of (i) $328,151,786.81 with respect to the outstanding 2025 Senior Notes and (ii) $1,081,551,052.21 with respect to the outstanding 2026 Senior Notes, in each case, inclusive of any Applicable Premium (as defined in the 2026 Senior Notes Indenture and the 2025 Senior Notes Indenture, respectively). In connection with the termination and discharge of the 2026 Senior Notes Indenture and the 2025 Senior Notes Indenture, all related note documents were terminated and, with respect to the 2025 Senior Notes Indenture, all liens and encumbrances granted by Meredith and its subsidiaries in favor of the Collateral Agent (as defined in the 2025 Senior Notes Indenture) were terminated and released.

Item 2.01

Completion of Acquisition or Disposition of Assets

As previously disclosed, on May 3, 2021, Meredith, Gray Television, Inc., a Georgia corporation (“Gray”), and Gray Hawkeye Stations, Inc., a Delaware corporation and wholly owned subsidiary of Gray (“Gray Merger Sub”), entered into an Agreement and Plan of Merger (the “Gray Merger Agreement”), as amended on June 2, 2021 and October 6, 2021, pursuant to which the parties thereto agreed to effect the acquisition of the Company by Gray through the merger of Gray Merger Sub with and into the Company (the “Gray Merger”), with the Company surviving the Gray Merger as a wholly owned subsidiary of Gray. The parties agreed to effect the Gray Merger immediately after and subject to the consummation of a distribution by the Company to its shareholders, on a one-to-one basis, of the issued and outstanding capital stock of Meredith Holdings Corporation, an Iowa corporation and newly formed wholly owned subsidiary of the Company (“Meredith Holdings”) (which holds the Company’s national media group, MNI and People TV businesses and corporate segments), with the Company’s local media group segment remaining with the Company, in accordance with the terms of the Separation and Distribution Agreement (the “Separation and Distribution Agreement”), by and among Meredith, Meredith Holdings and Gray, dated as of May 3, 2021, as amended May 18, 2021, June 3, 2021 and October 6, 2021 (collectively, the “Spin-Off”). A copy of the Gray Merger Agreement and Amendment No. 1 thereto are attached as Exhibits 2.1 and 2.2 hereto, respectively, and a copy of the Separation and Distribution Agreement and Amendment No. 2 thereto are attached as Exhibits 2.3 and 2.4 hereto, respectively, and a copy of the Amendment and Consent, by and among the Company, Meredith Holdings, Gray, Gray Merger Sub and Dotdash (as defined below), dated as of October 6, 2021, which amended the Gray Merger Agreement and the Separation and Distribution Agreement, is attached as Exhibit 2.5 hereto.

As previously disclosed, on October 6, 2021, the Company, Meredith Holdings, Dotdash Media Inc., a Delaware corporation (f/k/a About, Inc.) (“Dotdash”), and, solely for the limited purposes set forth therein, IAC/InterActiveCorp, a Delaware corporation (“IAC”), entered into an Agreement and Plan of Merger (the “Dotdash Merger Agreement”), as supplemented by a Joinder, dated October 8, 2021, by Mercury Sub Inc., an Iowa corporation (“Dotdash Merger Sub”), pursuant to which the parties thereto agreed to, subsequent to the consummation of the Spin-Off, effect the acquisition of Meredith Holdings by Dotdash through the merger of Dotdash Merger Sub with and into Meredith Holdings (the “Dotdash Merger”), with Meredith Holdings surviving the Dotdash Merger as a wholly owned subsidiary of Dotdash. A copy of the Dotdash Merger Agreement is attached as Exhibit 2.6 hereto.

The Spin-Off

In accordance with the terms of the Gray Merger Agreement, as amended, and the Separation and Distribution Agreement, as amended, on the Closing Date, the Spin-Off was consummated (such time of consummation, the “Spin-Off Effective Time”), pursuant to which the Company distributed the issued and outstanding shares of Meredith Holdings to the Company’s shareholders on a one-to-one basis.

The Gray Merger

In accordance with the terms of the Gray Merger Agreement, as amended, the Gray Merger was consummated shortly after the Spin-Off Effective Time (such time, the “Gray Merger Effective Time”), pursuant to which each share of Common Stock, par value $1.00 per share, of the Company (“Meredith Common Stock”) and Class B Common Stock, par value $1.00 per share, of the Company (“Meredith Class B Stock”, and together with the Common Stock, the “Meredith Stock”), other than shares (i) canceled in accordance with Section 2.6(a) of the Gray Merger Agreement and (ii) subject to the provisions of Section 2.8 of the Gray Merger Agreement regarding dissenting shares of Meredith Class B Stock, were automatically converted into the right to receive $16.99 in cash, without interest and subject to any required withholding of taxes (the “Gray Merger Consideration”).

At the Gray Merger Effective Time, (i) each in-the-money option (as adjusted) with respect to Meredith Common Stock outstanding and unexercised immediately prior to the Gray Merger Effective Time, whether or not then vested or exercisable, (ii) each restricted stock unit award with respect to Meredith Common Stock outstanding immediately prior to the Gray Merger Effective Time, and (iii) each share of the Company’s restricted stock and

each right of any other kind, contingent or accrued, to receive shares of Meredith Common Stock or benefits measured in whole or in part by the value of a number of shares of Meredith Common Stock granted by the Company (including stock equivalent units, phantom units, deferred stock units, stock equivalents and dividend equivalents) outstanding immediately prior to the Gray Merger Effective Time, was automatically and without any action on the part of the holder thereof cancelled, and only entitled the holder thereof to receive such holder’s portion of the Gray Merger Consideration, if any, as set forth in the Gray Merger Agreement, as amended.

The aggregate consideration paid by Gray in the Gray Merger to the Company’s shareholders was approximately $830 million.

The description of the Gray Merger set forth above does not purport to be complete and is qualified in its entirety by reference to the Gray Merger Agreement and Separation and Distribution Agreement, as well as certain amendments thereto, filed as Exhibits 2.1, 2.2, 2.3, 2.4 and 2.5 hereto, which are incorporated herein by reference.

The Dotdash Merger

In accordance with the terms of the Dotdash Merger Agreement, the Dotdash Merger was consummated shortly after the Gray Merger Effective Time (the “Dotdash Merger Effective Time”), pursuant to which each share of Common Stock, par value $1.00 per share, of Meredith Holdings (“Meredith Holdings Common Stock”) and Class B Common Stock, par value $1.00 per share, of Meredith Holdings (“Meredith Holdings Class B Stock”, and together with the Common Stock, the “Meredith Holdings Stock”), other than shares canceled in accordance with Section 2.5(a) of the Dotdash Merger Agreement, was automatically converted into the right to receive $42.18 in cash, without interest and subject to any required withholding of taxes (the “Dotdash Merger Consideration”).

At the Dotdash Merger Effective Time, (i) each in-the-money option (as adjusted) with respect to Meredith Holdings Common Stock outstanding and unexercised immediately prior to the Dotdash Merger Effective Time, whether or not then vested or exercisable, (ii) each restricted stock unit award with respect to Meredith Holdings Common Stock outstanding immediately prior to the Dotdash Merger Effective Time, and (iii) each share of Meredith Holdings’ restricted stock and each right of any other kind, contingent or accrued, to receive shares of Meredith Holdings Common Stock or benefits measured in whole or in part by the value of a number of shares of Meredith Holdings Common Stock granted by Meredith Holdings (including stock equivalent units, phantom units, deferred stock units, stock equivalents and dividend equivalents) outstanding immediately prior to the Dotdash Merger Effective Time, was automatically and without any action on the part of the holder thereof cancelled, and only entitle the holder thereof to receive such holder’s portion of the Dotdash Merger Consideration, if any, as set forth in the Dotdash Merger Agreement.

The description of the Dotdash Merger set forth above does not purport to be complete and is qualified in its entirety by reference to the Dotdash Merger Agreement, a copy of which is filed as Exhibit 2.6 hereto and incorporated herein by reference.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

The information set forth in Item 2.01 above is incorporated herein by reference.

In connection with the closing of the Gray Merger, on December 1, 2021 the Company (i) notified The New York Stock Exchange (“NYSE”) that the Gray Merger had been consummated and (ii) requested that NYSE (x) suspend trading of the shares of Meredith Common Stock prior to market open on December 2, 2021, (y) halt trading prior to market open on December 2, 2021 and withdraw the shares of Meredith Common Stock from listing on NYSE and (z) file with the Securities and Exchange Commission (“SEC”) a Form 25 Notification of Removal from Listing and/or Registration to delist Meredith Stock from NYSE and deregister Meredith Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file a Form 15 under the Exchange Act with the SEC requesting the deregistration of its Meredith Stock and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03

Material Modifications to Rights of Security Holders

The information set forth in Item 2.01 and Item 3.01 above and Item 5.01, Item 5.02 and Item 5.03 below is incorporated herein by reference.

At the Gray Merger Effective Time, as a result of the Gray Merger, each holder of shares of Meredith Stock issued and outstanding immediately prior to the Gray Merger Effective Time ceased to have any rights as shareholders of the Company (other than the right (except in the case of shares (i) canceled in accordance with Section 2.6(a) of the Gray Merger Agreement and (ii) subject to the provisions of Section 2.8 of the Gray Merger Agreement, regarding dissenting shares of Meredith Class B Stock) to receive the Gray Merger Consideration).

Item 5.01

Changes in Control of Company

The information set forth in Item 2.01 and Item 3.01 above and Item 5.02 below is incorporated herein by reference.

As a result of the consummation of the Gray Merger, a change in control of the Company occurred. Following the consummation of the Gray Merger, the Company became a wholly owned subsidiary of Gray.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in Item 2.01 above is incorporated herein by reference.

In connection with the consummation of the Gray Merger, as of the Gray Merger Effective Time, each of Donald A. Baer, Donald C. Berg, Gregory G. Coleman, D. Mell Meredith Frazier, Thomas H. Harty, Beth J. Kaplan, Paula A. Kerger, Christopher Roberts III, and Elizabeth E. Tallett resigned from the Company’s board of directors and each committee thereof. These resignations were not a result of any disagreement between the Company and the directors on any matter relating to the Company’s operations, policies or practices.

Also, as of the Gray Merger Effective Time and pursuant to the terms of the Gray Merger Agreement, as amended, (i) the directors of Gray Merger Sub immediately prior to the Gray Merger Effective Time, Hilton H. Howell, Jr., D. Patrick LaPlatney and Kevin P. Latek, became the directors of the Company, and (ii) the following individuals, who were officers of Gray Merger Sub immediately prior to the Gray Merger Effective Time, were appointed to the offices of the Company set forth opposite their names below:

Kevin P. Latek - President

James C. Ryan - Treasurer

Ellenann Yelverton - Secretary

Robin Collins - Vice President, Tax

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 2.01 above is incorporated herein by reference.

At the Gray Merger Effective Time, the Company’s articles of incorporation and bylaws were amended and restated in their entirety. Copies of the Company’s amended and restated articles of incorporation and the Company’s amended and restated bylaws are attached as Exhibits 3.1 and 3.2, respectively, hereto, each of which is incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

On November 30, 2021, the Company held a special meeting of shareholders (the “Special Meeting”) to (i) vote upon a proposal to adopt the Gray Merger Agreement, as amended (“Gray Merger Proposal”), (ii) to consider and vote, on an advisory basis, upon a proposal to approve the compensation that Company’s named executive officers may receive in connection with the Gray Merger contemplated by the Gray Merger Agreement, as amended (“Advisory Compensation Proposal”) and (iii) to vote to adjourn the Special Meeting if necessary to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting to adopt the Gray Merger Agreement, as amended (“Adjournment Proposal”). As there were sufficient affirmative shareholder votes at the time of the Special Meeting to approve the Gray Merger Proposal, the Adjournment Proposal was rendered moot.

The Gray Merger Proposal received the following votes:


Class of Securities	Votes For	Votes Against	Abstain
Common Stock	30,704,987.619	23,726.549	58,635.781
Class B Stock	49,476,360.000	33,840.000	8,760.000
Total	80,181,347.619	57,566.549	67,395.781

Based on the votes set forth above, the shareholders approved the Gray Merger Proposal.

The Advisory Compensation Proposal received the following votes:


Class of Securities	Votes For	Votes Against	Abstain
Common Stock	9,761,348.381	20,730,444.008	295,557.560
Class B Stock	49,459,810.000	50,390.000	8,760.000
Total	59,221,158.381	20,780,834.008	304,317.560

Based on the votes set forth above, the shareholders approved the Advisory Compensation Proposal.

Item 7.01

Regulation FD Disclosure.

On November 30, 2021, the Company issued a press release announcing that the Gray Merger Proposal was approved by its shareholders. A copy of the press release is attached hereto as Exhibit 99.1.

The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or subject to the liabilities of that section. The information shall not be deemed incorporated by reference into any other filing with the SEC made by the Company, regardless of any general incorporation language in such filing.

Item 8.01

Other Events.

AsOn ~~previously disclosed, on May~~December 31, 2021, ~~and~~in asconsideration amended on June 2, 2021 and October 6, 2021, Meredith Corporation, an Iowa corporation (“Meredith” or the “Company”), Gray Television, Inc., a Georgia corporation (“Gray”), and Gray Hawkeye Stations, Inc., a Delaware corporation and wholly owned subsidiary of ~~Gray (“Gray Merger Sub”), entered into an Agreement and Plan of Merger (~~the ~~“Gray~~closing ~~Merger Agreement”), pursuant to which the parties thereto agreed to effect the acquisition~~ of the ~~Company by~~ Gray ~~through the merger of Gray~~ Merger ~~Sub with~~ and ~~into the Company (the “Gray Merger”), with the Company surviving the Gray Merger~~ as acontemplated ~~wholly owned subsidiary of Gray (the “Surviving Corporation”), immediately after and subject to the consummation of a distribution~~ by the Company to its shareholders, on a pro rata basis, of the issued and outstanding capital stock of Meredith Holdings Corporation, an Iowa corporation and newly formed wholly owned subsidiary of the Company (“Meredith Holdings”) (which holds the Company’s ~~national~~definitive ~~media~~proxy ~~group,~~statement ~~MNI~~dated ~~and~~October 27, ~~People~~2021 TVwith ~~businesses~~respect ~~and~~to ~~corporate segments), with~~ the Company’s ~~local~~2021 ~~media~~Annual ~~group~~Meeting ~~segment~~of ~~remaining~~Shareholders ~~with the Company~~ (~~collectively,~~ the “~~Spin-Off~~Annual Meeting”)., Athe ~~copy~~board of ~~the~~directors ~~Gray~~of ~~Merger Agreement was attached as Exhibit 2.1 to~~ the Company’s ~~Current~~canceled ~~Reports on Form 8-K, filed with~~ the ~~Securities~~Annual ~~and Exchange Commission (“SEC”) on May 3~~Meeting, ~~2021,~~previously ~~June 3,~~scheduled ~~2021,~~for ~~and October~~December 729, 2021.

OnItem November 8, 2021, the Company filed with the SEC a proxy statement for the solicitation of proxies in connection with a special meeting of shareholders of the Company to approve, among other matters, the Gray Merger, to be held at 10:00 a9.~~m.,~~01 ~~Central~~Financial ~~Standard~~Statements ~~Time,~~and ~~on November 30, 2021 to vote for the adoption of the Gray Merger Agreement (the “Proxy Statement”).~~ Exhibits

~~Following the entry into the Gray Merger Agreement, the Company received nine letters between September and November 2021~~ (~~collectively, the “Shareholder Letters”~~d) ~~from purported shareholders of the Company claiming certain allegedly material omissions in the preliminary proxy statement, filed on August 17, 2021, and the Proxy Statement.~~ Exhibits

While the Company believes that the disclosures set forth in the Proxy Statement comply fully with applicable law, in order to moot the purported shareholders’ disclosure claims in the Shareholder Letters, to avoid nuisance, cost and distraction, and to preclude any efforts to delay the closing of the Gray Merger or the Spin-Off, the Company has determined to voluntarily supplement the Proxy Statement with the supplemental disclosures set forth below (the “Supplemental Disclosures”). Nothing in the Supplemental Disclosures shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company specifically denies all allegations in the Shareholder Letters that any additional disclosure was or is required. The Company believes the Shareholder Letters are without merit.


2.1		Agreement and Plan of Merger, dated as of May 3, 2021, by and among Gray Television, Inc., Gray Hawkeye Stations, Inc. and Meredith Corporation, incorporated by reference to the Current Report on Form 8-K filed by Meredith Corporation on May 3, 2021 (File No. 001-05128).

2.2		Amendment No. 1 to the Agreement and Plan of Merger, dated as of June 2, 2021, by and among Gray Television, Inc., Gray Hawkeye Stations, Inc. and Meredith Corporation, incorporated by reference to the Current Report on Form 8-K filed by Meredith Corporation on June 3, 2021 (File No. 001-05128).

2.3		Separation and Distribution Agreement, dated as of May 3, 2021, by and among Meredith Holdings Corporation, Meredith Corporation and Gray Television, Inc, incorporated by reference to the Current Report on Form 8-K filed by Meredith Corporation on May 3, 2021 (File No. 001-05128).

2.4		Amendment No. 2 to the Separation and Distribution Agreement, dated as of June 2, 2021, by and among Meredith Holdings Corporation, Meredith Corporation and Gray Television, Inc. (which supersedes the Amendment No. 1 to the Separation and Distribution Agreement), incorporated by reference to the Current Report on Form 8-K filed by Meredith Corporation on June 3, 2021 (File No. 001-05128).

2.5		Amendment and Consent, dated as of October 6, 2021, by and among Meredith Corporation, Meredith Holdings Corporation, Gray Television, Inc., Gray Hawkeye Stations, Inc. and About, Inc. (now known as Dotdash Media Inc.), incorporated by reference to the Current Report on Form 8-K filed by Meredith Corporation on October 6, 2021 (File No. 001-05128).

2.6		Agreement and Plan of Merger, dated as of October 6, 2021, among Meredith Corporation, Meredith Holdings Corporation, About, Inc. (now known as Dotdash Media Inc.) and, for certain limited purposes set forth therein, IAC/InterActiveCorp, incorporated by reference to the Current Report on Form 8-K filed by Meredith Corporation on October 6, 2021 (File No. 001-05128).

3.1		Amended and Restated Articles of Incorporation of Meredith Corporation.

3.2		Amended and Restated Bylaws of Meredith Corporation.

99.1		Press Release issued November 30, 2021 by Meredith Corporation Relating to Special Meeting Results.**

104		Cover Page Interactive Data File (formatted as Inline XBRL)

~~Supplemental~~** ~~Disclosures~~Furnished pursuant to ~~the~~Item ~~Proxy~~7.01 ~~Statement~~of Form 8-K.

The following supplemental information should be read in conjunction with the Proxy Statement, which should be read in its entirety. All page references are to pages in the Proxy Statement, and terms used below, unless otherwise defined, have the meanings set forth in the Proxy Statement. Underlined text shows text being added to a referenced disclosure in the Proxy Statement, and deleted text is stricken through.

The following disclosure replaces the 18th paragraph under the heading “Background of the Merger” on page 60 of the Proxy Statement.

Commencing November 16, 2020 and over the next several weeks, representatives of Moelis contacted 20 parties (including Gray) and several expressed interest in certain of the select stations and potentially all four. The contacted parties included all of the publicly-traded broadcasters (including Gray) as well as other broadcasters and broadcast investors considered most likely to have potential interest. The Company entered into confidentiality agreements with 17 parties (including Gray) who had expressed interest in a transaction with the Company. The majority of the confidentiality agreements contained customary standstill provisions (without prohibitions on the counterparties requesting a waiver) and fall-away provisions. For the confidentiality agreements that contained standstill provisions, the standstill restrictions automatically fell away upon the execution and announcement of the Merger Agreement with Gray. The counterparties were invited to review preliminary financial and due diligence information regarding the four select stations and submit preliminary indications of interest by December 17, 2020.

The following disclosure replaces the 4th paragraph under the heading “Summary of Financial Analysis” on page 79 of the Proxy Statement.

Adjusted LMG EBITDA: generally calculated as the relevant company’s earnings before interest, taxes, depreciation and amortization, as adjusted to include the impact of stock-based compensation expense and to exclude one-time charges and benefits and to reflect the full-year impact of material corporate transactions. Adjusted LMG EBITDA estimates for the Company assumed the spinoff of the Company’s NMG business segment had already occurred. Adjusted LMG EBITDA was calculated by the Company as follows:

($ in millions)(1)	CY2021E			CY2022E			CY2023E			CY2024E			CY2025E
Total Revenue(2)	$	728		$	899		$	788		$	978		$	858
Total Operating Expenses(2)	($	548	)	($	589	)	($	596	)	($	631	)	($	639	)
Depreciation and Amortization(2)	$	27		$	27		$	27		$	27		$	27
Adjusted LMG EBITDA	$	207		$	338		$	219		$	374		$	246

(1) Values presented in parentheses (“$ ”) are negative.

(2) Excludes Company’s MNI business and People TV.

The following disclosure replaces the 1st and 2nd paragraphs under the heading “Discounted Cash Flow Analysis” on page 80 of the Proxy Statement.

Moelis performed a discounted cash flow (“DCF”) analysis of the Company (pro forma for the NMG spinoff) using the Financial Forecasts and other information and data provided by the Company’s management to calculate an estimate of the present value of the estimated future unlevered after-tax free cash flows projected to be generated by the Company and an estimate of the present value of the Company’s estimated terminal value, taking into account the present value of the Company’s cash tax rate of 30% during the projection period, as instructed by the Company’s management. For purposes of the DCF analysis, Moelis calculated unlevered free cash flow as Adjusted LMG EBITDA, plus amortization of broadcast rights, then less (i) taxes, (ii) cash payments for Broadcast Rights, (iii) capital expenditures and (iv) changes in net working capital.

In performing the DCF analysis, Moelis utilized a range of discount rates of 6.00% to 8.00% based on an estimated range of the Company’s weighted average cost of capital (the “WACC”). The estimated WACC range reflected a cost of equity derived using the Capital Asset Pricing Model using (i) a risk-free rate based on 20-year U.S. government bonds, (ii) a selected range of unlevered betas and debt to total capitalization ratios informed by the selected publicly traded companies described below, (iii) an equity risk premium and (iv) a size premium. Moelis applied this range to the Company’s estimated two-year average of the CY2024 and CY2025 Adjusted Moelis applied this range to the Company’s estimated two-year average of the CY2024 and CY2025 Adjusted LMG EBITDA, as further adjusted to set depreciation and amortization equal to capital expenditures. The foregoing range of discount rates was used to calculate (i) the estimated present values as of December 31, 2021 of the Company’s estimated after-tax unlevered free cash flows for calendar years 2021 through 2025 using the mid-year convention and (ii) a range of estimated terminal values (based on the current and historical trading multiples for the publicly traded Pure-Play TV broadcasting companies described below) of 7.75x to 9.25. Moelis estimated that the terminal value represented approximately 75% of the Company’s total DCF net present value.

The following disclosure replaces the 4th paragraph under the heading “Selected Precedent Transactions Analysis” on page 82 of the Proxy Statement.

Based on the foregoing analysis and its professional judgment, Moelis selected a multiple range of 9.0x to 10.0x two-year average BCF. Moelis then applied such multiple range to the average of the Company’s actual BCF for calendar year 2020 ($358 million) and estimated BCF for calendar year 2021 ($239 million) provided by the Company’s management. This analysis indicated an implied per share reference range for the Company of $14.22 to $20.19 per share. Moelis compared the implied per share reference range to the Merger consideration of $14.51 per share. In selecting its range, Moelis referenced the median of the data set (9.5x two-year average Adjusted LMG EBITDA).

The following disclosure replaces the 3rd and 4th paragraphs under the heading “Selected Publicly Traded Companies Analysis” on page 82 of the Proxy Statement.

The results of this analysis are summarized in the following table:

	Market Cap ($ in millions)		Enterprise Value($ in millions)		EV / 2-YearAvg. EBITDA
Pure-Play Broadcasters
Nexstar Media Group, Inc.,	$	6,807	$	13,342		8.0x
TEGNA Inc.	$	4,482	$	8,001		9.0x
Gray Television, Inc.	$	1,970	$	6,496		8.2x
Mean		—		—		8.4x
Diversified Broadcasters
Sinclair Broadcast Group, Inc.	$	2,420	$	12,938		6.6x
E.W. Scripps Company	$	2,014	$	5,727		8.4x
Mean		—		—		7.5x

Based on the foregoing analysis and its professional judgment and experience, Moelis selected a multiple range of 7.0x to 8.5x average Adjusted LMG EBITDA for calendar year 2020 (actual) to calendar year 2021 (estimated). Moelis’ range was informed by the Pure-Play Broadcasters given comparable operating and growth profiles to the Company. In its Selected Publicly Traded Companies Analysis, Moelis noted that TEGNA Inc.’s trading level and comparability were impacted by its ongoing proxy fight and M&A speculation. Moelis then applied its multiple range to the Company’s average Adjusted LMG EBITDA for calendar year 2020 to calendar year 2021, provided by the Company’s management. This analysis indicated an implied per share reference range for the Company of $0.00 to $5.95 per share. Moelis compared the implied per share reference range to the Merger consideration of $14.51 per share.

The following disclosure replaces the 3rd paragraph under the heading “Miscellaneous” on page 83 of the Proxy Statement.

The Board retained Moelis based upon Moelis’s qualifications, experience, and expertise. Moelis’ affiliates, employees, officers and partners may at any time own securities (long or short) of the Company and Gray. Moelis may, in the future, provide investment banking or other services to the Company, Gray, or other parties involved in the Merger and may receive compensation for such services. In the two years prior to the date hereof, Moelis acted as financial advisor to the Company in connection with a divestiture and earned fees of approximately $2.5 million in connection with such assignment. In the two years prior to the date hereof, Moelis has not acted as financial advisor to Gray or any of its affiliates.

The following disclosure is hereby added under the 2nd paragraph under the heading “Certain Financial Forecasts Utilized by Meredith in Connection with the Merger” on page 84 of the Proxy Statement.

Financial measures provided to a financial advisor in connection with a business combination transaction are excluded from the definition of non-GAAP financial measures and therefore are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Accordingly, we have not provided a reconciliation of such financial measures.

The following disclosure replaces the 6th paragraph under the heading “Certain Financial Forecasts Utilized by Meredith in Connection with the Merger” on page 85 of the Proxy Statement.

The following is a summary of the Financial Forecasts(1):

($ in millions)	CY2021E			CY2022E			CY2023E			CY2024E			CY2025E
Total Revenue	$	728		$	899		$	788		$	978		$	858
Two Year Average Revenue	$	783		$	813		$	843		$	883		$	918
Adjusted LMG EBITDA(2)	$	207		$	338		$	219		$	374		$	246
Amortization of Broadcast Rights	$	4		$	4		$	4		$	4		$	4
Taxes	($	54	)	($	93	)	($	58	)	($	104	)	($	66	)
Cash Payments for Broadcast Rights	($	4	)	($	4	)	($	4	)	($	4	)	($	4	)
Capital Expenditures	($	14	)	($	18	)	($	18	)	($	18	)	($	18	)
Changes in Net Working Capital	$	22		($	9	)	($	8	)	($	11	)	($	9	)
Unlevered Free Cash Flow(3)	$	161		$	218		$	135		$	241		$	154
Two Year Average EBITDA	$	267		$	272		$	278		$	297		$	310

(1) Excludes Company’s MNI business and People TV. Values presented in parentheses (“$ ”) are negative.

(2) Adjusted LMG EBITDA is defined as Company’s earnings before interest, taxes, depreciation and amortization, as adjusted to include the impact of stock-based compensation expense and to exclude one-time charges and benefits and to reflect the full-year impact of material corporate transactions. Adjusted LMG EBITDA estimates for the Company assumed the Spin-Off had already occurred.

(3) For purposes of the DCF analysis, Moelis calculated unlevered free cash flow based on the Company’s estimates of Adjusted LMG EBITDA, plus amortization of broadcast rights, then less (i) taxes, (ii) cash payments for Broadcast Rights, (iii) capital expenditures and (iv) changes in net working capital.

No Offer or Solicitation

Communications herein do not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed transaction or otherwise, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Additional Information and Where to Find It

This communication is not a solicitation of a proxy from any shareholder of the Company. However, in connection with the transactions contemplated by the Gray Merger Agreement, on November 8, 2021, Meredith filed its definitive Proxy Statement with the SEC, which was mailed to Meredith shareholders beginning on November 8, 2021, and intends to file relevant materials with the SEC. In addition, Meredith Holdings has filed, and the SEC has filed, a registration statement on Form 10 (File No. 000-56367) and a related information statement (the “Registration Statement”) with respect to the proposed Spin-Off and distribution and its common stock. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT MEREDITH, MEREDITH HOLDINGS, GRAY, AND THE GRAY MERGER AND THE CONDITIONS THAT MUST BE SATISFIED TO COMPLETE THE TRANSACTIONS. The Proxy Statement and Registration Statement, and other relevant materials, and any other documents filed by Meredith, Meredith Holdings, and Gray with the SEC, may be obtained free of charge at the SEC’s web site at www.sec.gov. The documents filed by the Company may also be obtained for free from the Company’s Investor Relations web site (http://ir.meredith.com) or by directing a request to the Company’s Shareholder/Financial Analyst contact, Mike Lovell, Executive Director of Corporate Communications, at 515-284-3622.

Participants in the Solicitation

The Company and Gray and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the security holders of the Company in connection with the proposed Gray Merger. Information about Gray’s directors and executive officers is available in Gray’s definitive proxy statement, dated March 25, 2021, for its 2021 annual meeting of shareholders. Information about the Company’s directors and executive officers is available in the Company’s definitive proxy statement, dated October 27, 2021, for its 2021 annual meeting of shareholders. Other information regarding the participants and description of their direct and indirect interests, by security holdings or otherwise, is contained in the Proxy Statement and the Registration Statement regarding the proposed Gray Merger and distribution that Meredith and Meredith Holdings filed with the SEC on November 8, 2021.

Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, that are subject to risks and uncertainties. These statements are based on management’s current knowledge and estimates of factors affecting the Company and its operations. Statements in this Current Report on Form 8-K that are forward-looking include, but are not limited to, statements related to the proposed mergers, distribution and Spin-Off and the timing of the transactions. Forward-looking statements can be identified by words such as may, should, expects, provides, anticipates, assumes, can, will, meets, could, likely, intends, might, predicts, seeks, would, believes, estimates, plans, continues, guidance, or outlook, or variations of these words or similar expressions. Actual results may differ materially from those currently anticipated. Factors that could cause actual results to differ materially from those projected in the forward-looking statements include the following: the outcomes, results, effects, merits and other matters regarding the Shareholder Letters; receipt of and evaluation of additional unsolicited proposals; market conditions; the impact of the COVID-19 pandemic; the parties’ ability to consummate the proposed mergers and spin-off; the conditions to the completion of the transactions, including the receipt of approval of the Company’s shareholders with respect to the merger with Gray; the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transactions; potential inability to retain key employees; the ability to obtain financing on the expected terms; changes in interest rates; the consequences of acquisitions and/or dispositions; and the Company’s ability to comply with the terms of its debt financing; and market conditions. Additional information concerning these and other risk factors can be found in the filings of the Company and Gray with the SEC, which are available on the SEC’s website at www.sec.gov. Such risk factors may be amplified by the COVID-19 pandemic and its potential impact on the Company’s business and the global economy. The Company, Meredith Holdings and Gray assume no obligation to update or revise publicly the information in this communication, whether as a result of new information, future events or otherwise, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

For more discussion of important risk factors that may materially affect the Company, Meredith Holdings and Gray, please see the risk factors contained in Gray’s Annual Report on Form 10-K for its fiscal year ended December 31, 2020 and the Company’s Annual Report on Form 10-K for its fiscal year ended June 30, 2021, both of which are on file with the SEC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~MEREDITH~~Hawkeye ~~CORPORATION~~Acquisition, Inc. f/k/a Meredith Corporation By: /s/ ~~Jason~~James ~~Frierott~~C. Ryan Name: ~~Jason~~James ~~Frierott~~C. Ryan Title: ~~Chief Financial Officer~~Treasurer

Date: ~~November~~December 221, 2021

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