Gannett Announces Expiration of Exchange Offer and Consent Solicitation

Rhea-AI Summary

Gannett Co. (NYSE: GCI) announced the expiration of its Exchange Offer and Consent Solicitation for its 6.000% Senior Secured Notes due 2026. The initial settlement for Notes tendered before the Early Tender Time on October 10, 2024, was completed on October 15, 2024. The company did not accept Notes tendered after the Early Tender Time. Gannett received the required consents for the Proposed Amendments, and a supplemental indenture was executed on October 15, 2024.

Positive

• Successfully completed initial settlement of Exchange Offer
• Received required consents for Proposed Amendments to indenture

Negative

• Rejected Notes tendered after Early Tender Time

Insights

Financial Analyst

The expiration of Gannett's exchange offer for its 6.000% Senior Secured Notes due 2026 marks a significant debt restructuring event. The company completed the initial settlement on October 15, 2024, for notes tendered before the Early Tender Time, while declining to accept any notes tendered after that period. The successful receipt of requisite consents for the Proposed Amendments indicates strong bondholder support.

This debt management initiative could potentially improve Gannett's capital structure and financial flexibility. However, without specific details on the exchange terms or the volume of notes tendered, it's challenging to quantify the immediate financial impact. The execution of the supplemental indenture suggests the amendments will modify the original notes' terms, though the specific changes remain undisclosed.

NEW YORK, NY--(BUSINESS WIRE)-- Gannett Co., Inc. (“Gannett”, “we”, “our”, or the “Company”) (NYSE: GCI) announced today that its previously announced (a) offer to exchange (the “Exchange Offer”) any and all outstanding 6.000% Senior Secured Notes due 2026 (the “Notes”) of its wholly-owned subsidiary, Gannett Holdings LLC (“Gannett Holdings”), and (b) the related consent solicitation made by Gannett and Gannett Holdings (the “Consent Solicitation”) to adopt certain amendments to the indenture governing the Notes (the “Proposed Amendments”), expired at 5:00 p.m., New York City time, on October 25, 2024.

The initial settlement for the Notes that were validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on October 10, 2024 (the “Early Tender Time”), and accepted for exchange occurred on October 15, 2024. Gannett and Gannett Holdings did not accept for exchange any Notes tendered after the Early Tender Time. Any Notes tendered and not accepted for exchange will be returned to holders promptly.

In addition, as previously disclosed, Gannett and Gannett Holdings received the requisite consents to the Proposed Amendments. A supplemental indenture effecting the Proposed Amendments was executed on October 15, 2024.

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 USA TODAY NETWORK, comprised of the national publication, USA TODAY, and local media organizations in the United States, and Newsquest, a wholly-owned subsidiary operating in the United Kingdom. Our digital marketing solutions brand, LocaliQ, uses innovation and software to enable small and medium-sized businesses to grow, and USA TODAY NETWORK Ventures, our events division, creates impactful consumer engagements, promotions, and races.

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.

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 note repurchases, exchanges and redemptions and expectations (including timing) with respect to the Exchange Offer and Consent Solicitation. Words and phrases such as “may”, “will”, 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 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20241028826613/en/

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.

FAQ

When did Gannett's (GCI) Exchange Offer expire?

Gannett's Exchange Offer expired at 5:00 p.m., New York City time, on October 25, 2024.

What was the Early Tender Time for Gannett's (GCI) Exchange Offer?

The Early Tender Time was 5:00 p.m., New York City time, on October 10, 2024.

When did Gannett (GCI) execute the supplemental indenture for the Proposed Amendments?

Gannett executed the supplemental indenture for the Proposed Amendments on October 15, 2024.

What type of notes were involved in Gannett's (GCI) Exchange Offer?

The Exchange Offer involved 6.000% Senior Secured Notes due 2026 issued by Gannett Holdings