TDAY 8-K
USA TODAY Co., Inc. (TDAY)
8-K
2024-03-26
For: 2024-03-26
View Original
Added on
April 10, 2026
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):
(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction of Incorporation or Organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
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Not Applicable
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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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.
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On March 26, 2024, Gannett Co., Inc. (the “Company”) issued a press release with respect to the Company’s additional 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.
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(d) Exhibits
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Exhibit No.
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Description
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Gannett Co., Inc. Press Release dated March 26, 2024
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104
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Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)
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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.
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Gannett Co., Inc.
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Date: March 26, 2024
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By:
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/s/ Douglas E. Horne
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Douglas E. Horne
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Chief Financial Officer (principal financial officer)
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Exhibit 99.1
Gannett Announces Further Debt Reduction
MCLEAN, VA — March 26, 2024 — Gannett Co., Inc. ("Gannett", "we", "us", "our", or the "Company") (NYSE: GCI) announced today it will repurchase approximately $13.0
million of 6.00% first lien notes due November 1, 2026 (the "2026 Senior Notes") for approximately $12.0 million, representing a discount to par value. The transaction is expected to close on March 28, 2024. In connection with the repurchase of the
2026 Senior Notes, the Company will receive a waiver from certain lenders under its five-year senior secured term loan facility that will reduce the scheduled amortization payment for the fiscal quarter ending March 31, 2024 payable to those
lenders by the amount spent by the Company to repurchase the 2026 Senior Notes.
"By working with our lenders, we are continuing to opportunistically take out senior notes below par value, and this latest repurchase builds upon the agreements
announced in November and September of 2023," said Michael Reed, Chairman and Chief Executive Officer. "We expect debt reduction and improvement in our capital structure to remain our primary use of capital allocation, and as a result, we expect to
repay at least $110 million in 2024 through non-strategic asset dispositions and continued free cash flow improvement."
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,
but not limited to, statements regarding our expectations, in terms of both amount and timing, with respect to debt repayment, the terms of our debt repayment, our capital structure, our capital allocation, our free cash flow, our strategy, and our
ability to achieve our operating priorities. 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)", “continue(s)", "believe(s)", "will",
"remain(s)", 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.
* * * *
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For investor inquiries, contact:
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For media inquiries, contact:
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Matt Esposito
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Lark-Marie Anton
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Investor Relations
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Corporate Communications
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703-854-3000
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646-906-4087
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