GANNETT CO., INC. Item 1.01 Entry in to a Material Definitive Agreement
Gannett Co., Inc. (the “Company”) joined into a trade contract (the “Exchange Agreement”) with particular of this loan providers (the “Exchanging Lenders”) beneath the business’s senior guaranteed 11.5% term loan Credit Agreement dated (the “Credit Agreement”) pursuant to which the business while the Exchanging Lenders consented to trade about $500 million in aggregate major number of the business’s newly released 6% Senior Secured Convertible Notes due (the “Notes”) when it comes to your your retirement of the same quantity of term loans beneath the Credit contract (the “Exchange”). After the Exchange, the staying term loan could have a superb major stability of $1.118 billion (the “Remaining Term Loan”). The Notes had been issued pursuant to an Indenture (the “Indenture”) dated, between your business and U.S. Bank nationwide Association , as trustee.
Relating to the Exchange, the business joined into an Investor contract (the “Investor Agreement”) with all the holders associated with records (the “Holders”) developing particular conditions and terms regarding the legal rights and limitations in the Holders with regards to the Holders’ ownership regarding the Notes. The organization also joined into an amendment towards the Registration Rights Agreement dated between the ongoing company and FIG LLC . In addition, the term that discover this is remaining should be amended as described below (the “Amendment”).
Records and Indenture
The Notes are assured by Gannett Holdings LLC and any subsidiaries of this business (collectively, the “Guarantors”) that guarantee the term Loan that is remaining. The Notes is going to be guaranteed because of the exact exact exact same collateral securing the Remaining Term Loan. The Notes ranking as senior secured financial obligation regarding the Company, with all the following security priorities: (i) prior to a Permitted Refinancing (as defined when you look at the Indenture) of most staying indebtedness under the Remaining Term Loan with brand brand new first lien debt that fits certain requirements of a Refinancing center (as defined within the Indenture), including, among other activities, that (a) the key level of the latest financial obligation doesn’t meet or exceed the total amount of this Remaining Term Loan (plus interest and charges), (b) the all-in-yield of this brand brand brand new financial obligation will not surpass 9.5% per year and (c) one other regards to the brand new financial obligation are no less favorable to your business, the Notes and staying Term Loan will share within the security underneath the Remaining Term Loan on a pari passu foundation; and (ii) after any Permitted Refinancing, the Notes will likely be guaranteed by an extra concern lien on a single security package securing the indebtedness incurred associated with the Permitted Refinancing.
The business will probably pay interest regarding the Notes at a yearly price of 6.000% payable on June 1 and December 1 of every 12 months. The Notes will grow, unless previously converted or repurchased.
Each Note is convertible into that true wide range of stocks of typical stock (“Common Stock”) associated with the business add up to $1,000 split because of the transformation cost (the “Conversion speed”). The records can be transformed whenever you want by the holders into money, shares associated with business’s typical stock (“Common Stock”) or any mixture of cash and typical inventory, during the organization’s election, according to a preliminary transformation price of 200 stocks of popular Stock per $1,000 major quantity of the Notes (which can be corresponding to a transformation cost of $5.00 per share of typical inventory (the “Conversion cost”), representing a transformation premium of around 187% on the basis of the closing cost of $1.74 per share of typical inventory).
The transformation price is at the mercy of adjustment that is customary as supplied within the Indenture
The Notes would be convertible into approximately 42% of the Common Stock after giving effect to such issuance or sale (assuming the initial principal amount of the Notes remains outstanding) in addition, the conversion rate will be subject to adjustment in the event of any issuance or sale of Common Stock (or securities convertible into Common Stock) at a price equal to or less than the Conversion Price in order to ensure that following such issuance or sale.
In case a ” Make-Whole Fundamental modification” (since defined within the Indenture) happens, the organization will in some circumstances boost the transformation price for a certain duration of the time. In cases where a “Fundamental modification” (because defined into the Indenture) does occur, the business would be expected to provide to repurchase the Notes at a repurchase cost of 110per cent for the principal quantity thereof.
Before the four-year anniversary associated with the issuance date, the business has the ability to redeem for money as much as more or less $100 million associated with the Notes at a redemption cost of 130% of this principal quantity thereof, with such amount paid down ratably by any major number of Notes that is transformed because of the holders or redeemed or purchased by the business.
After a meeting of Default (because defined in the Indenture), the Notes would be susceptible to an “asset sale” sweep, “excess cash flow” sweep and “unrestricted cash” sweep substantially identical into the matching conditions when you look at the term Loan that is remaining. Mandatory prepayments pursuant to these conditions are going to be provided ratably between holders associated with the Notes and holders associated with the Remaining Term Loan as supplied when you look at the Indenture and related intercreditor agreements.
Holders regarding the Notes may have the best to set up to around $100 million associated with Notes at par, (a) for provided that the residual Term Loan continues to be outstanding, on or following the 4th anniversary of this issuance date, or (b) following a Permitted Refinancing, on or following the date this is certainly 91 times following the readiness date of such Permitted Refinancing.
The business may refinance the term that is remaining with brand brand new very very first lien financial obligation, provided that the brand new first lien financial obligation satisfies what’s needed of the Permitted Refinancing. In case the business proposes to get into a Permitted Refinancing, Holders for the Notes may have the possibility to require the business to repurchase their Notes at a high price corresponding to 101.5per cent of par, which amount will increase by 1.5per cent for each three anniversary of the issuance date of the Notes month. The Indenture allows the organization to improve extra lien that is first 2nd lien debt to invest in such repurchases, susceptible to particular conditions established therein.
Before spending a dividend, unless the business’s pro forma Total Gross Leverage Ratio (as defined within the Indenture) is not as much as 1.50x, the business must offer to redeem an aggregate principal amount of records add up to the proposed amount of these dividend at a redemption cost add up to the key amount thereof. The redemption offer is not required by the Indenture or is rejected by the noteholders, the Company may pay the dividend, subject to a customary adjustment to the conversion rate to the extent.