About, Inc. signed an agreement to acquire Meredith Holdings Corporation from Meredith Corporation (NYSE:MDP) for $2.7 billion on October 6, 2021. Dotdash will acquire the entity that will hold Meredith Corporation's National Media Group, which is comprised of its Digital and Magazine businesses, and its corporate operations, in an all-cash transaction. Dotdash will pay $42.18 per share as consideration. The purchase price is subject to adjustment in certain scenarios described in the acquisition agreement. Upon the consummation of the Dotdash Merger each share of Common Stock, par value $1.00 per share, of Meredith Holding (“ Meredith Holding Common Stock ”) and Class B Common Stock, par value $1.00 per share, of SpinCo (“ Meredith Holding Class B Stock ” and, together with the Meredith Holding Common Stock, the “ Meredith Holding Stock ”), other than shares to be canceled in accordance with Section 2.5(a) of the Dotdash Merger Agreement, shall be converted into the right to receive $42.18 in cash, minus a per share adjustment, if any, equal to (i) the amount by which the Meredith Holding Cash Payment (together with certain other amounts set forth in the Dotdash Merger Agreement) exceeds $625,000,000. The Dotdash Merger Agreement provides that (i) each in-the-money option award with respect to Meredith Holding Stock (after giving effect to the adjustment to the exercise price of each option as provided in the Employee Matters Agreement) outstanding and unexercised immediately prior to the Effective Time, whether or not then vested or exercisable, (ii) each restricted stock unit award with respect to Meredith Holding Stock outstanding immediately prior to the Effective Time, and (iii) each share of Meredith Holding's restricted stock and each right of any other kind, contingent or accrued, to receive shares of Meredith Holding. The transaction is expected to be funded by IAC/InterActiveCorp (NasdaqGS:IAC), parent of Dotdash ,with a combination of cash on hand and newly incurred debt of $1.6 billion at Dotdash Meredith and financing secured right now from JPMorgan. The acquisition of Meredith Holding Company will consist of the Company's National Media Group, which comprises its Digital and Magazine businesses, the MNI and People TV businesses and corporate operations. Post completion of the agreement, Meredith Holding Company will be the surviving the Merger as a wholly owned subsidiary of About. The Dotdash Merger Agreement provides that Dotdash will be required to pay a termination fee to the Company of $125,000,000 if the Dotdash Merger Agreement is terminated by the Company due to Dotdash's breach of the Dotdash Merger Agreement or failure to close, subject to certain limitations set forth therein.

The combined company will be called Dotdash Meredith and will be led by Dotdash Chief Executive Officer Neil Vogel. As of November 15, 2021, Dotdash Received Regulatory Approvals for the transaction. Additionally, Meredith announced the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976 for Meredith Holdings' acquisition by Dotdash expired on November 12, 2021. The transaction is subject to the satisfaction or waiver of certain conditions, including, among others: (i) the expiration of the waiting period applicable to the Dotdash Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (ii) the absence of certain legal impediments to the consummation of the Merger, (iii) the occurrence of the Spin-Off, and (iv) certain other conditions provided for in the Dotdash Merger Agreement along the completion of the Gray merger. The transaction is not subject to any Dotdash financing condition. The transaction has been unanimously approved by the Boards of Directors of both IAC and Meredith Corporation and is not conditioned on an IAC or Meredith Corporation shareholder vote. As of November 15, 2021, the transaction is expected to close on December 1, 2021. The deal is expected to close by the end of the year. The proceeds of the SpinCo Cash Payment, together with cash on hand of the Company and borrowings by Gray, will be used to satisfy all of the Company's outstanding long-term debt as of the date of the closing of the Gray Merger. J.P. Morgan Securities LLC acted as financial advisor to IAC and Andrew J. Nussbaum, Jenna E. Levine and Nancy B. Greenbaum of Wachtell, Lipton, Rosen & Katz acted as legal counsel. Moelis & Company LLC acted as financial advisor to Meredith Corporation and Kevin Mills and Aaron Binstock of Cooley LLP acted as legal counsel. Moelis & Company LLC acted as fairness opinion provider to Meredith.

About, Inc. completed the acquisition of Meredith Holdings Corporation Meredith Corporation (NYSE:MDP) on December 1, 2021.