Gannett Announces Results of Early Participation in Exchange Offer and Consent Solicitation

NEW YORK, NY--(BUSINESS WIRE)-- Gannett Co., Inc. ("Gannett", "we", "our", or the "Company") (NYSE: GCI) announced today the preliminary results of early participation in connection with its previously announced (a) offer to exchange (the "Exchange Offer") any and all outstanding 6.000% Senior Secured Notes due 2026 of its wholly-owned subsidiary, Gannett Holdings LLC ("Gannett Holdings"), as set forth in the table below (the "Notes"), for, at the election of each holder of Notes, either (i) (A) first lien term loans (the "Term Loans") of Gannett Holdings and (B) an upfront fee equal to 1.5% of such Term Loans (together with the Term Loans, the "Loan Option Consideration"); or (ii) cash (the "Cash Option Consideration"), and (b) the related consent solicitation being made by Gannett and Gannett Holdings (the "Consent Solicitation") to (i) eliminate substantially all of the restrictive covenants contained in the Indenture governing the Notes, dated as of October 15, 2021 (the "Indenture"), (ii) eliminate certain of the default provisions contained in the Indenture and (iii) amend certain related provisions to conform for such eliminations (collectively, the "Proposed Amendments"). Withdrawal rights for the Exchange Offer and Consent Solicitation expired as of 5:00 p.m., New York City time, on October 10, 2024.

As of 5:00 p.m., New York City time, on October 10, 2024 (the "Early Tender Time"), the following principal amount of Notes has been validly tendered and not validly withdrawn (and consents thereby validly given and not validly revoked):

				Notes Tendered as of the Early Tender Date
Notes to be Exchanged	CUSIP/ISIN	Aggregate Principal Amount Outstanding	Consideration(1)	Principal Amount	Percentage
6.000% Senior Secured Notes due 2026	36474G AA3 / US36474GAA31U3 647GAA2 /USU3647GAA23	$278,541,000	Loan Option: $1,000 in Term Loans and 1.5% upfront fee	$40,428,000	14.51%
Cash Option: $1,000 cash	$234,253,000	84.10%
Total	$274,681,000	98.61%

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(1)		The Loan Option Consideration or Cash Option Consideration, as applicable, will be paid for each $1,000 principal amount of Notes validly tendered and accepted for exchange.

Gannett and Gannett Holdings expect to settle the Exchange Offer with respect to the tendered Notes set forth in the table above on October 15, 2024 (the "Early Settlement Date").

Gannett and Gannett Holdings have received the requisite consents for the Proposed Amendments related to the Notes. In connection therewith, as well as following receipt of any other applicable requisite consents with respect to the Notes, Gannett and Gannett Holdings intend to enter into a supplemental indenture with the trustee for the Notes to effect the Proposed Amendments, but these amendments will become operative only upon final settlement of 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 September 26, 2024 (the "Offer to Exchange and Consent Solicitation Statement"), copies of which were previously distributed to eligible holders of the Notes.

The Exchange Offer and Consent Solicitation will expire at 5:00 p.m., New York City time, on October 25, 2024, unless such date is extended (the "Expiration Time"). The final settlement date will be promptly after the Expiration Time and is expected to be the third business day after the Expiration Time (the "Final Settlement Date"). The Early Settlement Date or Final Settlement Date may change without notice.

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 Consent Solicitation are described in the Offer to Exchange and Consent Solicitation Statement, a copy of which may be obtained by contacting Epiq Corporate Restructuring, LLC (the "Exchange Agent"), the exchange agent and information agent in connection with the Exchange Offer and Consent Solicitation, at (646) 362-6336 or [email protected], with reference to "Gannett" in the subject line.

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.

About Gannett

Gannett Co., Inc. (NYSE: GCI) is a diversified media company with expansive reach at the national and local level dedicated to empowering and enriching communities. We seek to inspire, inform, and connect audiences as a sustainable, growth focused media and digital marketing solutions company. We endeavor to deliver essential content, marketing solutions, and experiences for curated audiences, advertisers, consumers, and stakeholders by leveraging our diverse teams and suite of products to enrich the local communities and businesses we serve. Our current portfolio of trusted media brands includes the USA TODAY NETWORK, comprised of the national publication, USA TODAY, and local media organizations in the United States, and Newsquest, a wholly-owned subsidiary operating in the United Kingdom. Our digital marketing solutions brand, LocaliQ, uses innovation and software to enable small and medium-sized businesses to grow, and USA TODAY NETWORK Ventures, our events division, creates impactful consumer engagements, promotions, and races.

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 Consent Solicitation, availability of future financing and interest expense. Words such as "seek", "endeavor", "expect(s)", "may", "intend", "will" 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 Consent 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 Securities and Exchange Commission. Furthermore, new risks and uncertainties emerge from time to time, and it is not possible for the Company to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Such forward-looking statements speak only as of the date of this press release. Except to the extent required by law, the Company expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

Source: Gannett Co., Inc.

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