New York Times Co 8-K, filed Jun 18, 2025

About this 8-K

Items reported

New York Times Co (NYT)

8-K 2025-06-18 For: 2025-06-13

View Original

Added on April 04, 2026

New York Times Co filed this 8-K on June 18, 2025, reporting on events of June 13, 2025.

THE NEW YORK TIMES COMPANY

Date: June 18, 2025

/s/ Diane Brayton

Diane Brayton

Executive Vice President and

Chief Legal Officer

Item 1.01: Entered into a material agreement
Item 9.01: Financial statements and exhibits

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


Exhibit Number		Description

Exhibit 10.1*		Second Amended and Restated Credit Agreement, dated as of June 13, 2025, among The New York Times Company, as borrower, the financial institutions party thereto as Lenders, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, JPMorgan Chase Bank, National Association, U.S. Bank, National Association, and Wells Fargo Bank, National Association, as Co-Syndication Agents, and BofA Securities, Inc., JPMorgan Chase Bank, National Association, U.S. Bank, National Association and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Bookrunners

Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL document)


Section	Page

ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS		2

1.01 Defined Terms		2
1.02 Other Interpretive Provisions		27
1.03 Accounting Terms		28
1.04 Rounding		29
1.05 Times of Day		29
1.06 Letter of Credit Amounts		29
1.07 Interest Rates		29

ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS		29

2.01 Revolving Loans		29
2.02 Borrowings, Conversions and Continuations of Revolving Loans		30
2.03 Letters of Credit		31
2.04 Swing Line Loans		38
2.05 Prepayments		41
2.06 Termination or Reduction of Commitments		42
2.07 Repayment of Loans		42
2.08 Interest		42
2.09 Fees		43
2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate		43
2.11 Evidence of Debt		44
2.12 Payments Generally; Administrative Agent’s Clawback		44
2.13 Sharing of Payments by Lenders		46
2.14 Increase in Commitments		47
2.15 Cash Collateral		48
2.16 Defaulting Lenders		49
2.17 Assignment and Reallocation of Existing Commitments and Existing Loans		51

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY		52

3.01 Taxes		52
3.02 Illegality		56
3.03 Inability to Determine Rates, etc.		58
3.04 Increased Costs; Reserves on Term SOFR Loans		57
3.05 Compensation for Losses		59
3.06 Mitigation Obligations; Replacement of Lenders		59
3.07 Survival		60

ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS		60

4.01 Conditions of Initial Credit Extension		60
4.02 Conditions to all Credit Extensions		62

ARTICLE V. REPRESENTATIONS AND WARRANTIES		62

5.01 Existence, Qualification and Power		62
5.02 Authorization; No Contravention		62
5.03 Governmental Authorization; Other Consents		63
5.04 Binding Effect		63
5.05 Financial Statements; No Material Adverse Effect		63


5.06 Litigation			63
5.07 No Default			63
5.08 Ownership of Property; Liens			64
5.09 Environmental Compliance			64
5.10 Insurance			64
5.11 Taxes			64
5.12 ERISA Compliance			64
5.13 Subsidiaries; Equity Interests			65
5.14 Margin Regulations; Investment Company Act			65
5.15 Disclosure			65
5.16 Compliance with Laws			66
5.17 Taxpayer Identification Number			66
5.18 Intellectual Property; Licenses, Etc.			66
5.19 OFAC			66
5.20 Anti-Corruption Laws, etc.			66
5.21 Affected Financial Institutions			66
5.22 Covered Entities			67
5.23 Outbound Investment Rule			67

ARTICLE VI. AFFIRMATIVE COVENANTS			67

6.01 Financial Statements			67
6.02 Certificates; Other Information			68
6.03 Notices			70
6.04 Payment of Obligations			70
6.05 Preservation of Existence, Etc.			70
6.06 Maintenance of Properties			70
6.07 Maintenance of Insurance			71
6.08 Compliance with Laws			71
6.09 Books and Records			71
6.10 Inspection Rights			71
6.11 Use of Proceeds			71
6.12 Additional Guarantors			71
6.13 Anti-Corruption Laws; Sanctions; etc.			72

ARTICLE VII. NEGATIVE COVENANTS			72

7.01 Liens			72
7.02 Investments			74
7.03 Indebtedness			75
7.04 Fundamental Changes			77
7.05 Dispositions			77
7.06 Restricted Payments			78
7.07 Change in Nature of Business			79
7.08 Transactions with Affiliates			79
7.09 Burdensome Agreements			80
7.10 Use of Proceeds			80
7.11 Financial Covenant			80
7.12 Limitation on Accounting Changes			80
7.13 Fiscal Year			80
7.14 Amendments of Organization Documents			81
7.15 Sanctions			81
7.16 Anti-Corruption Laws, etc.			81
7.17 Midtown Insurance			81
7.18 Outbound Investment Rule			81


ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES			81

8.01 Events of Default			81
8.02 Remedies Upon Event of Default			83
8.03 Application of Funds			84

ARTICLE IX. ADMINISTRATIVE AGENT			85

9.01 Appointment and Authority			85
9.02 Rights as a Lender			85
9.03 Exculpatory Provisions			85
9.04 Reliance by Administrative Agent			86
9.05 Delegation of Duties			87
9.06 Resignation of Administrative Agent			87
9.07 Non-Reliance on the Administrative Agent, the Arranger and Other Lenders			88
9.08 No Other Duties, Etc.			89
9.09 Administrative Agent May File Proofs of Claim			89
9.10 Guaranty Matters			90
9.11 Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements			90
9.12 Certain ERISA Matters			90
9.13 Recovery of Erroneous Payments			91

ARTICLE X. MISCELLANEOUS			92

10.01 Amendments, Etc.			92
10.02 Notices; Effectiveness; Electronic Communication			93
10.03 No Waiver; Cumulative Remedies; Enforcement			95
10.04 Expenses; Indemnity; Damage Waiver			96
10.05 Payments Set Aside			97
10.06 Successors and Assigns			98
10.07 Treatment of Certain Information; Confidentiality			102
10.08 Right of Setoff			103
10.09 Interest Rate Limitation			103
10.10 Integration; Effectiveness			104
10.11 Survival of Representations and Warranties			104
10.12 Severability			104
10.13 Replacement of Lenders			104
10.14 Governing Law; Jurisdiction; Etc.			105
10.15 Waiver of Jury Trial			106
10.16 No Advisory or Fiduciary Responsibility			106
10.17 Electronic Execution; Electronic Records; Counterparts			107
10.18 Entire Agreement			108
10.19 Subordination			108
10.20 USA PATRIOT Act			108
10.21 Acknowledgement and Consent to Bail-In of Affected Financial Institutions			109
10.22 Acknowledgement Regarding Any Supported QFCs			109
10.23 Effectiveness of Amendment and Restatement			110


	2.01	Commitments and Applicable Percentages
	2.03	Existing Letters of Credit
	5.05	Supplement to Interim Financial Statements
	5.06	Litigation
	5.09	Environmental Matters
	5.12	Pension Plans
	5.13	Subsidiaries and Other Equity Investments
	5.18	Intellectual Property Matters
	7.01	Existing Liens
	7.02	Existing Investments
	7.03	Existing Indebtedness
	10.02	Administrative Agent’s Office; Certain Addresses for Notices

EXHIBITS

	A	Revolving Loan Notice
	B	Swing Line Loan Notice
	C	Form of Note
	D	Compliance Certificate
	E-1	Assignment and Assumption
	E-2	Administrative Questionnaire
	F	Form of Guaranty
	G-1	Form of U.S. Tax Compliance Certificate – Foreign Lenders (Not Partnerships)
	G-2	Form of U.S. Tax Compliance Certificate – Non-U.S. Participants (Not Partnerships)
	G-3	Form of U.S. Tax Compliance Certificate – Non-U.S. Participants (Partnerships)
	G-4	Form of U.S. Tax Compliance Certificate – Foreign Lenders (Partnerships)
	H	Form of Guaranteed Obligations Designation Notice
	I	Form of Notice of Loan Prepayment


Applicable Rate
Pricing Level	Consolidated Leverage Ratio	Commitment Fee			Term SOFR /Letters of Credit			Base Rate
1	<1.00:1.00		0.20	%		1.10	%		0.10	%
2	≥1.00:1.00 but <2.00:1.00		0.20	%		1.35	%		0.35	%
3	≥2.00:1.00 but <3.00:1.00		0.20	%		1.60	%		0.60	%
4	≥3.00:1.00		0.20	%		1.85	%		0.85	%


THE NEW YORK TIMES COMPANY

By:		/s/ R. Anthony Benten
		Name: R. Anthony Benten
		Title: Senior Vice President, Treasurer and Chief Accounting Officer

BANK OF AMERICA, N.A., as Administrative Agent

By:		/s/ Jennifer Toney
		Name: Jennifer Toney
		Title: Assistant Vice President

BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender

By:		/s/ Jana L. Baker
		Name: Jana L. Baker
		Title: Senior Vice President

JPMORGAN CHASE BANK, N.A., as a Lender

By:		/s/ Ryan Zimmerman
		Name: Ryan Zimmerman
		Title: Executive Director

U.S. BANK NATIONAL ASSOCIATION, as a Lender

By:		/s/ Steven J. Correll
		Name: Steven. J. Correll
		Title: Senior Vice President


WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender

By:		/s/ Michael Zick
		Name: Michael Zick
		Title: Executive Director

HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender

By:		/s/ Jake Mouncey
		Name: Jake Mouncey
		Title: Senior Vice President

THE NORTHERN TRUST COMPANY, as a Lender

By:		/s/ Andrew D. Holtz
		Name: Andrew D. Holtz
		Title: Senior Vice President

TD BANK, N.A., as a Lender

By:		/s/ Evan Waschitz
		Name: Evan Waschitz
		Title: Vice President


		☐ A Borrowing of Revolving Loans						☐ A conversion or continuation of Loans


A. Consolidated Funded Indebtedness at Statement Date (see Schedule 3, Line 9):		$___________

B. Encumbered Property Escrow Amount at Statement Date:		$___________

C. Consolidated EBITDA for Measurement Period (see Schedule 2, Line 15):		$___________

D. Consolidated Leverage Ratio (Line II.A minus II.B ÷ Line I.C):		_____ : 1.00

Maximum permitted:		_____ : 1.00²



		1. Consolidated Net Income for Measurement Period:		$

		2. Consolidated Interest Charges, to the extent deducted in calculating Consolidated Net Income for Measurement Period:		$

		3. Provisions for Federal, state, local and foreign income taxes payable by the Borrower and its Subsidiaries, to the extent deducted in calculating Consolidated Net Income for Measurement Period:		$

		4. Pension, retiree medical and multi-employer benefit payments, to the extent deducted in calculating Consolidated Net Income for Measurement Period:		$

		5. Depreciation and amortization expense, to the extent deducted in calculating Consolidated Net Income for Measurement Period:		$

		6. Pension-related expenses, to the extent deducted in calculating Consolidated Net Income for Measurement Period:		$

		7. Pension service costs, to the extent deducted in calculating Consolidated Net Income for Measurement Period:		$

		8. Special pension charges, to the extent deducted in calculating Consolidated Net Income for Measurement Period:		$

		9. Withdrawal charges in respect of Multiemployer Plans:		$

		10. Non-recurring cash expenses, costs or charges incurred by Borrower or its Subsidiaries, including, without limitation and by way of example only, severance costs, headquarter redesign costs, and restructuring charges, to the extent deducted in calculating Consolidated Net Income for Measurement Period; provided that the aggregate amount of all such cash expenses, costs or charges added back pursuant to this Line 10 shall not, in the aggregate in Measurement Period, exceed 20% of Consolidated EBITDA in such period (calculated before giving effect to such add back):		$



11.	Pro forma cost-savings and cost synergies (in each case, calculated in accordance with Section 1.03(c) of the Credit Agreement) resulting from Permitted Acquisitions and permitted Dispositions consummated during Measurement Period, solely to the extent that the Borrower has determined in good faith that such cost-savings and cost synergies are reasonably expected to be realized based upon specifically identified and factually supportable actions taken or to be taken within twelve (12) months of the date of such Acquisitions or Dispositions; provided that the aggregate amount of all cost-savings and cost synergies added back pursuant to this Line 11 shall not, in the aggregate in Measurement Period, exceed 10% of Consolidated EBITDA in such period (calculated before giving effect to such add back):	$

12.	Other non-cash charges and losses for Measurement Period (excluding any such non-cash charges or losses to the extent (A) there were cash charges with respect to such charges and losses in past accounting periods or (B) there is a reasonable expectation that there will be cash charges with respect to such charges and losses in future accounting periods):	$

13.	Federal, state, local and foreign income tax credits of the Borrower and its Subsidiaries, to the extent deducted in calculating Consolidated Net Income for Measurement Period:	$

14.	All non-cash items increasing Consolidated Net Income for Measurement Period (excluding any such non-cash gains to the extent (A) there were cash gains with respect to such gains in past accounting periods or (B) there is a reasonable expectation that there will be cash gains with respect to such gains in future accounting periods):	$

15.	Consolidated EBITDA (The sum of Line 1 through Line 12 minus Line 13 minus Line 14):	$



1.	The outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments:	$

2.	All purchase money Indebtedness:	$

3.	All direct obligations arising under letters of credit (including standby and commercial but excluding letters of credit to the extent of any cash collateral therefor), bankers’ acceptances, bank guaranties, surety bonds and similar instruments:	$

4.	All obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business):	$

5.	Attributable Indebtedness in respect of Capital Leases and Synthetic Lease Obligations:	$

6.	All obligations to purchase, redeem, retire, defease or otherwise make any payment prior to the Maturity Date in respect of any Equity Interests or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends:	$

7.	Without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in Line 1 through Line 6 above of Persons other than the Company or any Subsidiary:	$

8.	All Indebtedness of the types referred to in Line 1 through Line 7 above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Borrower or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Borrower or such Subsidiary:	$

9.	Consolidated Funded Indebtedness (Total of Line 1 through Line 8):	$



1.	all interest, premium payments, debt discount, fees, charges and related expenses of the Borrower and its Subsidiaries in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP:	$

2.	all interest paid or payable with respect to discontinued operations	$

3.	the portion of rent expense of the Borrower and its Subsidiaries with respect to such period under Capital Leases that is treated as interest in accordance with GAAP:	$

4.	Consolidated Interest Charges (Line 1 + Line 2 + Line 3):	$


1.		Assignor[s]:



		[Assignor [is] [is not] a Defaulting Lender]

2.		Assignee[s]:


Assignor[s]⁸	Assignee[s]⁹	Aggregate Amount of Commitment for all Lenders¹⁰	Amount of Commitment Assigned	Percentage Assigned of Commitment¹¹	CUSIP Number
		$________________	$_________	____________%
		$________________	$_________	____________%
		$________________	$_________	____________%


[NAME OF ASSIGNOR]

By:
		Name:
		Title:

ASSIGNEE[S]¹⁴
[NAME OF ASSIGNEE]

By:
		Name:
		Title:

[NAME OF ASSIGNEE]

By:
		Name:
		Title:


[Consented to and]¹⁵ Accepted:

BANK OF AMERICA, N.A., as Administrative Agent

By:
		Name:
		Title:

[Consented to:]¹⁶

[NAME OF RELEVANT PARTY], as [ ]

By:
		Name:
		Title:


THE NEW YORK TIMES SALES COMPANY

By:
		Name:
		Title:

NYT CAPITAL, LLC

By:
		Name:
		Title:

NEW YORK TIMES DIGITAL LLC

By:
		Name:
		Title:


ACCEPTED AND AGREED:

BANK OF AMERICA, N.A., as Administrative Agent

By:
		Name:


ACCEPTED AND AGREED:

BANK OF AMERICA, N.A.,
as Administrative Agent

By:
		Name:
		Title:


TO:	Bankof America, N.A., as Administrative Agent

	RE:	Second Amended and Restated Credit Agreement, dated as of June 13, 2025, by and among The New York Times Company, a New York corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender (as amended, modified, extended, restated, amended and restated, replaced, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement

DATE:	[Date]


___________________________________________,
as a [Cash Management Bank] [Hedge Bank]

By:
Name:
Title: