Gannett Prices $175 Million Convertible Senior Notes Offering
April 03 2018 - 9:44PM
Business Wire
Gannett Co., Inc. (NYSE: GCI) (“Gannett”) announced today the
pricing of its offering of $175 million aggregate principal amount
of 4.750% Convertible Senior Notes due 2024. The notes will be sold
in a private offering to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"). The sale of the notes is expected to close on
April 9, 2018, subject to customary closing conditions. Gannett
also granted the initial purchaser of the notes an option to
purchase up to an additional $26.25 million aggregate principal
amount of notes, exercisable within a 30-day period.
The notes will be general unsecured obligations of Gannett, and
interest will be payable semi-annually in arrears. The notes will
mature on April 15, 2024, unless earlier converted, redeemed or
repurchased. The initial conversion rate will be 82.4572 shares per
$1,000 principal amount of notes (equivalent to a conversion price
of approximately $12.13 per share of Gannett common stock), subject
to adjustment on the occurrence of specified events. Prior to the
close of business on the business day immediately preceding January
15, 2024, the notes will be convertible at the option of the
holders only upon the satisfaction of certain circumstances.
Thereafter, the notes will be convertible at the option of the
holders at any time until the close of business on the second
scheduled trading day immediately preceding the maturity date. Upon
conversion, Gannett will pay or deliver, as the case may be, cash,
shares of its common stock or a combination of cash and shares of
its common stock, at its election, subject to certain
restrictions.
Gannett may not redeem the notes prior to April 15, 2022. On or
after April 15, 2022, Gannett may redeem for cash all or any
portion of the notes, at its option, if the last reported sale
price of the common stock is equal to or greater than 130% of the
conversion price then in effect for at least 20 trading days
(whether or not consecutive) during any 30 consecutive trading day
period (including the last trading day of such period) ending
within the five trading days immediately preceding the date on
which Gannett provides notice of redemption, at a redemption price
equal to 100% of the principal amount of the notes to be redeemed,
plus accrued and unpaid interest to, but excluding, the redemption
date. Holders of the notes may require Gannett to repurchase their
notes upon a fundamental change at a repurchase price equal to 100%
of the principal amount of the notes to be repurchased, plus
accrued and unpaid interest to, but excluding, the repurchase
date.
Gannett estimates that the net proceeds from the offering will
be approximately $169.5 million (or approximately $195.0 million if
the initial purchaser exercises in full its option to purchase
additional notes), after deducting initial purchaser’s discounts
and estimated offering expenses payable by Gannett. Gannett intends
to use the net proceeds of this offering to repay borrowings under
its revolving credit facility. Borrowings under Gannett’s revolving
credit facility may be used for general corporate purposes,
including acquisitions of or investments in businesses or assets,
funding for working capital, capital expenditures, repayment of
other debt and repurchases of our common stock.
The notes have not been and will not be registered under the
Securities Act or applicable state securities laws, and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and applicable state securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the notes, nor shall there be any
sale of the notes in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements include all statements that are
not historical facts. Such statements include, but are not limited
to, the ability of Gannett to satisfy the conditions to the closing
of the offering and the intended use of the net proceeds from the
offering. The words “believe,” “expect,” “estimate,” “could,”
“should,” “intend,” “may,” “plan,” “seek,” “anticipate,” “project”
and similar expressions, among others, generally identify
forward-looking statements, which speak only as of the date the
statements were made and are not guarantees of future performance.
The matters discussed in these forward-looking statements are
subject to many risks, trends, uncertainties, and other factors
that could cause actual results to differ materially from those
projected, anticipated, or implied in the forward-looking
statements. Where, in any forward-looking statement, an expectation
or belief as to future results or events is expressed, such
expectation or belief is based on the current plans and
expectations of our management, is expressed in good faith and is
believed to have a reasonable basis. However, there can be no
assurance the expectation or belief will result, be achieved or be
accomplished. Whether or not any such forward-looking statements
are in fact achieved will depend on future events, some of which
are beyond our control. Except as may be required by law, we
undertake no obligation to modify or revise any forward-looking
statements to reflect new information, events, or circumstances
occurring after the date of this press release. Factors, risks,
trends, and uncertainties that could cause actual results or events
to differ materially from those projected, anticipated, or implied
include the matters described under the heading “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” in our Annual Report on Form 10-K for the
year ended December 31, 2017 and in our other SEC filings.
About GannettGannett Co., Inc. (NYSE: GCI) is an
innovative, digitally focused media and marketing solutions company
committed to strengthening communities across our network. With an
unmatched local-to-national reach, Gannett touches the lives of
more than 117 million people monthly with our Pulitzer-Prize
winning content, consumer experiences and benefits, and advertiser
products and services. Gannett brands include USA TODAY NETWORK
with the iconic USA TODAY and more than 100 local media brands,
digital marketing services companies ReachLocal and SweetIQ, and
U.K. media company Newsquest.
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version on businesswire.com: https://www.businesswire.com/news/home/20180403006727/en/
For investor inquiries:Gannett Co., Inc.Stacy Cunningham,
703-854-3168Vice President, Financial Planning & Investor
Relationsinvestors@gannett.comorThe Blueshirt GroupBrinlea
Johnsoninvestors@gannett.comorFor media inquiries:Gannett
Co., Inc.Amber Allman, 703-854-5358Vice President, Corporate Events
& Communicationsaallman@gannett.com
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