Gannett Co., Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

Gannett filed an 8-K detailing a new material agreement, financial obligations, and equity sales.

AI Summary

On October 15, 2024, Gannett Co., Inc. entered into a material definitive agreement related to a direct financial obligation. The company also reported on unregistered sales of equity securities and provided a Regulation FD disclosure. This filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant financial and corporate actions by Gannett, including new obligations and equity transactions, which could impact its financial standing and stock performance.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and financial obligations, which inherently carry financial risks for the company.

Key Players & Entities

• Gannett Co., Inc. (company) — Registrant
• October 15, 2024 (date) — Date of earliest event reported
• 175 Sully's Trail, Suite 203 (address) — Business and Mail Address
• Pittsford, NY 14534-4560 (address) — Business and Mail Address

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share GCI New York Stock Exchan
• $274,681,000 — tion"). Pursuant to the Exchange Offer, $274,681,000 in aggregate principal amount of Senior
• $40,428,000 — tes in an aggregate principal amount of $40,428,000 were exchanged for the Loan Option Cons
• $234,253,000 — tes in an aggregate principal amount of $234,253,000 were exchanged for the Cash Option Cons
• $606,420 — ii) paid aggregate cash upfront fees of $606,420, in each case, to holders of Senior Sec
• $3,860,000 — Offer, Gannett Holdings had outstanding $3,860,000 aggregate principal amount of Senior Se
• $223,613,869 — to which it (i) repurchased a total of $223,613,869 in aggregate principal amount of 2027 C
• $1,110 — Convertible Notes for cash at a rate of $1,110 per $1,000 principal amount of 2027 Con
• $1,000 — Notes for cash at a rate of $1,110 per $1,000 principal amount of 2027 Convertible No
• $447,227,737 — the "Convertible Notes Exchange" ). The $447,227,737 in aggregate principal amount of 2027 C
• $38,058,263 — h cancellation, Gannett had outstanding $38,058,263 aggregate principal amount of 2027 Conv
• $223,613,868 — tes in an aggregate principal amount of $223,613,868 to former holders of 2027 Convertible N
• $248,211,394 — b) paid aggregate cash consideration of $248,211,394 to former holders of 2027 Convertible N
• $110,000 — r 15, 2024, the Company issued and sold $110,000 aggregate principal amount of 2031 Conv
• $223,723,868 — al amount of 2027 Convertible Notes and $223,723,868 aggregate principal amount of 2031 Conv

Filing Documents

• ef20037312_8k.htm (8-K) — 69KB
• ef20037312_ex4-1.htm (EX-4.1) — 225KB
• ef20037312_ex4-2.htm (EX-4.2) — 250KB
• ef20037312_ex4-3.htm (EX-4.3) — 1486KB
• ef20037312_ex4-4.htm (EX-4.4) — 189KB
• ef20037312_ex4-5.htm (EX-4.5) — 231KB
• ef20037312_ex10-1.htm (EX-10.1) — 1122KB
• image00001.jpg (GRAPHIC) — 3KB
• image00002.jpg (GRAPHIC) — 2KB
• image00003.jpg (GRAPHIC) — 4KB
• image00004.jpg (GRAPHIC) — 4KB
• image00005.jpg (GRAPHIC) — 3KB
• image00006.jpg (GRAPHIC) — 2KB
• image00007.jpg (GRAPHIC) — 3KB
• 0001140361-24-043565.txt ( ) — 4337KB
• gci-20241015.xsd (EX-101.SCH) — 4KB
• gci-20241015_lab.xml (EX-101.LAB) — 21KB
• gci-20241015_pre.xml (EX-101.PRE) — 16KB
• ef20037312_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. Senior Secured Notes Exchange Offer On October 15, 2024 (the "Early Settlement Date"), Gannett Co., Inc. ("Gannett", "our" or the "Company") and its wholly-owned subsidiary, Gannett Holdings LLC ("Gannett Holdings"), completed early settlement of their previously announced offer to exchange (the "Exchange Offer") any and all outstanding 6.000% Senior Secured Notes due 2026 (the "Senior Secured Notes") of Gannett Holdings, for, at the election of each holder of Senior Secured Notes, either (a) (i) first lien term loans (the "Term Loans") under the Amended Credit Agreement (as defined below) and (ii) an upfront fee equal to 1.5% of such Term Loans (together with the Term Loans, the "Loan Option Consideration"); or (b) cash (the "Cash Option Consideration"). Pursuant to the Exchange Offer, $274,681,000 in aggregate principal amount of Senior Secured Notes, representing 98.61% of the Senior Secured Notes outstanding prior to the Exchange Offer, were tendered and accepted prior to 5:00 p.m., New York City time, on October 10, 2024, and were subsequently canceled. Senior Secured Notes in an aggregate principal amount of $40,428,000 were exchanged for the Loan Option Consideration, and Senior Secured Notes in an aggregate principal amount of $234,253,000 were exchanged for the Cash Option Consideration. Pursuant to the Exchange Offer, Gannett (a)(i) issued Term Loans in an aggregate principal amount of $40,428,000 and (ii) paid aggregate cash upfront fees of $606,420, in each case, to holders of Senior Secured Notes who validly tendered and did not validly withdraw their Senior Secured Notes in the Exchange Offer and elected the Loan Option Consideration, and (b) paid aggregate cash consideration of $234,253,000 to holders of Senior Secured Notes who validly tendered and did not validly withdraw their Senior Secured Notes in the Exchange Offer and elected the Cash Option Consideration. Following early settlement

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant. The information relating to the incurrence of debt set forth under the headings "New 2031 Convertible Notes" and "Credit Facility" in Item 1.01 of this Report is incorporated herein by reference.

02

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under the headings " Convertible Notes Exchange and 2031 Convertible Notes Sale " and "New 2031 Convertible Notes" in Item 1.01 of this Report is incorporated herein by reference.

01

Item 7.01 Regulation FD Disclosure. As of October 15, 2024, after giving effect to the transactions described above, the Company had indebtedness outstanding under the instruments referenced below as follows: Credit Facility – Term Loans: $850,428,000 6.000% Senior Secured Notes due 2026: $3,860,000 6.000% Convertible Notes due 2027: $38,058,263 6.000% Convertible Notes due 2031: $223,723,868 In addition, there were $49,572,000 of undrawn commitments under the delayed-draw Term Loan commitments under the Amended Credit Agreement as of such date.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description of Exhibit 4.1 First Supplemental Indenture, dated as of October 15, 2024, by and among Gannett Co., Inc., Gannett Holdings LLC, the Guarantors party thereto and U.S. Bank Trust Company, National Association as trustee. 4.2 Fifth Supplemental Indenture, dated as of October 15, 2024, among Gannett Co., Inc., the Subsidiary Guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee. 4.3 Indenture, dated as of October 15, 2024, among Gannett Co., Inc., the Subsidiary Guarantors party thereto from time to time and U.S. Bank Trust Company, National Association, as trustee. 4.4 Registration Rights Agreement, dated as of October 15, 2024, by and among Gannett Co., Inc. and the other Persons signatory thereto. 4.5 First Lien/Second Lien Intercreditor Agreement, dated as of October 15, 2024, among Apollo Administrative Agency, LLC, as First Lien Agreement Agent, Apollo Administrative Agency, LLC, as First Lien Agreement Collateral Agent, U.S. Bank Trust Company, National Association, as Initial Other First-Priority Agent, U.S. Bank Trust Company, National Association, as Initial Other First-Priority Collateral Agent, U.S. Bank Trust Company, National Association, as Initial Second-Priority Agent, and Alter Domus Products Corp., as Initial Second-Priority Collateral Agent. 10.1 Amendment and Restatement Agreement dated as of October 15, 2024, among Gannett Co., Inc., Gannett Holdings LLC, the other Guarantors party thereto, the Lenders party thereto, Citibank, N.A., as the existing administrative agent and collateral agent, and Apollo Administrative Agency, LLC, as successor administrative agent and collateral agent. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward Looking Statements

Forward Looking Statements Certain items in this Form 8-K may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, among others, statements regarding our ability to refinance our debt facilities, maturity of debt, note repurchases, exchanges and redemptions, uses of proceeds, expectations (including timing) with respect to the Exchange Offer and Consent Solicitation, the Convertible Notes Exchange, the Amended Credit Agreement, availability of future financing and interest expense. Words and phrases such as "may", "will", "are set to", "to be" and similar expressions are intended to identify such forward-looking statements. These statements are based on management's current expectations and beliefs and are subject to a number of risks and uncertainties. These and other risks and uncertainties could cause actual results to differ materially from those described in the forward-looking statements, many of which are beyond our control. The Company can give no assurance its expectations regarding the Exchange Offer and Consent Solicitation, the Convertible Notes Exchange, the Amended Credit Agreement or any other proposed financing or liability management transactions, or otherwise, will be attained. Accordingly, you should not place undue reliance on any forward-looking statements contained in this Form 8-K. For a discussion of some of the risks and important factors that could cause actual results to differ from such forward-looking statements, see the section entitled "Risk Factors" in the confidential offer to exchange and consent solicitation uncertainties emerge from time to time, and it is not possible for the Company to predict or assess the impact of every fa

SIGNATURES

SIGNATURES 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 hereunto duly authorized. GANNETT CO., INC. By: /s/ Michael E. Reed Name: Michael E. Reed Title: President and Chief Executive Officer Dated: October 16, 2024

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View this 8-K filing on SEC EDGAR