UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 29, 2013

 

 

GANNETT CO., INC.

(Exact name of Registrant as Specified in its Charter)

 

 

 

Delaware		1-6961		16-0442930
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

7950 Jones Branch Drive McLean, Virginia		22107-0910
(Address of Principal Executive Offices)		(Zip Code)

(703) 854-6000

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2-(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information in Item 8.01 is incorporated by reference into this Item 2.03.

 

Item 8.01.

Other Events.

On July 29, 2013, Gannett Co., Inc. (“Gannett”) sold $600,000,000 aggregate principal amount of its 5.125% Senior Notes due 2020 (the “Notes”). The Notes were offered only to eligible purchasers through a private placement and have not been registered under the Securities Act of 1933, as amended, or any state securities laws. Gannett will pay interest on the Notes semi-annually, in arrears, on January 15 and July 15 of each year, commencing January 15, 2014, to holders of record on the immediately preceding January 1 and July 1. The Notes will rank equally with Gannett’s outstanding public bonds and credit agreements. The Notes are guaranteed by all of Gannett’s subsidiaries that guarantee its obligations under its credit agreements on a senior basis.

The Notes may become subject to redemption under certain circumstances, including a change of control (as defined in the Notes) of Gannett. In addition, after July 15, 2016, Gannett may, at its option, redeem the Notes at the redemption prices and subject to terms set forth in the Notes, together with accrued and unpaid interest thereon, if any, to the redemption date.

The Notes also provide for certain customary events of default, including, among others, nonpayment of principal or interest, bankruptcy and insolvency events, and cross acceleration, which would permit, or automatically cause, as applicable, the principal, premium, if any, interest and other monetary obligations on all the then outstanding Notes to be declared due and payable immediately.

On July 29, 2013, the company issued a press release announcing the completion of the offering and issuance of the Notes. A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits

See Index to Exhibits attached hereto.

The company agrees to furnish to the Commission, upon request, a copy of each agreement with respect to long-term debt not filed herewith in reliance upon the exemption from filing applicable to any series of debt which does not exceed 10% of the total consolidated assets of the company.

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunder duly authorized.

 

Date: July 29, 2013

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Index to Exhibits

 

Exhibit No.		Description
99.1		Gannett Co., Inc. press release announcing the completion of a private offering of debt securities.

Exhibit 99.1

News Release

 

FOR IMMEDIATE RELEASE

Monday, July 29, 2013

Gannett Co., Inc. Announces Completion of $600 Million Offering of Senior Notes

McLEAN, VA – Gannett Co., Inc. (NYSE: GCI) today announced the successful completion of its previously announced private placement offering of $600 million aggregate principal amount of its 5.125% Senior Notes due 2020.

“Given the very strong interest in these notes, we were able to substantially increase the offering from $500 million to $600 million under highly favorable rates and terms,” said Gannett President and CEO Gracia Martore. “As always, Gannett has excellent financial flexibility thanks to our fortress balance sheet.”

The Company intends to use the net proceeds from the offering to repay borrowings outstanding under its revolving credit facilities. Any remaining proceeds may be used to repay the Company’s outstanding unsecured notes and/or for general corporate purposes.

The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities.

About Gannett

Gannett Co., Inc. (NYSE: GCI) is an international media and marketing solutions company that informs and engages more than 100 million people every month through its powerful network of broadcast, digital, mobile and publishing properties. Our portfolio of trusted brands offers marketers unmatched local-to-national reach and customizable, innovative marketing solutions across any platform. Gannett is committed to connecting people – and the companies who want to reach them – with their interests and communities.

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For investor inquiries, contact:		For media inquiries, contact:
Jeffrey Heinz		Jeremy Gaines
Vice President, Investor Relations		Vice President, Corporate Communications
703-854-6917		703-854-6049
jheinz@gannett.com		jmgaines@gannett.com