Gannett Commences Exchange Offer and Consent Solicitation
The following table sets forth the Exchange Consideration, Early Participation Premium and Total Consideration for Early Participation with respect to the exchange of the Notes:
Notes to be
|
CUSIP/ISIN |
Aggregate Principal
|
Exchange
|
Early Participation
|
Total Consideration
|
|||||
36474G AA3 /
|
||||||||||
6.000% Senior
|
|
Loan Option: |
Loan Option: |
Loan Option: |
||||||
|
|
|
or |
or |
or |
|||||
|
|
|
Cash Option: |
Cash Option: |
Cash Option: |
_________________________________________ | ||
(1) |
The Total Consideration for Early Participation or Exchange Consideration, as applicable, will be paid for each |
|
(2) |
Each Term Loan dollar figure represents the principal amount of such Term Loan being exchanged for each |
|
(3) |
The Total Consideration for Early Participation is equal to the Exchange Consideration plus the Early Participation Premium. |
The Term Loans will be guaranteed on a senior secured basis by the Company, the direct parent of
Concurrently with the Exchange Offer,
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
We may extend or terminate the Exchange Offer and/or the Consent Solicitation, in our sole and absolute discretion, and may otherwise amend or modify the Exchange Offer and/or the Consent Solicitation in any respect, at any time and for any reason, including based on the acceptance rate and outcome of the Exchange Offer or if any of the conditions to the Exchange Offer are not satisfied.
Holders who validly tender (and do not validly withdraw) their Notes at or prior to
Notes tendered for exchange in the Exchange Offer may be withdrawn and the related consents may be revoked at any time at or prior to the Early Tender Time, but not thereafter.
The Offer to Exchange and Consent Solicitation Statement will be distributed only to holders of the Notes. The complete terms and conditions of the Exchange Offer and the Consent Solicitation are described in the Offer to Exchange and Consent Solicitation Statement, a copy of which may be obtained by contacting
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.
Other Refinancing Transactions
The Exchange Offer and Consent Solicitation are part of the debt refinancing transactions that Gannett is undertaking pursuant to its previously announced commitment letter (the “Commitment Letter”). The Commitment Letter provides for a new senior secured credit facility (the “Term Loan Facility”) with funds managed by affiliates of Apollo (NYSE:APO) (“Apollo Funds”) of up to
About Gannett
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.
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 Consents Solicitation, availability of future financing and interest expense. Words such as “expect(s)”, “intend”, “will”, “believe(s)”, “anticipate(s)” 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 Consents 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 Offer to Exchange and Consent Solicitation Statement 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
View source version on businesswire.com: https://www.businesswire.com/news/home/20240926916667/en/
For investor inquiries, contact:
Investor Relations
703-854-3000
investors@gannett.com
For media inquiries, contact:
Lark-
Corporate Communications
646-906-4087
lark@gannett.com
Source: Gannett Co., Inc.