Meredith’s Acquisition Of Time Inc. Receives Antitrust Clearance

Meredith Corporation (NYSE: MDP; www.meredith.com) announced that early termination of the waiting period has been granted under the Hart-Scott-Rodino Antitrust Improvement Act of 1976 applicable to its acquisition of Time Inc. (NYSE: TIME; www.timeinc.com). As a result, Meredith plans to complete the transaction – first announced on November 26, 2017 – within the next 30 days, subject to satisfaction of the other terms and conditions of the tender offer.

Meredith also announced today that it intends to offer, subject to market and other customary conditions, up to $1.4 billion in aggregate principal of new senior unsecured 8-year notes (the “Notes”).  Meredith intends to use the net proceeds of the proposed offering to fund a portion of its proposed acquisition of Time Inc.; to repay existing Meredith and Time Inc. indebtedness and credit facilities; and pay other fees and expenses related to Meredith’s acquisition of Time Inc. and the related refinancing.

The Notes will be offered in the United States to qualified institutional buyers that are qualified purchasers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The Notes will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer or sale would be unlawful.

On January 4, 2018, Meredith launched the marketing of its proposed $2.15 billion secured credit facilities to fund the balance of its proposed acquisition of Time Inc. These credit facilities are contemplated to be comprised of a $1.8 billion 7-year Term Loan B facility and a $350 million 5-year revolving credit facility.
https://ir.meredith.com/news-releases/press-release-details/2018/Merediths-Acquisition-Of-Time-Inc-Receives-Antitrust-Clearance/default.aspx

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