TIME Time Inc. (delisted)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(RULE 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 7)

TIME INC.

(Name of Subject Company (Issuer))

GOTHAM MERGER SUB, INC.

(Name of Filing Persons (Offeror)) a wholly owned subsidiary of

MEREDITH CORPORATION

(Name of Filing Persons (Parent of Offeror))

Common Stock, $0.01 par value per share

(Title of Class of Securities)

887228104

(CUSIP Number of Class of Securities)

Gotham Merger Sub, Inc.

c/o Meredith Corporation

1716 Locust Street

Des Moines, Iowa 50309

(515) 284-3000

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

Copy to:

J. Kevin Mills

Cooley LLP

1299 Pennsylvania Avenue, NW, Suite 700

Washington, DC 20004

(202) 842-7800

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer.  ☒

This Amendment No. 7 (this “ Amendment ”) amends and supplements the Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission on December 12, 2017 (together with any subsequent amendments and supplements hereto, the “ Schedule TO ”). The Schedule TO relates to the tender offer by Gotham Merger Sub, Inc., a Delaware corporation (“ Purchaser ”) and a wholly owned subsidiary of Meredith Corporation, an Iowa corporation (“ Parent ”), for all of the outstanding shares of common stock, $0.01 par value per share (the “ Shares ”) of Time Inc., a Delaware corporation (the “ Company ”), at a price of $18.50 per Share, without interest thereon, net to the seller in cash, and subject to reduction for any applicable U.S. federal withholding, back-up withholding or other applicable tax withholdings, upon the terms and conditions set forth in the offer to purchase dated December 12, 2017 (together with any amendments and supplements thereto, the “ Offer to Purchase ”), a copy of which is attached as Exhibit (a)(1)(A) to the Schedule TO, and in the related letter of transmittal (the “ Letter of Transmittal ”), a copy of which is attached as Exhibit (a)(1)(B) to the Schedule TO, which, together with any other related materials, as each may be amended or supplemented from time to time, collectively constitute the “ Offer ,” pursuant to an Agreement and Plan of Merger, dated as of November 26, 2017 (as it may be amended from time to time, the “ Merger Agreement ”), by and among Purchaser, Parent and the Company.

All of the information set forth in the Offer to Purchase, including all schedules thereto, is hereby expressly incorporated herein by reference to all of the applicable items in the Schedule TO, except that such information is amended and supplemented to the extent specifically provided in this Amendment. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO.

This Amendment is being filed to amend and supplement Items 1 through 9 and 11 as reflected below.

Items 1 through 9 and 11.

Items 1 through 9 and 11 of the Schedule TO and the Offer to Purchase are hereby amended and supplemented by adding the following text thereto:

One minute after 11:59 p.m. (Eastern Time) on January 30, 2018, the Offer expired as scheduled and was not extended. The Depository advised Parent that, as of the expiration time of the Offer, approximately 66,251,255 Shares (not including 1,995,909 Shares tendered by notice of guaranteed delivery for which Shares have not yet been delivered) have been validly tendered and not properly withdrawn pursuant to the Offer, representing approximately 65.87% of the outstanding Shares.

The number of Shares tendered into the Offer satisfies the Minimum Condition. All conditions to the Offer having been satisfied, the Purchaser accepted for payment and will promptly pay for all Shares validly tendered into and not validly withdrawn from the Offer.

On January 31, 2018, promptly after the consummation of the Offer, in accordance with the Merger Agreement and Section 251(h) of the DGCL, the Purchaser will be merged with and into the Company. In connection with the Merger, at the Effective Time, each Share not tendered pursuant to the Offer (other than Shares owned by the Company’s stockholders who are entitled to and properly exercise appraisal rights under Delaware law that have neither effectively withdrawn nor lost their rights to such appraisal and payment under Delaware law with respect to such Shares and Shares owned, directly or indirectly, by Parent, Company or Purchaser) will be converted automatically into and thereafter represent only the right to receive the Merger Consideration, which is a cash amount per Share equal to the Offer Price (without interest and less any applicable withholding tax). As a result of the Merger, the Company will become a wholly owned subsidiary of Parent.

SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: January 31, 2018

EXHIBIT INDEX

Grafico Azioni Time Inc. (NYSE:TIME)
Storico
Da Nov 2024 a Dic 2024

Grafico Azioni Time Inc. (NYSE:TIME)
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Da Dic 2023 a Dic 2024