Meredith Corporation Announces Pricing Of Senior Secured Notes And Allocation Of Incremental Term Loans

Rhea-AI Summary

Meredith Corporation (NYSE: MDP) has priced an offering of $300 million in 6.500% senior secured notes due 2025 at par. Additionally, it has allocated $410 million in incremental term loans at LIBOR + 4.25%. The proceeds will be used to fully redeem the outstanding Series A Preferred Stock and cover related fees and expenses. The financing transactions are expected to close around June 29, 2020. The notes will be offered only to qualified institutional buyers and will not be registered under the Securities Act, meaning they will be subject to certain sales restrictions.

Positive

• None.

Negative

• The use of incremental loans indicates potential cash flow challenges within the company.
• The obligation to redeem Series A Preferred Stock may lead to increased financial burden in the future.

DES MOINES, Iowa, June 25, 2020 /PRNewswire/ -- Meredith Corporation (NYSE: MDP; www.meredith.com) announced today that it has priced its offering of $300 million aggregate principal amount of 6.500% senior secured notes due 2025 (the "Senior Notes") at par. Meredith also announced that it has allocated $410 million of incremental term loans at an interest rate of LIBOR + 4.25%.

Meredith intends to use the net proceeds of the Senior Notes offering and incremental term loans, along with cash on hand, to redeem in full the outstanding Series A Preferred Stock and to pay fees and expenses related to the redemption, the Senior Notes offering and the borrowing of the incremental loans. Meredith expects to close the financing transactions on or about June 29, and to complete the redemption of the Series A Preferred Stock promptly thereafter, subject to customary closing conditions.

The Senior Notes will be sold 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 Senior 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. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This release contains certain "forward-looking statements" that are subject to risks and uncertainties as defined in the Private Securities Litigation Reform Act of 1995. These statements are based on management's current knowledge and estimates of factors affecting the Company and its operations. Statements in this release that are forward-looking include, but are not limited to, statements concerning the anticipated use of the net proceeds from the Senior Notes and incremental loans and expected timing of closing of those transactions and of redemption of the Series A Preferred Stock. 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 adversely affect future results include, but are not limited to, market conditions, including the availability of debt capital and the terms upon which such debt can be secured, if at all, the impact of the COVID-19 pandemic on the Company, its customers and its suppliers; downturns in global, national and/or local economies; a softening of the domestic advertising market; world, national or local events that could disrupt broadcast television; increased consolidation among major advertisers or other events depressing the level of advertising spending; the unexpected loss or insolvency of one or more major clients or vendors; the integration of acquired businesses; changes in consumer reading, purchasing and/or television viewing patterns; increases in paper, postage, printing, syndicated programming or other costs; changes in television network affiliation agreements; technological developments affecting products or methods of distribution; changes in government regulations affecting the Company's industries; increases in interest rates; the consequences of acquisitions and/or dispositions; the risks associated with the Company's acquisition of Time Inc., including the Company's ability to comply with the terms of its debt and equity financings; and the risk factors contained in the Company's most recent Annual Report on Form 10-K and most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission ("SEC"), as well as the risk factors set forth in Exhibit 99.2 to the Company's Current Report on Form 8-K filed with the SEC on June 24, 2020, all of which are available on the SEC's website at www.sec.gov, and the Company's other filings with the SEC. 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 undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

ABOUT MEREDITH CORPORATION

Meredith Corporation has been committed to service journalism for 118 years. Today, Meredith uses multiple distribution platforms-including broadcast television, print, digital, mobile and video-to provide consumers with content they desire and to deliver the messages of its advertising and marketing partners.

Meredith's National Media Group reaches 190 million unduplicated American consumers every month, including 120 million women and nearly 90 percent of U.S. millennial women. Meredith is a leader in creating content across media platforms and life stages in key consumer interest areas such as entertainment, food, lifestyle, parenting and home. Meredith's leading national brands include PEOPLE, Better Homes & Gardens, InStyle, Allrecipes, REAL SIMPLE, SHAPE, Southern Living and Martha Stewart Living. Meredith also features robust brand licensing activities including more than 3,000 SKUs of branded products at 4,000 Walmart stores across the U.S. and at walmart.com. Meredith's National Media Group also includes leading affinity marketer Synapse, and The Foundry, the Company's state-of-the-art creative lab and content studio.

Meredith's Local Media Group includes 17 television stations reaching 11 percent of U.S. households and 30 million viewers. Meredith's portfolio is concentrated in large, fast-growing markets, with seven stations in the nation's Top 25 markets – including Atlanta, Phoenix, St. Louis and Portland – and 13 in the Top 50. Meredith's stations produce more than 725 hours of local news and entertainment content each week, and operate leading local digital destinations. Meredith also owns MNI Targeted Media, which delivers targeted advertising solutions to more than 1,200 clients on a local, regional and national level.

View original content to download multimedia:http://www.prnewswire.com/news-releases/meredith-corporation-announces-pricing-of-senior-secured-notes-and-allocation-of-incremental-term-loans-301084102.html

SOURCE Meredith Corporation

FAQ

What are the details of Meredith Corporation's recent senior secured notes offering?

Meredith Corporation has priced an offering of $300 million in 6.500% senior secured notes due 2025.

What will Meredith Corporation do with the proceeds from the senior secured notes?

The proceeds will be used to redeem the Series A Preferred Stock and cover associated fees.

When is Meredith Corporation expected to close its financing transactions?

The financing transactions are expected to close on or about June 29, 2020.

Is the offering of senior secured notes by Meredith Corporation registered?

The senior secured notes will not be registered under the Securities Act, meaning they will be offered under specific exemptions.