Gannett Media Corp. (formerly known as Gannett Co., Inc.) (the
“Issuer”) announced today that, in connection with the closing on
November 19, 2019 of the merger (the “Merger”) contemplated by the
Agreement and Plan of Merger (the “Merger Agreement”), dated as of
August 5, 2019, by and among Gannett Co., Inc. (formerly known as
New Media Investment Group Inc.) (“Parent”), the Issuer, Gannett
Holdings LLC (formerly known as Arctic Holdings LLC), a wholly
owned subsidiary of Parent (“Intermediate Holdco”), and Arctic
Acquisition Corp., a wholly owned subsidiary of Intermediate
Holdco, the Issuer delivered a notice to holders of its 4.750%
Convertible Senior Notes due 2024 (the “Notes”), pursuant to the
Indenture, dated as of April 9, 2018, between the Issuer and U.S.
Bank National Association (the “Trustee”), as trustee, as amended
and supplemented by the First Supplemental Indenture, dated as of
November 19, 2019 (such Indenture, as so amended and supplemented,
the “Indenture”), among the Issuer, Parent and the Trustee, of a
Fundamental Change Company Notice and Offer to Repurchase for Cash
(the “Notice”). The Merger constituted both a “Fundamental Change”
and a “Make-Whole Fundamental Change” (each as defined in the
Indenture).
In connection with the Fundamental Change, and as more fully
described in the Notice, pursuant to the Indenture, on or before
midnight, New York City time, on December 30, 2019 (the
“Fundamental Change Repurchase Offer Expiration Date”), each holder
shall, subject to certain conditions, have the right to require the
Issuer to purchase all of such holder’s Notes, or any portion of
the principal amount thereof that is equal to $1,000 or an integral
multiple thereof, for cash on December 31, 2019 (the “Fundamental
Change Repurchase Date”) at a repurchase price equal to 100% of the
principal amount of such Notes or such portion of the principal
amount of Notes, as applicable, plus accrued and unpaid interest
thereon from October 15, 2019 to, but excluding, the Fundamental
Change Repurchase Date. Holders who surrender their Notes for
repurchase may withdraw such Notes at any time prior to midnight,
New York City time, on the Fundamental Change Repurchase Offer
Expiration Date.
In connection with the Make-Whole Fundamental Change, and as
more fully described in the Notice, each holder may elect to
convert all or any portion, if the portion to be converted is
$1,000 principal amount or an integral multiple thereof, of such
holder’s Notes into 82.4572 units of reference property per $1,000
principal amount of Notes, with each such unit (each, a “unit of
Reference Property”) comprised of 0.5427 shares of Parent common
stock, par value $0.01 per share, and $6.25 of cash. The Issuer
expects to elect to settle conversions in connection with the
Make-Whole Fundamental Change either by delivery of units of
Reference Property or by payment of cash, in each case, in
accordance with the terms of the Indenture. Holders who wish to
convert their Notes must satisfy the requirements set forth in the
Indenture.
Following the Fundamental Change Repurchase Date, each holder
may retain all of such holder’s Notes, or any portion of the
principal amount thereof not surrendered for repurchase or
converted into units of Reference Property, through maturity on
April 15, 2024 (the “Maturity Date”), maintaining the right,
assuming such Notes are not earlier redeemed, on or after January
15, 2024 until the close of business on April 11, 2024, the second
scheduled trading day immediately preceding the Maturity Date (or
during certain earlier periods, subject to the satisfaction of
certain conditions set forth in the Indenture), to convert such
Notes into units of Reference Property at the conversion rate then
in effect.
Holders should review the Notice carefully and consult with
their own financial and tax advisors. Holders must make their own
independent decision as to whether or not to surrender their Notes
for repurchase or to convert their Notes into units of Reference
Property and, if so, the amount of such Notes to surrender or
convert, or to retain their Notes. None of the Issuer, Parent,
their respective affiliates, boards of directors, officers,
employees, advisors or representatives, or the Trustee is making
any representation or recommendation to the holder as to whether to
surrender their Notes for repurchase, exercise their conversion
rights or retain their notes.
Forward-Looking
Statements
Certain statements in this press release may constitute
forward-looking statements. Forward-looking statements include all
statements that are not historical facts. Words such as
“anticipate(s)”, “expect(s)”, “intend(s)”, “plan(s)”, “target(s)”,
“project(s)”, “believe(s)”, “will”, “aim(s)”, “would”, “seek(s)”,
“estimate(s)” and similar expressions are intended to identify such
forward-looking statements.
Forward-looking statements are based on the Issuer’s and
Parent’s respective management’s current expectations and beliefs,
and neither the Issuer nor Parent can give any assurance that their
expectations or beliefs will be attained. These forward-looking
statements are not a guarantee of future performance and are
subject to a number of known and unknown risks, uncertainties and
other factors that could cause actual results or events to differ,
possibly materially, from the expectations or estimates reflected
in such forward-looking statements, including, among others:
- the risk that the parties may be unable to achieve the
anticipated benefits of the merger, including synergies and
operating efficiencies, within the expected time-frames, or at
all;
- the risk that the businesses will not be integrated
successfully or that integration may be more difficult,
time-consuming or costly than expected;
- the risk that operating costs, customer loss and business
disruption (including, without limitation, difficulties in
maintaining relationships with employees, customers, clients or
suppliers) may be greater than expected;
- general economic and market conditions;
- the retention of certain key employees; and
- the combined company’s ability to grow its digital marketing
and business services initiatives, and grow its digital audience
and advertiser base.
Additional risk factors that could cause actual results to
differ materially from expectations include, but are not limited
to, the risks identified by the Issuer and Parent in their
respective most recent Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K, as well as
the risks identified in the registration statement on Form S-4
(File No. 333-233509) filed by Parent in connection with the
Merger. All forward-looking statements speak only as of the date on
which they are made. Except to the extent required by law, the
Issuer and Parent expressly disclaim any obligation to release
publicly any updates or revisions to any forward-looking statements
contained in this Notice or documents incorporated by reference to
reflect any change in their expectations with regard thereto or
change in events, conditions or circumstances on which any
statement is based.
About Gannett Co., Inc.
Gannett Co., Inc. (NYSE: GCI) is an innovative, digitally
focused media and marketing solutions company committed to
strengthening communities across our network. With an unmatched
reach at the national and local level, Gannett touches the lives of
nearly 140 million people monthly with our Pulitzer-Prize winning
content, consumer experiences and benefits, and advertiser products
and services. Gannett brands include the USA TODAY and more than
260 daily local newspaper brands, digital marketing services
companies ReachLocal, WordStream, and ThriveHive and U.K. media
company Newsquest. Following the completion of their recent merger,
starting November 20, 2019, New Media Investment Group Inc. trades
on the New York Stock Exchange under Gannett Co., Inc. and its
ticker symbol has changed to “GCI”. To connect with us, visit
www.gannett.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20191129005245/en/
Contact: Ashley Higgins
& Stacy Cunningham, Gannett Investor Relations
investors@gannett.com (212) 479-3160 or Media: Chrissy Terrell,
Gannett Public Relations caterrell@usatoday.com 703-854-5292 or
Jonathan Gasthalter/Nathaniel Garnick Gasthalter & Co. (212)
257-4170
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