Gannett Announces Closing of Refinancing Transactions and Early Settlement of Exchange Offer and Consent Solicitation
Gannett Co., Inc. (NYSE: GCI) announced the closing of its debt refinancing transactions, which extend debt maturities and reduce future dilution from the 6.000% Senior Secured Convertible Notes due 2027. The company completed:
1. An exchange offer for its 6.000% Senior Secured Notes due 2026, with 98.61% of notes tendered.
2. Privately negotiated transactions to repurchase and exchange $447,227,737 of 2027 Convertible Notes.
3. An amended credit facility providing a five-year senior secured term loan of up to $900 million.
These actions aim to strengthen Gannett's capital structure, provide financial flexibility, and position the company for growth and transformation.
Gannett Co., Inc. (NYSE: GCI) ha annunciato la chiusura delle sue operazioni di rifinanziamento del debito, che estendono le scadenze del debito e riducono la futura diluizione da parte delle Note Convertibili Senior Garantite al 6.000% in scadenza nel 2027. L'azienda ha completato:
1. Un'offerta di scambio per le sue Note Senior Garantite al 6.000% in scadenza nel 2026, con il 98,61% delle note offerte.
2. Transazioni negoziate privatamente per riacquistare e scambiare $447.227.737 di Note Convertibili del 2027.
3. Una linea di credito modificata che prevede un prestito senior garantito a termine di cinque anni fino a $900 milioni.
Queste azioni mirano a rafforzare la struttura patrimoniale di Gannett, fornire flessibilità finanziaria e posizionare l'azienda per la crescita e la trasformazione.
Gannett Co., Inc. (NYSE: GCI) anunció el cierre de sus transacciones de refinanciamiento de deuda, que extienden los vencimientos de la deuda y reducen la dilución futura de las Notas Convertibles Senior Garantizadas al 6.000% con vencimiento en 2027. La compañía completó:
1. Una oferta de intercambio por sus Notas Senior Garantizadas al 6.000% con vencimiento en 2026, con un 98.61% de las notas ofrecidas.
2. Transacciones negociadas de forma privada para recomprar e intercambiar $447,227,737 de Notas Convertibles de 2027.
3. Una instalación de crédito enmendada que proporciona un préstamo senior garantizado a plazo de cinco años de hasta $900 millones.
Estas acciones tienen como objetivo fortalecer la estructura de capital de Gannett, proporcionar flexibilidad financiera y posicionar a la empresa para el crecimiento y la transformación.
Gannett Co., Inc. (NYSE: GCI)는 2027년 만기 6.000% 선순위 보장 전환사채의 채무 만기를 연장하고 미래의 희석화를 줄이는 채무 재조정 거래 종료를 발표했습니다. 회사는 다음을 완료했습니다:
1. 2026년 만기 6.000% 선순위 보장 채권에 대한 교환 제안으로, 98.61%의 채권이 제출되었습니다.
2. 2027년 전환사채 447,227,737달러를 재매입하고 교환하기 위한 사전 협상 거래를 진행했습니다.
3. 최대 9억 달러의 5년 만기 선순위 보장 대출을 제공하는 수정된 신용 시설을 마련했습니다.
이러한 조치는 Gannett의 자본 구조를 강화하고, 재정적 유연성을 제공하며, 회사를 성장과 변혁에 대비시키는 것을 목표로 합니다.
Gannett Co., Inc. (NYSE: GCI) a annoncé la clôture de ses transactions de refinancement de la dette, qui prolongent les échéances de la dette et réduisent l'éventuelle dilution découlant des Obligations Convertibles Senior Garanties à 6,000% arrivant à échéance en 2027. L'entreprise a réalisé :
1. Une offre d'échange pour ses Obligations Senior Garanties à 6,000% arrivant à échéance en 2026, avec 98,61% des obligations échangées.
2. Des transactions négociées en privé pour racheter et échanger 447,227,737 $ d'Obligations Convertibles de 2027.
3. Un crédit modifié fournissant un prêt senior garanti à terme de cinq ans d'un montant maximum de 900 millions de dollars.
Ces actions visent à renforcer la structure du capital de Gannett, à offrir une flexibilité financière et à positionner l'entreprise pour la croissance et la transformation.
Gannett Co., Inc. (NYSE: GCI) gab den Abschluss seiner Schuldenrefinanzierungstransaktionen bekannt, die die Fälligkeiten der Schulden verlängern und die zukünftige Verwässerung der 6.000% Senior Secured Convertible Notes mit Fälligkeit 2027 reduzieren. Das Unternehmen hat Folgendes abgeschlossen:
1. Ein Austauschangebot für seine 6.000% Senior Secured Notes mit Fälligkeit 2026, wobei 98,61% der Anleihen angeboten wurden.
2. Privat verhandelte Transaktionen zum Rückkauf und Austausch von 447.227.737 US-Dollar der 2027 Convertible Notes.
3. Eine geänderte Kreditfazilität, die ein fünfjähriges, bis zu 900 Millionen US-Dollar umfassendes senior gesichertes Darlehen bereitstellt.
Diese Maßnahmen zielen darauf ab, die Kapitalstruktur von Gannett zu stärken, finanzielle Flexibilität zu bieten und das Unternehmen für Wachstum und Transformation zu positionieren.
- 98.61% of Senior Secured Notes due 2026 were tendered in the exchange offer
- Repurchased and exchanged $447,227,737 of 2027 Convertible Notes, reducing future dilution
- Secured a new $900 million five-year senior secured term loan facility
- Extended debt maturities, providing increased financial flexibility
- Incurred additional debt to refinance existing obligations
- Paid a premium of $1,110 per $1,000 principal amount to repurchase 2027 Convertible Notes
Insights
Gannett's successful refinancing transactions are a significant positive development for the company's financial health. The key benefits include:
- Extended debt maturities, providing more time for strategic initiatives
- Reduced future dilution from convertible notes, protecting shareholder value
- Increased financial flexibility, allowing for better capital allocation
The company exchanged
Additionally, Gannett repurchased and exchanged a total of
The new
Gannett's refinancing is a strategic move that reflects broader trends in the media industry. As traditional print media companies continue to navigate the digital transition, financial flexibility is crucial. This restructuring allows Gannett to:
- Focus on digital transformation without immediate debt pressure
- Potentially invest in growth areas like digital marketing solutions (LocaliQ)
- Better compete with pure-play digital media companies
The company's diverse portfolio, including USA TODAY, local media and UK-based Newsquest, provides a solid foundation for this financial maneuver. However, the media landscape remains challenging, with ongoing shifts in advertising spend and consumer behavior.
Gannett's emphasis on local communities and businesses aligns with industry trends valuing targeted, engaged audiences. The success of this refinancing could position Gannett as a more agile player in the evolving media ecosystem, potentially setting a precedent for other legacy media companies facing similar financial pressures.
“We are pleased to announce the successful closing of our refinancing transactions, which mark an important step in strengthening Gannett's capital structure,” said Michael Reed, Chairman and Chief Executive Officer. “This achievement extends our debt maturities, reduces future dilution from the 2027 Convertible Notes, and provides us with increased financial flexibility. We believe these actions create a strong foundation for continued execution of our strategy and position us to unlock further value for our shareholders as we drive growth and transformation in the years ahead.”
Senior Notes Exchange Offer and Consent Solicitation
On October 15, 2024 (the “Early Settlement Date”), Gannett and its wholly-owned subsidiary, Gannett Holdings LLC (“Gannett Holdings”), completed the early settlement of their previously announced (a) offer to exchange (the “Exchange Offer”) any and all outstanding
The table below shows the principal amount of Senior Secured Notes accepted for exchange as of 5:00 p.m.,
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Senior Secured Notes Tendered as of
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Senior Secured
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Consideration(1) |
Principal
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36474G AA3 /
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Loan Option:
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Cash Option:
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(1) |
The Loan Option Consideration or Cash Option Consideration, as applicable, were paid for each |
Following early settlement of the Exchange Offer, Gannett Holdings had outstanding
The Exchange Offer and Consent Solicitation are being made pursuant to the terms and subject to the conditions set forth in a confidential offer to exchange and consent solicitation statement dated September 26, 2024 (the “Offer to Exchange and Consent Solicitation Statement”), copies of which were previously distributed to eligible holders of the Senior Secured Notes.
The Exchange Offer and Consent Solicitation will expire at 5:00 p.m.,
The complete terms and conditions of the Exchange Offer and Consent Solicitation are described in the Offer to Exchange and Consent Solicitation Statement, a copy of which may be obtained by contacting Epiq Corporate Restructuring, LLC, the exchange agent and information agent in connection with the Exchange Offer and Consent Solicitation, at (646) 362-6336 or Registration@epiqglobal.com, with reference to “Gannett” in the subject line.
Convertible Notes Exchange
On October 15, 2024, the Company completed privately negotiated transactions with certain holders of Gannett’s 2027 Convertible Notes, including, as previously announced, funds, accounts or other clients managed by Apollo Capital Management, L.P. or its affiliates, pursuant to which it (i) repurchased a total of
Credit Facility
In addition, on October 15, 2024, the Company entered into an Amendment and Restatement Agreement (the “Amendment and Restatement Agreement”) among the Company, as a guarantor, Gannett Holdings, as the borrower (in such capacity, the “Borrower”), certain subsidiaries of the Borrower as guarantors, the lenders party thereto, Citibank, N.A., as the existing collateral agent and administrative agent for the lenders, and Apollo Administrative Agency, LLC, as the successor collateral agent and administrative agent for the lenders, which amended and restated the First Lien Credit Agreement dated as of October 15, 2021 (the “Existing Credit Agreement”; the Existing Credit Agreement as amended and restated by the Amendment and Restatement Agreement, the “Amended Credit Agreement”) among the Company, as a guarantor, 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 Amended Credit Agreement provides for a five-year senior secured term loan facility in an aggregate principal amount not to exceed
The proceeds of the initial Term Loan under the Amended Credit Facility were applied on the Early Settlement Date to prepay the term loans outstanding under the Existing Credit Agreement on the Early Settlement Date, to repurchase the Senior Secured Notes that were tendered by the holders thereof on or prior to the Early Settlement Date pursuant to the Exchange Offer, to repurchase the 2027 Convertible Notes that were exchanged by the holders thereof on or prior to October 15, 2024 pursuant to the Convertible Notes Exchange and to pay fees, costs and expenses in connection with the foregoing. The proceeds of any delayed-draw Term Loans under the Amended Credit Facility that are funded after the Early Settlement Date may be used by the Borrower to repurchase, redeem, defease or otherwise discharge Senior Secured Notes or 2027 Convertible Notes that are outstanding after the Early Settlement Date and to pay fees and expenses in connection with the foregoing.
About Gannett
Gannett Co., Inc. (NYSE: GCI) is a diversified media company with expansive reach at the national and local level dedicated to empowering and enriching communities. We seek to inspire, inform, and connect audiences as a sustainable, growth focused media and digital marketing solutions company. We endeavor to deliver essential content, marketing solutions, and experiences for curated audiences, advertisers, consumers, and stakeholders by leveraging our diverse teams and suite of products to enrich the local communities and businesses we serve. Our current portfolio of trusted media brands includes the
Our website address is www.gannett.com. We use our website as a channel of distribution for important company information, including press releases and other news and presentations, which is accessible on the Investor Relations and News and Events subpages of our website.
This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Exchange Offer and Consent Solicitation are being made solely pursuant to the Offer to Exchange and Consent Solicitation Statement and only to such persons and in such jurisdictions as is permitted under applicable law.
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, 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”, “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 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 section entitled “Risk Factors” in the confidential offer to exchange and consent solicitation statement dated September 26, 2024 and the risks and other factors detailed in the Company’s 2023 Annual Report on Form 10-K and from time to time in 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. Except to the extent required by law, 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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For investor inquiries, contact:
Matt Esposito
Investor Relations
703-854-3000
investors@gannett.com
For media inquiries, contact:
Lark-Marie Anton
Corporate Communications
646-906-4087
lark@gannett.com
Source: Gannett Co., Inc.
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