Gannett Announces Pricing of Senior Notes
October 05 2021 - 4:48PM
Business Wire
Gannett Co., Inc. (“Gannett”, “we”, “us”, “our”, or the
“Company”) (NYSE: GCI) announced today that Gannett Holdings LLC
(the “Issuer”), a wholly-owned subsidiary of the Company, has
priced $400 million in aggregate principal amount of 6.00% senior
secured notes due 2026 (the “Senior Notes”). The sale of the Senior
Notes is expected to close on October 15, 2021, subject to
customary closing conditions. The Issuer intends to use the net
proceeds from the offering, together with the proceeds of a new
secured credit agreement, to repay its existing term loan under its
senior secured credit facilities.
The Senior Notes will be secured on a pari passu basis with the
new secured credit agreement by all or substantially all of the
assets of the Issuer, the Company and the direct and indirect
material domestic subsidiaries of the Company. The Senior Notes
will not be registered under the Securities Act of 1933, as amended
(the “Securities Act”), or state securities laws, or the securities
laws of any other jurisdiction, and may not be offered or sold in
the United States absent registration except pursuant to an
applicable exemption from the registration requirements of the
Securities Act and applicable state securities laws. The Senior
Notes are being offered and sold only to persons reasonably
believed to be qualified institutional buyers pursuant to Rule 144A
under the Securities Act, and to certain non-U.S. persons outside
the United States in reliance on Regulation S under the Securities
Act.
The Company also is seeking to enter into a new senior secured
term loan (the “Credit Agreement”) in a principal amount up to $550
million. Loans under the Credit Agreement are expected bear
interest at a per annum rate equal to LIBOR plus a margin of 5.00%
with a floor of 50 basis points. Upon closing, the net proceeds of
the loans will be used to refinance the remainder of the existing
term loan.
This press release shall not constitute an offer to sell nor the
solicitation of an offer to buy the Senior Notes or any other
securities, and shall not constitute an offer, solicitation or sale
in any jurisdiction in which such an offer, solicitation or sale
would be unlawful.
About Gannett
Gannett Co., Inc. (NYSE: GCI) is a subscription-led and
digitally focused media and marketing solutions company committed
to empowering communities to thrive. With an unmatched reach at the
national and local level, Gannett touches the lives of millions
with our Pulitzer Prize-winning content, consumer experiences and
benefits, and advertiser products and services. Our current
portfolio of media assets includes USA TODAY, local media
organizations in 46 states in the U.S., and Newsquest, a wholly
owned subsidiary operating in the United Kingdom with more than 120
local news media brands. Gannett also owns the digital marketing
services companies ReachLocal, Inc., UpCurve, Inc., and WordStream,
Inc., which are marketed under the LOCALiQ brand, and runs the
largest media-owned events business in the U.S., USA TODAY NETWORK
Ventures. To connect with us, visit www.gannett.com.
Cautionary Statement Regarding Forward-Looking
Statements
Certain items in this press release may constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements
regarding the offering of Senior Notes and any future debt
refinancing transactions and the ultimate satisfaction or
non-satisfaction of the conditions to the transactions, the amount,
timing, or other terms of any future debt refinancing transactions,
the possible offering of the senior secured notes and the use of
the proceeds from any such offering. Words such as "expect(s)",
"plan(s)", "believes(s)", “intend(s)”, “seek(s”), "will", “would,”
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 will be attained. Accordingly, you should not place
undue reliance on any forward-looking statements contained in this
press release. 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 risks and other factors
detailed from time to time in the Company’s 2020 Annual Report on
Form 10-K, and other filings with the Securities and Exchange
Commission. Furthermore, new risks and uncertainties emerge from
time to time, and it is not possible for the Company to predict or
assess the impact of every factor that may cause its actual results
to differ from those contained in any forward-looking statements.
Such forward-looking statements speak only as of the date of this
press release. The Company expressly disclaims any obligation to
release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Company’s
expectations with regard thereto or change in events, conditions or
circumstances on which any statement is based.
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version on businesswire.com: https://www.businesswire.com/news/home/20211005006189/en/
For investor inquiries, contact: Trisha Gosser Investor
Relations 703-854-3000 investors@gannett.com
For media inquiries, contact: Lark-Marie Anton Senior
Vice President, Communications 646-906-4087 lark@gannett.com
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