Gannett Co., Inc. (Exact Name of Registrant As Specified in Its Charter)
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 9, 2021 Gannett Co., Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36097 38-3910250 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 7950 Jones Branch Drive 22107-0910 McLean, VA (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: 703-854-6000 Former name or former address, if changed since last report: Not Applicable Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Trading Name of each exchange Title of each class Symbol(s) on which registered Common Stock, par value $0.01 per share GCI New York Stock Exchange Preferred Stock Purchase Rights N/A New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01 Entry into a Material Definitive Agreement. Credit Agreement On February 9, 2021, Gannett Co., Inc., a Delaware corporation (the “Company”), entered into a First Lien Credit Agreement (the “Credit Agreement”) among the Company, as a guarantor, Gannett Holdings LLC, a Delaware limited liability company (the “Borrower”), as 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 $1,045,000,000 (the “Credit Facility”). The proceeds of the Credit Facility were used to prepay loans outstanding under the Credit Agreement dated as of November 19, 2019 (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 Alter Domus Products Corp., 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. At the Borrower’s option, loans issued under the Credit Facility will bear interest at a rate of the London interbank offered rate plus a margin equal to 7.00% per annum or an alternate base rate plus a margin equal to 6.00% per annum. Loans under the Credit Facility may be prepaid, at the option of the Borrower, at any time without premium, except a premium equal to 1.00% of the aggregate principal amount of the loans being repaid shall apply in connection with certain refinancing or repricing events that reduce the all-in yield applicable to the loans and occur on or before February 9, 2022. Loans under the Credit Facility are required to be prepaid from time to time with the proceeds of non-ordinary course asset sales and casualty and condemnation events, the proceeds of indebtedness not permitted under the Credit Agreement, and the aggregate amount of cash and cash equivalents on hand at the Company and its restricted subsidiaries in excess of $100,000,000 at the end of each fiscal year of the Company (beginning with the fiscal year ending December 31, 2021). The loans under the Credit Facility amortize in equal quarterly installments (commencing with the second full fiscal quarter of the Company ending after the closing date) at a rate equal to 10% per annum or, if the ratio of debt secured on an equal basis with the Credit Facility less unrestricted cash of the Company and its restricted subsidiaries to EBITDA of the Company and its restricted subsidiaries for the most recently ended period of four consecutive fiscal quarters is equal to or less than 1.20 to 1.00, 5% per annum. The Credit Agreement contains usual and customary representations and warranties, and usual and customary affirmative and negative covenants, including: a financial covenant requiring minimum liquidity of $30,000,000 at the end of each fiscal quarter and limitations on liens, indebtedness, fundamental changes and dispositions, changes in the nature of the business of the Company and its restricted subsidiaries, loans, advances and investments, sale and leaseback transactions, restricted payments, use of proceeds in violation of Federal Reserve regulations and anti-corruption, anti-terrorism and anti-money laundering regulations, transactions with affiliates, limitations on dividends and other payment restrictions affecting subsidiaries, limitations on negative pledges, modifications of indebtedness, organizational documents and certain other agreements, violations of the Investment Company Act of 1940, as amended, violations of the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”) and environmental regulations, and plans of division. The Credit Agreement also contains usual and customary events of default, including: non-payment of principal, interest, fees and other amounts; material breach of a representation or warranty; default on other material debt; bankruptcy or insolvency; incurrence of certain material ERISA liabilities; material judgments; impairment of loan documentation; violation of subordination provisions; and change of control. The foregoing summary of the Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Credit Agreement filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. Supplemental Indenture In connection with the Credit Agreement, on February 9, 2021, the Company entered into the second supplemental indenture (the “Supplemental Indenture”) to the Indenture, dated as of November 17, 2020 (the “Indenture”), among the Company, certain Subsidiary Guarantors (as defined in the Indenture) and U.S. Bank National Association, as trustee, governing the Company’s 6% Convertible Senior Secured Notes due 2027. Among other things, the Supplemental Indenture subordinates the lien in favor of the holders of the notes issued under the Indenture to the lien in favor of the lenders under the Credit Agreement, releases the guarantees of non-U.S. subsidiaries of the Company and amends certain covenants of the Indenture to make such covenants consistent with the Credit Agreement. The foregoing summary of the Supplemental Indenture does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Supplemental Indenture filed herewith as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference. Item 1.02 Termination of a Material Definitive Agreement. On February 9, 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 required by this Item 2.03 is set forth under Item 1.01 above and is hereby incorporated by reference in response to this Item. Item 8.01 Other Events. On January 8, 2021, the Company filed a definitive proxy statement (the “proxy statement”) in order to obtain shareholder approval of the physical settlement features of the Convertible Notes (the “shareholder approval proposal”). The following disclosures in this Current Report on Form 8-K supplement the disclosures contained in the proxy statement and should be read in conjunction with the disclosures contained in the proxy statement, which in turn should be read in its entirety. To the extent that information in this Current Report on Form 8-K differs from or updates information contained in the proxy statement, the information in this Current Report on Form 8-K shall supersede or supplement the information in the proxy statement. All page references are to the proxy statement and terms used below, unless otherwise defined, shall have the meanings ascribed to such terms in the proxy statement. The disclosure in the section entitled “Effect of Stockholder Approval”, beginning on page 6 of the proxy statement, is hereby amended by adding the following paragraph to the end of the section: Impact of Conversion on NOLs. Federal and state tax laws impose restrictions on the utilization of net operating loss (“NOL”) carryforwards and other tax attributes in the event of an “ownership change” as defined by Section 382 of the Internal Revenue Code of 1986, as amended (“Section 382”).