Gannett Media Corp., a Subsidiary of Gannett Co., Inc., Announces Final Results of Tender Offer for Its 4.750% Convertible Se...
January 02 2020 - 6:50AM
Business Wire
Gannett Media Corp. (formerly known as Gannett Co., Inc.) (the
“Issuer”), a subsidiary of Gannett Co., Inc. (“Gannett”, the
“Company”, or the “Parent”) (NYSE: GCI) announced today the
expiration and final results of the Issuer’s previously announced
cash tender offer (the “Tender Offer”) for any and all of its
4.750% Convertible Senior Notes due 2024 (the “Notes”) issued
pursuant to the Indenture, dated as of April 9, 2018, between the
Issuer and U.S. Bank National Association, as trustee (the
“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.
The Tender Offer expired at midnight, New York City time, on
December 30, 2019. As of the expiration of the Tender Offer,
$197,950,000 aggregate principal amount of the Notes, representing
approximately 98.36% of the total Notes outstanding, were validly
tendered (and not validly withdrawn) pursuant to the Tender Offer.
The Company has accepted for purchase all Notes that were validly
tendered (and not validly withdrawn) pursuant to the Tender Offer
at the expiration of the Tender Offer at a purchase price equal to
$1,000 per $1,000 principal amount of Notes, plus accrued and
unpaid interest, for an aggregate cost of approximately
$199,934,999. Payment for Notes, which were validly tendered (and
not validly withdrawn) and accepted for purchase pursuant to the
Tender Offer, was made on December 31, 2019.
After settlement, $3,300,000 aggregate principal amount of the
Notes remains outstanding. U.S. Bank National Association served as
the paying agent for the Tender Offer.
There were no conversions of Notes in connection with the
Make-Whole Fundamental Change (as defined in the Indenture).
This press release shall not constitute an offer to purchase, a
solicitation of an offer to purchase or a solicitation of an offer
to sell securities.
About Gannett
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 its 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. assumed
the name Gannett Co., Inc. and began trading on the New York Stock
Exchange under the ticker symbol “GCI”. To connect with us, visit
www.gannett.com.
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 management’s current
expectations and beliefs, and the Company cannot give any assurance
that its 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 Company 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 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 Company in its 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
the Company 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 Company expressly disclaim any
obligation to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change
in its 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/20200102005138/en/
Ashley Higgins & Stacy Cunningham, Gannett Investor
Relations investors@gannett.com (212) 479-3160 or Media: Chrissy
Terrell, Gannett Public Relations pr@gannett.com or Jonathan
Gasthalter/Nathaniel Garnick Gasthalter & Co. (212)
257-4170
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