meredith corporation -...

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORTPursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 31, 2018

MEREDITH CORPORATION(Exact name of registrant as specified in its charter)

Iowa 1-5128 42-0410230(State or other jurisdiction

of incorporation 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

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 followingprovisions:

☐ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note.

As previously disclosed in the Current Report on Form 8-K filed on November 27, 2017 with the Securities and Exchange Commission (the “SEC”) by MeredithCorporation (“Meredith”), Meredith entered into an Agreement and Plan of Merger (the “Merger Agreement”) on November 26, 2017 with Time Inc., a Delawarecorporation (“Time”), and Gotham Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Meredith (“Purchaser”), providing for the mergerof Purchaser with and into Time, with Time continuing as the surviving corporation and a wholly owned subsidiary of Meredith (the “Merger”). Pursuant to theMerger Agreement, on December 12, 2017, Purchaser commenced a tender offer to acquire any and all issued and outstanding shares of common stock of Time(the “Shares”) for $18.50 in cash, without interest (the “Offer Consideration”), upon the terms and subject to the conditions set forth in the Offer to Purchase, datedDecember 12, 2017 (as amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with theOffer to Purchase, as each may be amended or supplemented from time to time, constitute the “Offer”), filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, tothe Tender Offer statement on Schedule TO (as amended or supplemented from time to time) filed by Meredith and Purchaser with the SEC on December 12, 2017.Meredith used net proceeds from an equity financing, senior notes offering and drawings under senior credit facilities, each discussed below, along with cash onhand, to pay the consideration in connection with the Merger and Offer, to refinance certain indebtedness of Meredith and Time and to pay fees and expenses inconnection with the foregoing.

Item 1.01 Entry into a Material Definitive Agreement.

Closing of Senior Notes Offering

On January 31, 2018, Meredith completed its previously-announced private placement of $1.4 billion aggregate principal amount of 6.875% Senior Notes due 2026(the “Notes”) to several investment banks acting as initial purchasers (collectively, the “Initial Purchasers”) who subsequently resold the Notes to qualifiedinstitutional buyers as defined in Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”) and outside the United States tonon-U.S. persons pursuant to Regulation S under the Securities Act.

Meredith used the net proceeds from the offering of the Notes together with drawings under the Senior Credit Facilities (as defined below), proceeds from theEquity Financing (as defined below) and cash on hand, to pay the consideration in connection with the Merger and Offer, to refinance certain indebtedness ofMeredith and Time and to pay fees and expenses in connection with the foregoing.

The Notes and the Indenture

The description of the Notes and the guarantees thereof by Meredith and certain of its subsidiaries is incorporated herein by reference to Meredith’s Current Reporton Form 8-K, filed on January 19, 2018.

The Notes were issued pursuant to an Indenture, dated as of January 31, 2018 (the “Indenture”), among the Meredith, certain subsidiaries of Meredith party theretoas subsidiary guarantors (the “Guarantors”) and U.S. Bank National Association, as trustee. The Indenture contains covenants that will limit the ability of Meredithand certain of its subsidiaries to, among other things:

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

• incur additional debt and issue certain preferred stock;

• incur liens on assets;

• engage in certain asset sales;

• merge, consolidate with or merge or sell all or substantially all of their assets;

• enter into transactions with affiliates;

• designate subsidiaries as unrestricted subsidiaries; and

• allow to exist certain restrictions on the ability of restricted subsidiaries to pay dividends or make other payments to Meredith.

Certain of the covenants will be suspended during any period in which the Notes receive investment grade ratings.

The Indenture also provides for certain events of default, which, if any of them occurs, would permit or require the principal, premium, if any, interest and anyother monetary obligations on all the then outstanding Notes to be declared immediately due and payable. The following constitute events of default under theIndenture:

• default for 30 days in the payment when due of interest on the Notes;

• default in the payment when due and payable, upon redemption, acceleration or otherwise, of principal of on the Notes;

• failure by Meredith or certain of its subsidiaries to comply with any of the other agreements in the Indenture (other than a failure to pay interest orprincipal) for 60 days after receipt of written notice of such failure;

• one or more defaults shall have occurred under any mortgage, indenture or instruments under which Meredith or certain of its subsidiaries haveborrowed, issued or guaranteed indebtedness for borrowed money and both (a) such default resulted from the failure to pay such debt when due andthe default has not been cured or the debt repaid in full within any applicable grace period and the default or defaults have resulted in the accelerationof the maturity of such debt and such acceleration has not been rescinded or such debt repaid in full within any applicable grace period and (b) theprincipal amount of such indebtedness exceeds $150.0 million;

• one or more final and nonappealable judgments or orders that exceed $150.0 million in the aggregate (net of amounts covered by insurance) for thepayment of money have been entered by a court or courts of competent jurisdiction against Meredith or certain of its subsidiaries and the judgment orjudgments are not paid, discharged or stayed for more than 60 days and, if such judgment is not covered by an indemnity or insurance, certainenforcement proceedings have then been commenced;

• any guarantee by certain of Meredith’s subsidiaries shall for any reason cease to be, or shall for any reason be held in any judicial proceeding not to be,or asserted in writing not to be by Meredith or certain of its subsidiaries, in full force and effect and enforceable in accordance with its terms; and

• certain events of bankruptcy or insolvency with respect to Meredith or certain of its subsidiaries.

On January 31, 2018, Meredith caused Time and certain of its subsidiaries to deliver a supplemental indenture to the Indenture (the “First SupplementalIndenture”), pursuant to which Time and such subsidiaries agreed to guarantee Meredith’s obligations under the Notes on the terms and conditions set forth in theIndenture and to be bound by any other terms applicable to subsidiary guarantors under the Indenture.

The foregoing description of the Indenture, the Notes and the First Supplemental Indenture is not intended to be complete and is qualified in its entirety byreference to the Indenture, the form of Note, and the First Supplemental Indenture, copies of which are filed herewith as Exhibits 4.1, 4.2 and 4.3, respectively, andincorporated herein by reference.

Senior Credit Facilities

On January 31, 2018, Meredith borrowed $1.8 billion aggregate principal amount of loans (the “Term Loans”) pursuant to a credit agreement, dated as ofJanuary 31, 2018, by and among Meredith, the Guarantors, the lenders party thereto from time to time and Royal Bank of Canada, as administrative agent andcollateral agent (the “Credit Agreement”).

The Credit Agreement provides for (i) the Term Loans, (ii) a $350 million revolving credit facility with a five-year maturity, of which $175 million is available forthe issuance of letters of credit from time to time and $35 million of swingline loans (the “Revolving Credit Facility” and, together with the Term Loans, the“Senior Credit Facilities”), which Revolving Credit Facility is undrawn as of closing with full availability other than for certain letters of credit, the aggregateamount of which are not material, (iii) one or more uncommitted incremental senior secured term loan facilities, and incremental senior secured revolving creditfacilities, subject to the satisfaction of certain conditions, in an aggregate principal amount not to exceed the sum of (x) $700 million plus (y) additional amounts solong as, on a pro forma basis at the time of incurrence, Meredith’s consolidated secured net leverage ratio does not exceed 2.00 to 1.00 and (iv) one or moreuncommitted refinancing loan facilities with respect to loans thereunder.

All obligations under the Senior Credit Facilities, any interest rate protection or other hedging arrangement entered into with a lender, agent, arranger or affiliatethereof and certain cash management arrangements entered into with a lender, agent, arranger or affiliate thereof will be unconditionally guaranteed by Meredith’smaterial direct and indirect wholly owned domestic subsidiaries, subject to certain exceptions. All obligations under the Senior Credit Facilities, any interest rateprotection or other hedging arrangements entered into with any lender, agent, arranger or affiliate thereof, certain cash management arrangements entered into witha lender, agent, arranger or affiliate thereof and the guarantees of those obligations, will be secured, subject to certain permitted liens and other agreed uponexceptions, on a senior basis by a perfected security interest in all of Meredith’s and each Guarantor’s existing or after-acquired personal property, including all ofthe capital stock directly held by Meredith or any Guarantor (limited, in the case of first-tier foreign subsidiaries of Meredith or any of its subsidiaries that areGuarantors, to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such subsidiaries).

The Term Loans will amortize at 1% per annum in equal quarterly installments until the final maturity date. All then outstanding principal and interest under theTerm Loans will be due and payable seven years from the closing date of the Senior Credit Facilities. All then outstanding principal and interest under theRevolving Credit Facility are due and payable, and all commitments under the Revolving Credit Facility will terminate five years from the closing date of theSenior Credit Facilities. Term Loans that are repaid or prepaid may not be reborrowed, and amounts prepaid under the Revolving Credit Facility may bereborrowed.

Meredith will be permitted to prepay amounts outstanding under the Senior Credit Facilities at any time without payment of a premium, except that with respect tothe Term Loans, a 1% premium will apply to a repayment of the Term Loans in connection with a repricing of such loans effected on or prior to the date that is sixmonths following the closing date of the Senior Credit Facilities. Meredith will be required to prepay certain amounts outstanding under the Term Loans with acertain percentage of excess cash flow, the net cash proceeds of certain asset sales, certain casualty events, and certain issuances of debt, in each case subject tocertain exceptions.

The Term Loans bear interest, at Meredith’s option, at a rate equal to either a eurocurrency rate, plus 3.00% (subject to a 0.00% eurocurrency floor), or the primelending rate, plus 2.00%. Loans under the Revolving Credit Facility bear interest, at Meredith’s option, at a rate equal to either a eurocurrency rate, plus 3.00%(subject to a 0.00% eurocurrency floor), or the prime lending rate, plus 2.00%, which margins are subject to decrease if Meredith’s total net leverage ratio is lessthan or equal to certain levels. Meredith will also be required to pay a quarterly commitment fee of 0.50% under the Revolving Credit Facility based on the averagedaily unused portion of the commitments during the applicable quarter, which fee is subject to decrease if Meredith’s total net leverage ratio is less than or equal toa certain level, as well as a fee which accrues at a rate per annum equal to the applicable margin under the Revolving Credit Facility on the daily maximum amountavailable to be drawn under outstanding letters of credit under the Revolving Credit Facility, payable in arrears at the end of each quarter. In addition, Meredith willbe required to pay a fronting fee in respect of letters of credit issued under the Revolving Credit Facility at a rate of 0.125% per annum of the daily maximumamount available to be drawn under issued letters of credit, payable in arrears at the end of each quarter. The Revolving Credit Facility will permit multicurrencyletters of credit, that may need to be cash collateralized if they exceed their limits as a result of currency fluctuations.

The Senior Credit Facilities contain certain customary affirmative and negative covenants, including, among other things, restrictions on indebtedness, investments,sales of assets, mergers and consolidations, prepayments of junior lien, unsecured and subordinated indebtedness, liens and dividends and other distributions, andcustomary events of default. With respect to the Revolving Credit Facility only, Meredith will be required to maintain a total net leverage ratio of 4.25 to 1.00 (the“Financial Covenant”), as tested at the end of each fiscal quarter in which the aggregate amount of all loans outstanding under the Revolving Credit Facility(including swingline loans), and letters of credit (other than letters of credit that have been cash collateralized or otherwise backstopped) exceeds 30% ofcommitments under the Revolving Credit Facility.

Events of default under the Credit Agreement include: (i) the failure by Meredith or any Guarantor (each a “Loan Party” and, collectively, the “Loan Parties”) totimely make payments due under the Credit Agreement; (ii) failure by any Loan Party that is a material subsidiary to comply with the covenants under the CreditAgreement and other related agreements; (iii) solely with respect to the Revolving Credit Facility (unless the Revolving Credit Facility has been accelerated orterminated, as the case may be), a breach of the Financial Covenant if then in effect; (iv) material misrepresentations or

misstatements in any representation or warranty by the Loan Parties when made; (v) certain defaults under a specified amount of other indebtedness of Meredith orits subsidiaries; (vi) insolvency or bankruptcy-related events with respect to any Loan Party that is a material subsidiary or any of their material subsidiaries;(vii) certain undischarged judgments against any Loan Party that is a material subsidiary or any of their material subsidiaries; (viii) the invalidity of the guaranty ofany Guarantor that is a material subsidiary; (ix) the occurrence of a change of control; (x) certain security interests or liens under the loan documents ceasing to be,or being asserted by Meredith or its restricted subsidiaries not to be, in full force and effect; and (xi) certain ERISA-related events reasonably expected to have amaterial adverse effect on Meredith and its restricted subsidiaries taken as a whole. If one or more events of default occurs and continues beyond any applicablecure period, the administrative agent may, with the consent of the lenders holding a majority of the loans and commitments under the facilities, or will, at therequest of such lenders, terminate the commitments of the lenders to make further loans and declare all of the obligations of the Loan Parties under the CreditAgreement to be immediately due and payable.

The foregoing description of the Senior Credit Facilities and the Credit Agreement is not intended to be complete and is qualified in its entirety by reference to theCredit Agreement, a copy of which is filed herewith as Exhibit 10.1, and incorporated herein by reference.

Warrant, Option and Registration Rights Agreement

The information provided in Item 3.02 is hereby incorporated by reference to this Item 1.01.

Deed of Guarantee

On January 31, 2018, in connection with the closing of the Time acquisition, Meredith entered into a Deed of Guarantee (“Deed of Guarantee”) in relation to theIPC Media Pension Scheme (the “IPC Plan”). The IPC Plan is a defined benefit pension plan that is sponsored by one of Time’s U.K. subsidiaries (“Time Inc.UK”). Under the assumptions used in the most recent triennial valuation (April 2015), which are more conservative than the assumptions used to determine apension plan’s funded status in accordance with U.S. GAAP, the IPC Plan was deemed to be underfunded at that time by approximately £156 million. Prior to theTime acquisition, Time guaranteed all obligations of the statutory employers under the IPC Plan. Under the Deed of Guarantee, Meredith was substituted for Timeas the parent guarantor. Under the current terms of the Deed of Guarantee, Meredith guarantees all obligations of the IPC Plan employers under the IPC Plan,including the payment obligations described below, as well as the obligation to fund the IPC Plan’s “buyout deficit” (i.e., the amount that would be needed topurchase annuities to discharge the benefits under the IPC Plan) under certain circumstances. Specifically, Meredith would be required to deposit the buyout deficitinto escrow if Meredith were to experience a drop in its credit ratings to CCC+ or below by Standard and Poor’s Rating Services (or any successor thereto) and toCaa1 or below by Moody’s Investor Services, Inc. (or any successor thereto) (the “Credit Rating Trigger”) or if its debt in excess of $50 million were not to be paidwhen due or were to come due prior to its stated maturity as a result of a default (a “Major Debt Acceleration”). As of the date hereof, Meredith’s long-termunsecured senior debt credit rating was B from Standard and Poor’s and B3 from Moody’s, and Meredith has not defaulted on any payments of its debt. Meredithwould be permitted to recoup the escrowed funds under certain circumstances. However, if Meredith or Time Inc. UK were to become insolvent, or if a Major DebtAcceleration were to occur (without being promptly cured), any escrowed funds would be immediately contributed into the IPC Plan and Meredith would beobligated to immediately contribute into the IPC Plan any shortfall in the buyout deficit amount. Had Meredith been required to fund the buyout deficit onDecember 31, 2017, the amount would have been approximately £277 million. The amount of the buyout deficit changes daily and is determined by many factors,including but not limited, to changes in the fair value of the IPC Plan assets and liabilities and interest rates.

Under the current terms of the IPC Plan, the following cash contributions are required: (1) contribution of £11 million annually until November 2021; (2)contributions at November 2021, 2022 and 2023 so as to eliminate the “self-sufficiency deficit,” if any, of the IPC Plan as of November 2023, determined assumingthat the discount rate on the IPC Plan’s liabilities would be equivalent to 0.5% in excess of the then-prevailing rate on bonds issued by the UK Government(“gilts”); and (3) contributions between November 2023 and November 2030 calculated so as to eliminate the “risk-free self-sufficiency deficit,” if any, of the IPCPlan as of November 2030, determined assuming that the discount rate on the IPC Plan’s liabilities would be equivalent to the then-prevailing gilts rate. The “self-sufficiency deficit,” which is calculated using more conservative assumptions than those used in the triennial valuation performed for purposes of determining anappropriate annual funding obligation for the IPC Plan, is an estimate of the amount of a hypothetical one-time contribution that would provide a high level ofassurance that the IPC Plan could fund all future benefit obligations as they come due with no further contributions using a discount rate that is 50 basis pointshigher than the expected return on gilts. The “risk-free self-sufficiency basis” uses a discount rate that is the same as the expected return on gilts.

Prior to Meredith’s acquisition of Time, Time had announced plans to sell the entire share capital of Time Inc. UK to an unrelated third party (the “Time UKSale”). In connection with any Time UK Sale, it is expected that Time Inc. UK will cease to be a participating employer under the IPC Plan and a differentsubsidiary of Meredith will become the sponsoring, and only, employer under the IPC Plan. Following the Time UK Sale, it is expected that Meredith will continueto guarantee all of the new sponsoring employer’s obligations under the IPC Plan. The trustee under the IPC Plan has previously agreed to certain changes to theterms of the Deed of Guarantee in connection with the completion of the Time UK Sale by March 31, 2018, including the removal of the Credit Rating Trigger, inexchange for certain cash contributions into the IPC Plan and other commitments. As of the date hereof, no definitive agreement has been reached for the Time UKSale and there can be no assurance when Meredith will enter into a definitive agreement or at all. Unless and until the Time UK Sale is completed by March 31,2018 or the trustee otherwise agrees, the current terms of the Deed of Guarantee, including the Credit Rating Trigger, continue in effect.

The foregoing description of the Deed of Guarantee does not purport to be complete and is qualified in its entirety by reference to the full text of the Deed ofGuarantee, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

In connection with the completion of the Offer and consummation of the Merger described in the above Introductory Note, on January 31, 2018, Meredithterminated its (i) revolving credit facility under its Amended and Restated Credit Agreement, dated as of November 30, 2016, among Meredith and a group ofbanks including Wells Fargo Bank, National Association, (ii) asset-backed credit facility under its First Amended and Restated Receivables Purchase Agreement,dated as of April 15, 2011, among Meredith Funding Corporation (a wholly-owned subsidiary of Meredith), Meredith, Falcon Asset Securitization Company LLC,the financial institutions from time to time party thereto and JPMorgan Chase Bank, N.A., as amended from time to time, (iii) floating-rate unsecured senior notesunder each of its Note Purchase Agreement, dated as of February 19, 2014, among Meredith and the purchasers named therein and its Note Purchase Agreement,dated as of October 31, 2014, among Meredith and the purchasers

named therein and (iv) fixed-rate senior notes under its Note Purchase Agreement, dated as of February 29, 2012, among Meredith and the purchasers namedtherein (collectively, the “Meredith Refinanced Debt”). All amounts outstanding under the Meredith Refinanced Debt were repaid in conjunction with thetermination, together with certain accrued interest, premiums fees and expenses payable in connection therewith.

In conjunction with these prepayments of debt, on January 29, 2018 the Company also settled the associated interest rate swaps with a notional amount of$300.0 million, and discontinued cash flow hedge accounting treatment for such swaps.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure under the Introductory Note is incorporated herein by reference. The Offer and all withdrawal rights thereunder expired at one minute after 11:59p.m. (Eastern Time) on January 30, 2018. The Offer was not extended. Computershare Trust Company, N.A., the depositary for the Offer, has advised that, as ofthe expiration of the Offer, a total of 66,251,255 Shares (not including 1,995,909 Shares tendered by notice of guaranteed delivery for which Shares have not yetbeen delivered) have been validly tendered and not properly withdrawn pursuant to the Offer, representing approximately 65.87% of the outstanding Shares. Thenumber of Shares validly tendered and not validly withdrawn pursuant to the Offer (excluding Shares tendered by notice of guaranteed delivery) satisfied theMinimum Condition (as defined in the Merger Agreement). All conditions to the Offer having been satisfied, Purchaser has accepted for payment all Shares thatwere validly tendered and not validly withdrawn prior to the expiration of the Offer.

Following consummation of the Offer, the remaining conditions set forth in the Merger Agreement to the Merger were satisfied. On January 31, 2018, Meredithcompleted its acquisition of Time by consummating the Merger, without a meeting of stockholders of Time, in accordance with Section 251(h) of the GeneralCorporation Law of the State of Delaware (“DGCL”).

At the effective time of the Merger (the “Effective Time”), and pursuant to the terms and conditions of the Merger Agreement, each Share issued and outstandingimmediately prior to the Effective Time (other than (i) Shares that were owned, directly or indirectly, by Meredith, Time (including Shares held as treasury stock orotherwise) or Purchaser, (ii) Shares held by a holder who had not tendered in the Offer and has properly exercised appraisal rights in respect of such Shares inaccordance with Section 262 of the DGCL, and (iii) Shares purchased in the Offer) was canceled and automatically converted into the right to receive the OfferConsideration.

The foregoing description of the Offer, the Merger and the Merger Agreement and the transactions contemplated thereby is not complete and is qualified in itsentirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Meredith with the SEC on November 27,2017 and which is incorporated herein by reference.

Item 2.02 Results of Operations and Financial Condition.

On January 31, 2018, Meredith issued a press release reporting, among other things, the consummation of the Merger and earnings for the second fiscal quarter andsix months ended December 31, 2017. A copy of this press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.


Item 3.02 Unregistered Sales of Equity Securities.

On January 31, 2018 (the “Issue Date”), Meredith completed its previously-announced private placement of preferred stock to KED MDP Investments, LLC(“Koch”), an affiliate of Koch Industries, Inc., comprised of (i) 650,000 shares of a new series of non-voting preferred stock designated “Series A Preferred Stock,”(ii) detachable warrants to purchase 1,625,000 shares of common stock with an exercise price of $1.00 per share, and (iii) options to purchase 875,000 shares ofcommon stock with an exercise price of $70.50 per share, for an amount equal to $650.0 million in cash (the “Equity Financing”). The Series A Preferred Stock,Warrant and Option (each as defined below) were offered and sold to an “accredited investor” (as defined in Rule 501(a) of Regulation D) pursuant to anexemption from the registration requirements under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.

Meredith used the net proceeds from the Equity Financing, together with proceeds from the offering of the Notes, drawings under the Senior Credit Facilities andcash on hand, to pay the consideration in connection with the Merger and Offer, to refinance certain indebtedness of Meredith and Time and to pay fees andexpenses in connection with the foregoing.

Series A Preferred Stock

On January 30, 2018, Meredith filed with the Secretary of State of the State of Iowa Articles of Amendment to the Restated Articles of Incorporation of MeredithCorporation containing a Statement of Designation of Series A Preferred Stock (the “Statement of Designation”), setting forth the rights, powers, and preferencesof a new class of Series A Preferred Stock, par value $1.00 per share (the “Series A Preferred Stock”) and a stated value of $1,000 per share (the “Stated Value”).

The Series A Preferred Stock ranks senior to any other class or series of equity, including Meredith’s common stock and Class B common stock, with respect todividend rights and rights upon liquidation. Meredith is permitted to continue to pay dividends on the Meredith common stock and Class B common stock asprovided in the Statement of Designation.

As provided in the Statement of Designation, certain actions by Meredith or any material subsidiary will require the affirmative approval of Koch (as the majorityholder of the Series A Preferred Stock).

The holders of Series A Preferred Stock shall not vote with the holders of Meredith’s common stock or class B common stock generally (including the election ofdirectors).

The Series A Preferred Stock will accrue an annual dividend either (a) to the extent paid in cash, in an amount equal to the Cash Dividend Annual Rate (as set forthin the table below), multiplied by the Stated Value or (b) if dividends are not declared and paid in cash, by issuing additional shares of Series A Preferred Stock, inkind, with the number of shares equal to (i) the Accrued Dividend Annual Rate (as set forth in the table below), multiplied by the Stated Value for all outstandingshares of Series A Preferred Stock, divided by (ii) $1,000.

Year Cash DividendAnnual Rate

Accrued Dividend Annual Rate

Years 1 through 3 8.5% 9.0%Year 4 LIBOR plus 850 bps LIBOR plus 900 bps Year 5 LIBOR plus 950 bps LIBOR plus 1000 bps

Year 6 through redemption LIBOR plus 1050 bps LIBOR plus 1100 bps

The dividend rates are subject to adjustment as provided in the Statement of Designation upon the occurrence of certain events of default and other events.

The Series A Preferred Stock is non-callable during the first three years after issuance provided that Meredith may, at its option redeem all or a portion of the SeriesA Preferred Stock in cash during such three-year period, if Meredith declares as a dividend and pays a redemption premium in cash as provided in the Statement ofDesignation.

From and after the third anniversary of the Issue Date, Meredith may redeem all or a portion of the Series A Preferred Stock upon payment in cash of accrued andunpaid dividends and a call premium as provided in the Statement of Designation.

Immediately upon or prior to any (i) liquidation, dissolution or winding up of Meredith or any of its material subsidiaries, (ii) occurrence of an insolvency eventwith respect to Meredith or any of its material subsidiaries, (iii) any material indebtedness acceleration under the Senior Credit Facilities or the Notes or (iv) changeof control, Meredith is required to redeem all of the then outstanding shares of Series A Preferred Stock in cash for an amount equal to the Stated Value plus a callpremium (or redemption premium if the redemption occurs within the first three years after issuance). In addition, prior to redemption, Meredith is required todeclare and pay all accrued and unpaid dividends in cash.

If the Series A Preferred Stock is not redeemed before the seventh anniversary of the Issue Date, the holders of the Series A Preferred Stock may elect, at any timefollowing the seventh anniversary of the Issue Date, to convert some or all of the Series A Preferred Stock into Meredith common stock based on the 30-daytrailing volume weighted average price of Meredith common stock. Conversion of the Series A Preferred Stock is subject to receipt of any stockholder approvalthat may be required under NYSE rules and, if required at the time of conversion, the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”).

The Series A Preferred Stock is freely transferable subject to compliance with securities laws and certain other conditions and restrictions. Koch may not directly orindirectly transfer any shares of Series A Preferred Stock to the extent that, as a result of such transfer, Koch (together with its affiliated entities) would own lessthan a majority of the outstanding Series A Preferred Stock.

The foregoing descriptions of the Series A Preferred Stock do not purport to be complete and are qualified in their entirety by reference to the full text of theStatement of Designation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Warrant

The warrant to purchase 1,625,000 shares of common stock (the “Warrant”) is exercisable at any time after the Issue Date until the tenth anniversary of the IssueDate. The exercise price is $1.00 per share, subject to customary adjustment. Exercise of the Warrant is subject to the expiration or termination of any applicablewaiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”). In lieu of issuing common stock upon exercise, Meredith mayelect to redeem all (but not less than all) of the exercised Warrant by paying to the holder an amount per share of common stock otherwise issuable equal to thegreater of the 30-day trailing volume weighted average price of Meredith common stock and the closing price of Meredith common stock on the date Meredithdelivers a redemption notice. The holder of the Warrant is entitled to participate in any dividend or distribution on Meredith’s common stock as if the holder hadexercised the Warrant in full. Otherwise a holder of the Warrant has no rights as a stockholder of Meredith. The Warrant is freely transferable subject tocompliance with securities laws and certain other conditions and restrictions.

The foregoing description of the Warrant does not purport to be complete and is qualified in its entirety by reference to the full text of the Warrant to PurchaseClass A Common Stock, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Option

The option to purchase 875,000 shares of common stock (the “Option”) is exercisable at any time after the Issue Date until the fifth anniversary of the Issue Date.The exercise price is $70.50 per share, subject to customary adjustment. Exercise of the option is subject to the expiration or termination of any applicable waitingperiod under the HSR Act. Prior to issuance of Meredith common stock upon exercise of the option, the holder of the option has no rights as a stockholder ofMeredith. The Option is freely transferable subject to compliance with securities laws and certain other conditions and restrictions.

The foregoing description of the Option does not purport to be complete and is qualified in its entirety by reference to the full text of the Option to Purchase ClassA Common Stock, which is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference.

Registration Rights

As soon as reasonably practicable after the Issue Date, but in no event later than 120 days, Meredith is obligated to file a registration statement under the SecuritiesAct to register the resale of the Meredith common stock underlying the Warrant and Option. Meredith currently expects to file an automatic shelf registrationstatement to fulfill this requirement. The holders of registrable securities (as defined in the Registration Rights Agreement) may also elect to sell pursuant to anunderwritten offering, subject to the terms and conditions of the Registration Rights Agreement. Meredith is also obligated to file a registration statement to registerthe resale of the Meredith common stock issuable upon conversion of the Series A Preferred Stock if the Series A Preferred Stock remains outstanding as of the60th day prior to the seventh anniversary of the Issue Date.

The foregoing description of registration rights does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration RightsAgreement, which is filed as Exhibit 10.5 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

The information provided in Items 1.01 and 3.02 is hereby incorporated by reference to this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.


Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The financial statements required by this Item, with respect to the acquisition described in Item 2.01 herein, will be filed as soon as practicable, and in any eventnot later than 71 days after the date on which this Current Report was required to be filed pursuant to Item 2.01.

(b) Pro Forma Financial Information.

The pro forma financial information required by this Item, with respect to the acquisition described in Item 2.01 herein, will be filed as soon as practicable, and inany event not later than 71 days after the date on which this Current Report was required to be filed pursuant to Item 2.01.

(d) Exhibits. Exhibit Number Description

2.1

Agreement and Plan of Merger, dated as of November 26, 2017, by and among Meredith Corporation, Gotham Merger Sub, Inc. and TimeInc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by Meredith Corporation onNovember 27, 2017)

3.1

Articles of Amendment to the Restated Articles of Incorporation of Meredith Corporation, including the Statement of Designation of Series APreferred Stock of Meredith Corporation attached as Appendix I thereto

4.1 Indenture, dated as of January 31, 2018, by and among Meredith Corporation, the Guarantors and U.S. Bank National Association, as Trustee

4.2 Form of Note (included in Exhibit 4.1)

4.3

First Supplemental Indenture, dated as of January 31, 2018, by and among Meredith Corporation, the Guarantors and U.S. Bank NationalAssociation, as Trustee

10.1

Credit Agreement, dated as of January 31, 2018, by and among Meredith, the Guarantors, the lenders party thereto from time to time andRoyal Bank of Canada, as administrative agent and collateral agent

10.2

Deed of Guarantee in Relation to the IPC Media Pension Scheme, dated as of January 31, 2018, by and among Meredith Corporation, TimeInc. (UK) Ltd, IPC Media Pension Trustee Limited and Time Inc.

10.3 Warrant to Purchase Class A Common Stock, dated as of January 31, 2018

10.4 Option to Purchase Class A Common Stock, dated as of January 31, 2018

10.5 Registration Rights Agreement, dated as of January 31, 2018, by and between Meredith Corporation and KED MDP Investments, LLC

99.1

Press release dated January 31, 2018, titled “Meredith Corporation Announces Completion of Time Inc. Acquisition and Reports Fiscal 2018Second Quarter and First Half Results”

Forward Looking Statements

This Current Report on Form 8-K and Exhibit 99.1 filed herewith contain forward-looking statements. You can generally identify forward-looking statements bythe use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,” “may,” “might,”“plan,” “potential,” “predict,” “project,” “seek,” “should,” or “will,” or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the control of Meredith. Statements inthis report that are forward-looking include, without limitation, statements related to the expected benefits of the acquisition of Time Inc., including the expectedsynergies from the transaction and the combined company’s prospects for growth and increasing shareholder value. Important risk factors could cause actual futureresults and other future events to differ materially from those currently estimated by management, including, but not limited to, downturns in national and/or localeconomies; a softening of the domestic advertising market; world, national or local events that could disrupt broadcast television; increased consolidation amongmajor advertisers or other events depressing the level of advertising spending; the unexpected loss or insolvency of one or more major clients or vendors; theintegration of acquired businesses; changes in consumer reading, purchasing and/or television viewing patterns; increases in paper, postage, printing, syndicatedprogramming or other costs; changes in television network affiliation agreements; technological developments affecting products or methods of distribution;changes in government regulations affecting Meredith’s industries; increases in interest rates; the consequences of acquisitions and/or dispositions; and the risksassociated with Meredith’s recent acquisition of Time, including: (1) litigation challenging the acquisition; (2) Meredith’s ability to retain key personnel;(3) competitive responses to the acquisition; (4) unexpected costs, charges, or expenses resulting from the acquisition; (5) adverse reactions or changes to businessrelationships resulting from the acquisition; (6) Meredith’s ability to realize the benefits of the acquisition of Time; (7) delays, challenges, and expenses associatedwith integrating the businesses; and (8) Meredith’s ability to comply with the terms of the debt and equity financings entered into in connection with theacquisition.

For more discussion of important risk factors that may materially affect Meredith, please see the risk factors contained in Meredith’s Annual Report on Form 10-Kfor the fiscal year ended June 30, 2017, which is on file with the U.S. Securities and Exchange Commission (the “SEC”), as well as in other filings Meredith makeswith the SEC from time to time. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any ofthem do occur, what impact they will have on the results of operations, financial condition or cash flows of Meredith. Meredith does not assume any duty to updateor revise forward-looking statements, whether as a result of new information, future events or otherwise, as of any future date.

https://content.edgar-online.com/ExternalLink/EDGAR/0000065011-17-000148.html?hash=36c78cba5099daffab3549e7427231de3cca413e6e197b88a69daf5066d52501&dest=EXHIBIT21AGREEMENTANDPLANO_HTMhttps://content.edgar-online.com/ExternalLink/EDGAR/0000065011-17-000148.html?hash=36c78cba5099daffab3549e7427231de3cca413e6e197b88a69daf5066d52501&dest=EXHIBIT21AGREEMENTANDPLANO_HTMhttps://content.edgar-online.com/ExternalLink/EDGAR/0000065011-17-000148.html?hash=36c78cba5099daffab3549e7427231de3cca413e6e197b88a69daf5066d52501&dest=EXHIBIT21AGREEMENTANDPLANO_HTM

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 CORPORATION

/s/ Joseph CeryanecJoseph CeryanecChief Financial Officer(Principal Financial and Accounting Officer)

Date: January 31, 2018

Exhibit 3.1

ARTICLES OF AMENDMENT

TO THE

RESTATED ARTICLES OF INCORPORATION

OF


(Regarding Designation and Authorization of Series A Preferred Stock)

To the Secretary of State of the State of Iowa

Pursuant to the provisions of Section 490.1006 of the Iowa Business Corporation Act (the “ IBCA ”), the undersigned corporation adopts the following Articles ofAmendment to its Restated Articles of Incorporation (“ Articles of Amendment ”) regarding the designation and authorization of Series A Preferred Stock by thecorporation:

I. The name of the corporation is Meredith Corporation. The effective date of its incorporation was the 9th day of August, 1905. Its original name wasSuccessful Farming Publishing Company.

II. On January 27, 2018, Meredith Corporation adopted Articles of Amendment containing the designation, authorization, and terms of the Series A PreferredStock, which are set forth in Exhibit A to the attached Appendix 1 , and incorporated herein by this reference as if set forth in full; which were determined byresolutions of the board of directors of Meredith Corporation on January 27, 2018; a true and correct copy of those resolutions which is attached hereto asAppendix 1 and incorporated herein by this reference as if set forth in full.

III. The Articles of Amendment were duly adopted by the Board of Directors without shareholder approval, as shareholder approval is not required pursuant toSections 490.602 and 490.1005 of the IBCA. The resolutions of the board of directors set forth in Appendix 1 were duly adopted and approved by the boardof directors in the manner required by the IBCA and by the articles of incorporation of the corporation.

IN WITNESS WHEREOF, the Company has caused this Articles of Amendment to be signed by a duly authorized officer this 30th day of January, 2018.


By: /s/ Joseph H. CeryanecName: Joseph H. CeryanecTitle: Chief Financial Officer

APPENDIX 1

“D ESIGNATION AND A PPROVAL OF S ERIES A P REFERRED & A RTICLES OF A MENDMENT

W HEREAS , pursuant to paragraph 10 of Article III.A of the Restated Articles of Incorporation, as amended (the “ RestatedArticles”) of MeredithCorporation (the “ Company”), the Board of Directors of the Company (the “ Board”) may issue preferred stock from time to time in one or more series, theshares of each series to have the voting powers, full or limited, and the designations, preferences and relative, participating, optional or other special rights, andqualifications, limitations or restrictions as are stated in the Restated Articles or in the resolution or resolutions providing for the issuance of the series adopted bythe Board.

R ESOLVED , that the Board has determined that it is advisable and for the benefit of the Company and its shareholders to establish a series of sharesof preferred stock pursuant to the authority granted to the Board in the Restated Articles, and out of the total authorized number of 5,000,000 shares of its preferredstock, par value $1.00 per share (“ PreferredStock”), there is hereby designated a series of 2,500,000 shares which shall be issued in and constitute a single seriesto be known as “Series A Preferred Stock” (hereinafter called the “ SeriesAPreferredStock”) that have the voting powers, designations, preferences and otherspecial rights, and qualifications, limitations and restrictions thereof set forth in the Statement of Designation of Series A Preferred Stock attached hereto as ExhibitA (the “ StatementofDesignation”) and included in the Articles of Amendment to the Restated Articles in substantially the form provided to the Board on thedate hereof (the “ ArticlesofAmendment”);

R ESOLVED , that the Statement of Designation and the Articles of Amendment are hereby authorized and approved in all respects; and

R ESOLVED , that the Authorized Persons (as defined below) be, and each of them hereby is, authorized and directed, for and on behalf of theCompany, to execute and deliver, and to make such filings with the Secretary of State of Iowa as may be deemed necessary or appropriate with respect to, theArticles of Amendment.”

EXHIBIT A

Statement of Designation ofSeries A Preferred Stock ofMeredith Corporation

In accordance with Section 10 of Article III.A of the Restated Articles of Incorporation of Meredith Corporation, the Board of Directors has established andfixed the voting powers, designations, preferences and relative, participating, option or other special rights, and the qualifications, limitations or restrictions of aseries of Preferred Stock designated as “Series A Preferred Stock” and has stated and expressed such voting powers, designations, preferences and relative,participating, option or other special rights, and the qualifications, limitations or

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restrictions of such series of Preferred Stock in this Statement of Designation (the “ Statement of Designation ”) as follows:

1. Definitions; Interpretation .

(a) As used in this Statement of Designation, the following capitalized terms will have the following meanings:

“ Accrued Dividend Rate ” means, as of the relevant date, the sum of (a) 0.50% plus (ii) the Cash Dividend Rate, per annum, as of such date.

“ Accrued Stated Value ” means, as of the relevant date, an amount per share equal to: (a) the Stated Value of such share of the Series A PreferredStock plus (b) any accrued and unpaid Dividends (including any Dividends accumulated from the most recent Dividend Payment Date to (but not including) therelevant date).

“ Activist Fund ” means any Person identified on the most-recently available “SharkWatch 50” list or any publicly-disclosed Affiliate of any suchPerson.

“ Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect commoncontrol with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and“under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of themanagement or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“ Aggregate Accumulated Dividend ” means, as of the relevant date, an amount per share equal to the difference of (a) the Accrued Stated Value ofsuch share as of the relevant date minus (b) the Stated Value of such share as of the Closing Date.

“ Applicable Treasury Rate ” means, as of the relevant date, the yield to maturity at the time of computation of U.S. Treasury securities with a constantmaturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at least two BusinessDays (but not more than five Business Days) prior to such date (or, if such statistical release is not so published or available, any publicly available source ofsimilar market data selected by the Company in good faith)) most nearly equal to the period from such date to the First Call Date; provided that if the period fromsuch date to the First Call Date is not equal to the constant maturity of a U.S. Treasury security for which a weekly average yield is given, the Applicable TreasuryRate will be obtained by linear interpolation (calculated to the nearest 1/12th of a year) from the weekly average yields of U.S. Treasury securities for which suchyields are given, except that if the period from such date to the First Call Date is less than one year, the weekly average yield on actively traded U.S. Treasurysecurities adjusted to a constant maturity of one year will be used.

“ Articles of Incorporation ” means the Restated Articles of Incorporation of the Company (as amended, restated, supplemented or otherwise modifiedfrom time to time).

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“ Authorized Bank Account ” means a demand deposit account at a top tier United States banking institution with deposits of no less than $100 billionand a credit rating of AA-/AA3 or higher from Standard & Poor’s or Moody’s, respectively.

“ Bankruptcy Law ” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors as amended from time to time.

“ Board of Directors ” means the Board of Directors of the Company.

“ Business Day ” means any day ending at 11:59 p.m. (U.S. Eastern Time) other than a Saturday, Sunday or a day on which the banks in the City ofNew York are authorized by Law to be closed.

“ Cash Dividend Rate ” means 8.50% per annum; provided that, (a) from and after the date that is the third anniversary of the Closing Date, the CashDividend Rate will be the sum of (i) 8.50% plus (ii) LIBOR (as of the beginning of the applicable Dividend Period), per annum, (b) from and after the date that isthe fourth anniversary of the Closing Date, the Cash Dividend Rate will be the sum of (i) 9.50% plus (ii) LIBOR (as of the beginning of the applicable DividendPeriod), per annum, and (c) from and after the date that is the fifth anniversary of the Closing Date, the Cash Dividend Rate will be the sum of (i) 10.50% plus(ii) LIBOR (as of the beginning of the applicable Dividend Period), per annum; provided , further , that if any Event of Default occurs and is continuing, the then-current Cash Dividend Rate will automatically increase by an additional 200 basis points per annum.

“ Cash Dividends ” has the meaning assigned to such term in Section 5(a) .

“ Change of Control Transaction ” means (a) the occurrence of a “Change of Control” or similar event under the Credit Agreement (as in effect on theClosing Date) or Senior Notes Indenture (as in effect on the Closing Date), (b) any transaction or event, or series of related transactions or events, following whichshares of the Common Stock (other than shares of the Class B Common Stock) are no longer listed for sale on the New York Stock Exchange or the Nasdaq GlobalSelect Market (or their respective successor exchanges), or (c) the sale or other disposition of all or substantially all of the assets of the Company and thesubsidiaries of the Company taken as a whole (whether directly or indirectly through the sale or other disposition of the equity interests in, or the assets of, theCompany and the subsidiaries of the Company, taken as a whole).

“ Class A Common Stock ” means the Company’s common stock, par value $1.00 per share, that is not designated in the Articles of Incorporation asclass B common stock.

“ Class B Common Stock ” means the Company’s common stock designated in the Articles of Incorporation as class B common stock, par value$1.00 per share.

“ Closing Date ” means January 31, 2018.

“ Common Stock ” means, collectively, the Class A Common Stock and Class B Common Stock.

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“ Company ” means Meredith Corporation, an Iowa corporation.

“ Compensation Arrangement ” means any bona fide management equity plan or stock option plan or any other management or employee benefit planor other agreement or arrangement, in each case, the purpose of which is to provide a reasonable incentive to Covered Persons.

“ Competition Law Filings ” has the meaning assigned to such term in Section 7(c) .

“ Competition Laws ” has the meaning assigned to such term in Section 7(c) .

“ Consolidated Adjusted EBITDA ” has the meaning assigned to such term in the Senior Notes Indenture as in effect on the Closing Date.

“ Conversion Notice ” has the meaning assigned to such term in Section 7(a) .

“ Conversion Shares ” has the meaning assigned to such term in Section 7(a) .

“ Covered Person ” means any future, present or former employee, director, officer or consultant of the Company or its Subsidiaries who isunaffiliated with each holder of shares of Series A Preferred Stock and each of their respective affiliates and equity holders.

“ Credit Agreement ” means the Credit Agreement dated as of the Closing Date, among the Company, certain subsidiaries of the Company from timeto time party thereto as guarantors, the lenders from time to time party thereto, Royal Bank of Canada, as administrative agent and collateral agent, and each of theother financial institutions party thereto as joint lead arrangers and joint bookrunners, as amended, restated, supplemented or otherwise modified or replaced fromtime to time (and any new document governing replacement or refinanced Indebtedness, in each case, to the extent related to incurrence of any indebtedness, otherobligations or capital leases permitted by Section 9(i) ) (or as in effect on the Closing Date where expressly provided herein).

“ Dividend Notice ” has the meaning assigned to such term in Section 5(c) .

“ Dividend Payment Date ” means March 31, June 30, September 30 and December 31 of each year, commencing on (and including) the ClosingDate; provided that, if any Dividend Payment Date is not a Business Day, the Dividend Payment Date will be the immediately preceding Business Day.

“ Dividend Period ” means the period commencing on (and including) a Dividend Payment Date and ending on (but not including) the next DividendPayment Date; provided that the initial Dividend Period will commence on (and include) the Closing Date and end on, but not include, the first Dividend PaymentDate.

“ Dividends ” has the meaning assigned to such term in Section 5 .

“ DOJ ” has the meaning assigned to such term in Section 7(c) .

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“ DTC ” has the meaning assigned to such term in Section 10(a) .

“ Equity Interests ” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, anyand all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants,rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

“ Event of Default ” means (a) a Series A Payment Event of Default, (b) a Material Indebtedness Acceleration, (c) the breach, violation or failure ofthe Company to act in accordance with any of the provisions of this Statement of Designation or the Series A Investor Rights Agreement, including with respect toany of the designations, rights, preferences, powers, restrictions and limitations of the shares of the Series A Preferred Stock, (i) with respect to any such breach,violation or failure arising under Section 8 or Section 9 of this Statement of Designation, which remains uncured, and (ii) with respect to each other such breach,violation or failure that would reasonably be expected to affect in any material manner the Series A Preferred Stock or the holder thereof and that remains uncured30 days after delivery of notice to the Company of such breach, violation or failure, or (d) any “Event of Default” (as defined in any applicable definitivedocumentation related to any Senior Indebtedness).

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Extraordinary Dividend ” has the meaning assigned to such term in Section 5 .

“ First Call Date ” means the date that is the third anniversary of the Closing Date.

“ FTC ” has the meaning assigned to such term in Section 7(c) .

“ Governmental Authority ” means any U.S. or foreign, federal, state, provincial, municipal, local or similar government or any agency, authority,board, body, bureau, commission, court, department, entity, official, political subdivision, tribunal or other instrumentality of any such government and will includeany regulatory or trade body or organization and any arbitrator or arbitral body.

“ IBCA ” has the meaning assigned to such term in the recitals hereof.

“ Indebtedness ” has the meaning assigned to such term in the Senior Notes Indenture as in effect on the Closing Date.

“ Insolvency Event ” means, the Company or any Material Subsidiary, pursuant to or within the meaning of any Bankruptcy Law: (a) (i) commencesproceedings to be adjudicated bankrupt or insolvent; (ii) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of apetition or answer or consent seeking reorganization or relief under applicable Bankruptcy Law; (iii) consents to the appointment of a receiver, liquidator, assignee,trustee or other similar official of it or for all or substantially all of its property; (iv) makes a general assignment for the benefit of its creditors (collectively, an “Insolvency Proceeding ”); (b) makes an admission in writing of its inability generally to pay its debts as they become due; or (c) a court of competent jurisdictionenters an order or decree under any

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Bankruptcy Law that (i) is for relief against the Company or any Material Subsidiary in a proceeding in which the Company or any Material Subsidiary is to beadjudicated bankrupt or insolvent; (ii) appoints a receiver, liquidator, assignee, trustee or other similar official of the Company or any Material Subsidiary or for allor substantially all of the property of the Company or any Material Subsidiary; or (iii) orders the liquidation of the Company or any Material Subsidiary; and theorder or decree remains unstayed and in effect for 60 consecutive days.

“ Insolvency Proceeding ” has the meaning assigned to such term in the definition of “Insolvency Event”.

“ Junior Stock ” means Common Stock, Preferred Stock (other than the Series A Preferred Stock) and any other Equity Interest of the Company.

“ Law ” means any applicable U.S. or foreign, federal, state, provincial, municipal or local law (including common law), statute, ordinance, rule,regulation, code, policy, directive, standard, license, treaty, judgment, order, injunction, decree or agency requirement of or undertaking to or agreement with anyGovernmental Authority.

“ LIBOR ” means (a) the London Interbank Offered Rate of interest for an interest period of 90 days or (b) during any period in which the rate setforth in clause (a) is no longer available, (i) the rate generally accepted as the replacement thereof or (ii) if no such rate is available, a rate agreed by the Companyand the Majority Holder in good faith designed to replicate the rate described in clause (a) ; provided that, for purposes of calculating Dividends, “LIBOR” will notbe less than 1.0%.

“ Majority Holder ” means the holders of record of not less than a majority of the then-outstanding shares of Series A Preferred Stock, provided , thatany single holder that, together with its Affiliates, is the holder of record of a majority of the then-outstanding shares of Series A Preferred Stock shall constitute the“Majority Holder.” As of the Closing Date, KED MDP Investments, LLC is the Majority Holder.

“ Make-Whole Amount ” means, with respect to any share of the Series A Preferred Stock as of any Redemption Date prior to the First Call Date, anamount equal to (a) the product of 6.0% multiplied by the Accrued Stated Value (as of such Redemption Date) of such share being redeemed, plus (b) the presentvalue as of such Redemption Date of the amount of Dividends (without duplication of the Aggregate Accumulated Dividend) that would have accrued andaccumulated (based on (y) if the Company has paid any Dividends in kind prior to the Redemption Date, the Accrued Dividend Rate as in effect as of suchRedemption Date or (z) if the Company has not paid any Dividends in kind prior to the Redemption Date, the Cash Dividend Rate as in effect as of suchRedemption Date) and were not paid on such share from such Redemption Date through and including the First Call Date (assuming that, for purposes of thiscalculation, (i) such share remained outstanding through the First Call Date and (ii) such share was redeemed on the First Call Date), with such present value beingcomputed using an annual discount rate equal to the Applicable Treasury Rate with respect to such date plus 50 basis points.

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“ Mandatory Redemption ” has the meaning assigned to such term in Section 6(b) .

“ Market Cap ” means, at any time, (a) the Company’s market capitalization based on the 30-day volume-weighted average trading price of theCompany’s Class A Common Stock less (b) the aggregate dividends payable in respect of Common Stock or share repurchases to be made as of such time inconnection with such Permissible Payment.

“ Market Capitalization Ratio ” means, at any time, (a) the Market Cap, as of such time, divided by (b) the aggregate Accrued Stated Value of thethen-outstanding Series A Preferred Stock.

“ Material Event ” has the meaning assigned to such term in Section 6(b) .

“ Material Event Redemption Date ” has the meaning assigned to such term in Section 6(b) .

“ Material Indebtedness Acceleration ” means any breach or failure of the Company or any of its Subsidiaries to observe or perform any agreement orcondition relating to any Senior Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto (and all grace or cure periods andnotice periods expressly applicable to such observance, performance or condition shall have expired or, in the case of required notices, been given), or any otherevent occurs, which results in an acceleration or other demand for repurchase, prepayment, defeasance or redemption of the Senior Indebtedness (or any portionthereof), in each case, prior to its express maturity (without such acceleration or demand having been rescinded, annulled or otherwise cured).

“ Material Subsidiary ” has the meaning assigned to such term in the Credit Agreement as in effect on the Closing Date.

“ Maximum Aggregate Ownership Amount ” has the meaning assigned to such term in Section 7(d) .

“ Maximum Aggregate Voting Amount ” has the meaning assigned to such term in Section 7(d) .

“ Maximum Fixed Obligations Ratio ” means, as of any date, (a) (i) the sum of (A) (x) the aggregate principal of the Senior Indebtedness then-outstanding and (y) unpaid but accrued interest of the Senior Indebtedness then-outstanding that would, without giving effect to any applicable grace period,constitute an “Event of Default” under the Senior Indebtedness, plus (B) the aggregate dividends payable in respect of Common Stock and share repurchases to bemade at such time, plus (C) the aggregate Accrued Stated Value of the then-outstanding Series A Preferred Stock, minus (ii) unrestricted cash of the Company as ofsuch date, divided by (b) the Consolidated Adjusted EBITDA as of such date.

“ Options ” means the options to purchase up to an aggregate of 875,000 shares of Class A Common Stock, purchased by KED MDP Investments,LLC on Closing Date (and any new or replacement options issued pursuant to the terms thereof).

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“ Optional Redemption ” has the meaning assigned to such term in Section 6(a) .

“ Optional Redemption Date ” has the meaning assigned to such term in Section 6(a) .

“ Permissible Payments ” means (a) Run Rate Dividends or equity repurchases made on account of the Common Stock in accordance with pastpractice, so long as (i) if such payment is made after the second anniversary of the Closing Date, (A) no Event of Default exists and is continuing, (B) immediatelyfollowing such payment, the Market Capitalization Ratio would be equal to or greater than 2.0, and (C) immediately following such payment, the Maximum FixedObligations Ratio would be equal to or less than 4.0, and (ii) if such payment is made prior to or on the second anniversary of the Closing Date, then (A) alldividends with respect to the shares of the Series A Preferred Stock for the Dividend Period in which such dividend is paid or such repurchase is made have beenpaid in cash, (B) with respect to dividends only, (1) such dividend occurs in a PIK and Pay Quarter, and (2) after the payment of such dividend, the aggregateamount of dividends paid in PIK and Pay Quarters is less than $150,000,000, or (C) if the aggregate amount of dividends paid in PIK and Pay Quarters is$150,000,000 or more, then the conditions set forth in clauses (a)(i)(A) , (B) and (C) of this definition would be satisfied immediately following the payment ofsuch payments, and (b) such other payments on account of the Common Stock as approved by an affirmative vote of the Majority Holder.

“ Permitted Affiliate Transactions ” means (a) any issuance of securities in the Company or other payments, awards or grants in cash, securities orotherwise to any Covered Person pursuant to the terms of any Compensation Arrangement, or the funding of such a Compensation Arrangement; (b) (i) payment ofreasonable fees to directors of the Company or any its Subsidiaries; and (ii) payment of reasonable and documented out-of-pocket expenses and indemnities todirectors, officers, and employees of the Company or any direct or indirect controlling parent of the Company, in each case, to the extent relating to servicesperformed for or on behalf of the Company; (c) (i) any employment agreements entered into by the Company or any of its Subsidiaries in the ordinary course ofbusiness with a Covered Person (including the making of any payments thereunder or any funding in connection therewith); (ii) any subscription agreement orsimilar agreement pertaining to the repurchase of Junior Stock in the Company, in either case, owned by a member of the Company’s management pursuant to anyPermissible Payment; and (iii) any employee compensation (including bonus), severance, arrangement, benefit plan or arrangement, any health, disability or similarinsurance plan which covers bona fide directors, officers or employees of the Company or any its Subsidiaries, and any reasonable employment contract andtransactions pursuant thereto; (d) loans or advances to directors, officers or employees of the Company or any its Subsidiaries for reasonable payroll, relocation,entertainment, travel expenses, drawing accounts and similar expenditures; or (e) any transaction expressly permitted by, or for which rights are granted pursuantto, any provision of this Statement of Designation or the Series A Investor Rights Agreement.

“ Person ” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity, group (as such termis used in Section 13 of the Exchange Act) or organization, including a Governmental Authority, and any successors and permitted assigns of such Person.

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“ PIK and Pay Dividend Rate ” means per quarter, with respect to any PIK and Pay Quarter, (a) (i) the then-current Accrued Dividend Rate for suchPIK and Pay Quarter multiplied by (ii) 0.25, plus (b) the applicable number of basis points set forth in the table below based upon the applicable instance of PIKand Pay Quarter; provided , however that for any PIK and Pay Quarter in which the cash dividend paid with respect to the Common Stock is below the Run RateDividend, the number of basis points set forth in the column “Basis Point Increase” will be ratably decreased from the amount set forth below in the sameproportion as the cash dividend paid with respect to the Common Stock to the Run Rate Dividend:

Instance of PIK and Pay Quarter

Basis PointIncrease

1 25 bps2 50 bps3 87.5 bps4 125 bps5 175 bps6 225 bps7 287.5 bps8 350 bps

“ PIK and Pay Quarter ” has the meaning assigned to such term in Section 5(b) .

“ Preferred Stock ” means the preferred stock, par value $1.00 per share, of the Company.

“ Proxy Statement ” has the meaning assigned to such term in Section 7(g) .

“ Redemption Date ” means the Optional Redemption Date or the Material Event Redemption Date, as applicable.

“ Redemption Percentage ” means, as of the relevant date, the applicable percentage under the heading “Redemption Percentage” set forth in the tablebelow: Period In Which Such Date Occurs

RedemptionPercentage

If such date occurs during the period from (and including) the First Call Date to (but not including) the date that is the fifth anniversary of theClosing Date 106.0%

If such date occurs during the period from (and including) the date that is the fifth anniversary of the Closing Date to (but not including) thedate that is the sixth anniversary of the Closing Date 103.0%

If such date occurs on or after the date that is sixth anniversary of the Closing Date 100.0%

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“ Redemption Price ” has the meaning assigned to such term in Section 6(d) .

“ Registration Rights Agreement ” means the Registration Rights Agreement, dated the Closing Date, between KED MDP Investments, LLC and theCompany, as amended from time to time.

“ Resale ” has the meaning assigned to such term in Section 10(a) .

“ Rule 144 Holding Period ” has the meaning assigned to such term in Section 10(d) .

“ Run Rate Dividend ” means a dividend on account of the Common Stock in an amount consistent with the Company’s historic dividend rate for thefive years immediately preceding the Closing Date with annual increases to such historic dividend rate after the Closing Date of no greater than the five-yearhistorical compound annual growth rate as of the Closing Date.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Senior Indebtedness ” means the Indebtedness incurred pursuant to (a) the Credit Agreement and (b) the Senior Notes Indenture.

“ Senior Notes Indenture ” means the Indenture, dated as of the Closing Date, by and among the Company, certain subsidiaries of the Company fromtime to time party thereto as guarantors, and U.S. Bank National Association, as trustee, as amended, restated, supplemented or otherwise modified or replacedfrom time to time (including any new document governing replacement or additional pari passu Indebtedness), in each case, to the extent to incurrence of anyindebtedness, other obligations or capital leases thereunder is permitted by Section 9(i) (or as in effect on the Closing Date where expressly provided herein).

“ Series A Investor Rights Agreement ” means the Series A Investor Rights Agreement, dated the Closing Date, between KED MDP Investments,LLC and the Company, as amended from time to time.

“ Series A Payment Event of Default ” means the failure of the Company to (a) pay (in cash or in kind, as provided herein) any Dividends (to theextent declared) with respect to any Dividend Period on the applicable Dividend Payment Date or (b) make when du

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