Item 1.01 Entry into a Material Definitive Agreement.
Indenture
On October 15, 2021, Gannett Holdings LLC ("Holdings"), a wholly-owned
subsidiary of Gannett Co., Inc. (the "Company"), completed a private offering of
$400 million aggregate principal amount of its 6.000% First Lien Notes due 2026
(the "Notes"). The net proceeds from the sale of the Notes were applied towards
the prepayment of the obligations outstanding under the Existing Credit
Agreement (as defined below). The Notes were issued pursuant to an Indenture,
dated October 15, 2021 (the "Indenture") among Holdings, the Company, the
guarantors party thereto, U.S. Bank National Association, as trustee, U.S. Bank
National Association, as collateral agent, and U.S. Bank National Association,
as registrar, paying agent and authenticating agent.
The Notes will bear interest at a rate of 6.000% per annum and will mature on
November 1, 2026, unless earlier redeemed or repurchased pursuant to the
Indenture. Interest on the Notes will be payable on May 1 and November 1 of each
year, beginning on May 1, 2022. The Notes may be redeemed at the option of
Holdings, in whole or in part, at any time and from time to time after November
1, 2023, at the redemption prices set forth in the Indenture. At any time prior
to such date, Holdings will be entitled at its option to redeem all, but not
less than all, of the Notes at the "make-whole" redemption price set forth in
the Indenture. Additionally, at any time prior to November 1, 2023, Holdings
may, on one or more occasions, redeem up to 40% of the aggregate principal
amount of the Notes at the redemption price set forth in the Indenture with the
net cash proceeds of certain equity offerings. If certain changes of control
with respect to Holdings or the Company occur, Holdings must offer to purchase
the Notes at a purchase price in cash equal to 101% of the principal amount
thereof on the date of purchase, plus accrued and unpaid interest to, but
excluding, the date of purchase. In addition, during any twelve-month period
commencing on or after October 15, 2021 and ending prior to November 1, 2023, up
to 10% of the aggregate principal amount of the Notes issued under the Indenture
may be redeemed at a purchase price equal to 103% of the aggregate principal
amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to
but excluding, the redemption date.
The Notes are unconditionally guaranteed, jointly and severally, on a senior
secured basis by the Company and each of its wholly owned domestic subsidiaries
that are guarantors (together, the "Guarantors") under the Credit Agreement (as
defined below). The Notes and such guarantees are secured on a first-priority
basis by the collateral, consisting of substantially all of the assets of
Holdings and the Guarantors, subject to certain intercreditor arrangements.
The Indenture limits the Company and its restricted subsidiaries' ability to,
among other things, make investments, loans, advances, guarantees and
acquisitions; incur or guarantee additional debt and issue certain disqualified
equity interests and preferred stock; make certain restricted payments,
including a limit on dividends on equity securities or payments to redeem,
repurchase or retire equity securities or other indebtedness; dispose of assets;
create liens on assets to secure debt; engage in transactions with affiliates;
enter into certain restrictive agreements; and consolidate, merge, sell or
otherwise dispose of all or substantially all of their or a Guarantor's assets.
These covenants are subject to a number of limitations and exceptions. The
Indenture also contains customary events of default.
The Notes and related guarantees do not have the benefit of any registration
rights. The Notes have not been and will not be listed on any securities
exchange.
The foregoing summary of the Indenture, the Notes and the related guarantees
does not purport to be complete and is subject to, and qualified in its entirety
by reference to, the Indenture filed herewith as Exhibit 4.1 to this Current
Report on Form 8-K and incorporated herein by reference.
Credit Agreement
On October 15, 2021, the Company, entered into a First Lien Credit Agreement
(the "Credit Agreement") among the Company, as a guarantor, Holdings, as the
borrower (in such capacity, the "Borrower"), certain subsidiaries of the
Borrower as guarantors, the lenders from time to time party thereto and
Citibank, N.A., as collateral agent and administrative agent for the lenders.
The Credit Agreement provides for a five-year senior secured term loan facility
in an aggregate principal amount of $516 million (the "Credit Facility"). The
proceeds of the Credit Facility were applied towards the prepayment loans
outstanding under the Credit Agreement dated as of February 9, 2021 (as amended,
the "Existing Credit Agreement"), among the Company, the Borrower, certain
subsidiaries of the Borrower as guarantors, the lenders from time to time party
thereto and Citibank, N.A., as administrative agent and collateral agent, and to
pay fees, costs and expenses in connection with the foregoing. The obligations
of the Borrower under the Credit Facility are guaranteed by the Company and each
material domestic restricted subsidiary of the Borrower. The Credit Facility is
secured by substantially all assets, including material real property, of the
Company, the Borrower and each of the other guarantors.
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At the Borrower's option, loans issued under the Credit Facility will bear
interest at a rate of the London interbank offered rate (which shall not be less
than 0.50% per annum) plus a margin equal to 5.00% per annum or an alternate
base rate plus a margin equal to 4.00% per annum (which shall not be less than
. . .
Item 1.02 Termination of a Material Definitive Agreement.
On October 15, 2021, the outstanding loans under the Existing Credit Agreement
were paid in full (together with accrued interest and fees thereunder), the
commitments to extend credit under the Existing Credit Agreement were
terminated, and all guarantees and security interests in respect of the Existing
Credit Agreement were released.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 2.03 insofar as it relates to the
creation of direct financial obligations of the Company.
Item 8.01 Other Events.
On October 18, 2021, the Company issued a press release announcing the closing
of the issuance and sale of the Notes and the entry into the Credit Agreement.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
4.1 Indenture, dated as of October 15, 2021, among Gannett Holdings LLC,
Gannett Co., Inc., the guarantors party thereto, U.S. Bank National
Association, as trustee and U.S. Bank National Association, as collateral
agent, authenticating agent, registrar and paying agent.
10.1 Credit Agreement, dated as of October 15, 2021, among Gannett Holdings
LLC, Gannett Co., Inc., the guarantors party thereto, the lenders from
time to time party thereto and Citibank, N.A., as collateral and
administrative agent.
99.1 Gannett Co., Inc. Press Release dated October 18, 2021.
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the Inline XBRL document)
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