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):
February 3, 2023
 
GANNETT CO., INC.
(Exact name of registrant as specified in its charter)
 
Delaware
001-36097
38-3910250
(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  
Not Applicable
(Registrant's telephone number, including area code)
 
(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))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share
GCI
The New York Stock Exchange
Preferred Stock Purchase Rights
N/A
The New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 7.01
Regulation FD Disclosure.

On February 3, 2023, Gannett Co., Inc. (the “Company”) issued a press release with respect to the Company’s further debt repayment. A copy of the press release is attached hereto as Exhibit 99.1.

The information furnished pursuant to this Current Report on Form 8-K (including the exhibit hereto) shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth by specific reference in such filing that such information is to be considered “filed” or incorporated by reference therein.

Item 9.01
Financial Statements and Exhibits.

(d)
Exhibits

Exhibit No.
 
Description
   
 
Gannett Co., Inc. Press Release dated February 3, 2023
      
104
 
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)


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


Gannett Co., Inc.



Date:  February 3, 2023
By:
/s/ Douglas E. Horne


Douglas E. Horne


Chief Financial Officer and Chief Accounting Officer (principal financial and principal accounting officer)
 



Exhibit 99.1


Gannett Announces Further Debt Repayment

MCLEAN, VA — February 3, 2023 — Gannett Co., Inc. ("Gannett", "we", "us", "our", or the "Company") (NYSE: GCI) announced today that the Company used proceeds of $21.3 million from real estate sales completed in January 2023 to reduce its first lien debt by $22.3 million. Approximately $5.0 million of the proceeds were used to repurchase approximately $6.1 million of 6.00% first lien notes due November 1, 2026 (the “2026 Senior Notes”), representing a discount to par. The remaining $16.3 million of proceeds were used to repay amounts under its five-year senior secured term loan facility (the “New Senior Secured Term Loan”).

“We continue to make meaningful progress in reducing our first lien debt, which will continue to lead toward an improved capital structure and stronger balance sheet. We expect to sell another $50 million to $60 million in real estate and other assets in 2023, the proceeds of which we expect to use to pay down debt. As a result, we expect to reduce our debt within the year by approximately $120 million through the sale of real estate and other assets, along with our scheduled quarterly amortization payments,” said Michael Reed, Gannett Chairman and Chief Executive Officer.

About Gannett

Gannett Co., Inc. (NYSE: GCI) is a subscription-led and digitally-focused media and marketing solutions company committed to empowering communities to thrive. With an unmatched reach at the national and local level, Gannett touches the lives of millions with our Pulitzer Prize-winning content, consumer experiences and benefits, and advertiser products and services. Our current portfolio of media assets includes USA TODAY, local media organizations in 43 states in the U.S., and Newsquest, a wholly owned subsidiary operating in the United Kingdom with more than 150 local news media brands. Gannett also owns digital marketing services companies branded LocaliQ, and runs one of the largest media-owned events business in the U.S., USA TODAY NETWORK Ventures. To connect with us, visit www.gannett.com.

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, but not limited to, statements regarding our business outlook, our ability to create long-term stockholder value, our expectations, in terms of both amount and timing, with respect to debt repayment, our capital structure and balance sheet, our expectations regarding real estate and other asset sales, our strategy, our ability to achieve our operating priorities, our long-term opportunities, economic impacts, and future revenue trends and our ability to influence trends. The Company makes no guarantees or assurances that sales of any of the real estate or other asset sales in negotiation will close. Words such as "expect(s)", "believe(s)", "will", "outlook" 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 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 risks and other factors detailed from time to time in the Company’s most recent Annual Report on Form 10-K, our quarterly reports on Form 10-Q, and our 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.


* * * *

For investor inquiries, contact:
 
For media inquiries, contact:
Matt Esposito
 
Lark-Marie Anton
Investor Relations
 
Corporate Communications
703-854-3000
 
646-906-4087
investors@gannett.com
 
lark@gannett.com
 
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