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Subsequent events | 9 Months Ended
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Sep. 30, 2024
Subsequent Events [Abstract] |
Subsequent events | NOTE 14 — Subsequent events Debt refinancing 2029 Term Loan Facility On October 15, 2024 (the "Closing Date"), the Company entered into an Amendment and Restatement Agreement (the "Amendment and Restatement Agreement") among the Company, as a guarantor, Gannett Holdings, as the Borrower (in such capacity, the “Borrower”), certain subsidiaries of the Borrower as guarantors, the lenders party thereto, Citibank, N.A., as the existing collateral agent and administrative agent for the lenders, and Apollo Administrative Agency LLC, as the successor collateral agent and administrative agent for the lenders, which amends and restates the Company's existing First Lien Credit Agreement dated as of October 15, 2021 (as amended, supplemented or otherwise modified from time to time prior to the Closing Date, the "Existing Credit Agreement"; the Existing Credit Agreement, as amended and restated by the Amendment and Restatement Agreement, the "Amended Credit Agreement") by and among the Company, as guarantor, the Borrower, certain subsidiaries of the Borrower as guarantors and Citibank, N.A., as administrative agent and collateral agent. The Amended Credit Agreement provides for a new $900.0 million first lien term loan facility (the "2029 Term Loan Facility"), which refinanced and replaced the Company's existing Senior Secured Term Loan. The 2029 Term Loan Facility is comprised of an initial term loan facility of $850.4 million, funded on the Closing Date (the "2029 Initial Draw Facility"), and a delayed draw term loan facility of $49.6 million (the "2029 Delayed Draw Facility"), which has been made available to the Borrower at its discretion from the Closing Date and for a period of six months thereafter, subject to certain terms and conditions. As of the Closing Date, the lenders under the Amended Credit Agreement consisted primarily of funds, accounts or other clients managed by Apollo Capital Management, L.P. or its affiliates (the "Apollo Funds"), with $40.4 million of loans being provided by investors that elected the Loan Option Consideration in the 2026 Senior Notes Exchange Offer (as defined below). Pursuant to the Amended Credit Agreement, Apollo Administrative Agency LLC was appointed as the successor administrative agent and the successor collateral agent to Citibank, N.A. The 2029 Term Loan Facility bears interest at an annual rate equal, at the Borrower's option, to either (a) an alternate base rate (which shall not be less than 2.50% per annum) plus a margin equal to 4.00% per annum or (b) Adjusted Term SOFR (which shall be no less than 1.50%) plus a margin equal to 5.00% per annum. The 2029 Term Loan Facility will mature on October 15, 2029 and will be freely prepayable without penalty. Proceeds from the 2029 Initial Draw Facility, funded on the Closing Date, were used on the Closing Date to prepay in full the Senior Secured Term Loan, to repurchase Gannett Holdings' 2026 Senior Notes that were tendered by the holders thereof on or prior to October 10, 2024 pursuant to the 2026 Senior Notes Exchange Offer and to repurchase the Company's 2027 Notes that were exchanged by the holders thereof on the Closing Date pursuant to the Convertible Notes Exchange (as defined below). The proceeds of the 2029 Delayed Draw Facility may be used to redeem outstanding 2026 Senior Notes not tendered in the 2026 Senior Notes Exchange Offer in accordance with the terms of the indenture governing the 2026 Senior Notes (the "2026 Senior Notes Indenture") or to repurchase additional 2027 Notes. 2026 Senior Notes Exchange Offer and Consent Solicitation On October 15, 2024, the Company and Gannett Holdings completed an offer to exchange (the "2026 Senior Notes Exchange Offer") any and all outstanding 2026 Senior Notes for, at the election of each holder of 2026 Senior Notes, either (a) (i) term loans under the 2029 Term Loan Facility and (ii) an upfront fee equal to 1.5% of such term loans (together with the term loans, the "Loan Option Consideration"); or (b) cash (the "Cash Option Consideration"). Pursuant to the 2026 Senior Notes Exchange Offer, $274.7 million in aggregate principal amount of the 2026 Senior Notes were tendered and accepted for exchange and subsequently canceled. 2026 Senior Notes in an aggregate principal amount of $40.4 million were exchanged for the Loan Option Consideration and 2026 Senior Notes in an aggregate principal amount of $234.3 million were exchanged for the Cash Option Consideration. Pursuant to the 2026 Senior Notes Exchange Offer, the Company paid aggregate cash consideration of $234.9 million (including the Cash Option Consideration and the upfront fee included in the Loan Option Consideration). Following the completion of the 2026 Senior Notes Exchange Offer, the Company had outstanding $3.9 million aggregate principal amount of 2026 Senior Notes. Concurrently with the completion of the 2026 Senior Notes Exchange Offer, the Company and Gannett Holdings completed their solicitation of consents to (i) eliminate substantially all of the restrictive covenants contained in the 2026 Senior Notes Indenture, (ii) eliminate certain of the default provisions contained in the 2026 Senior Notes Indenture and (iii) amend certain related provisions to conform with such eliminations (collectively, the "2026 Senior Notes Proposed Amendments") and received the requisite number of consents to adopt the 2026 Senior Notes Proposed Amendments. On October 15, 2024, the Company, Gannett Holdings and the guarantors under the 2026 Senior Notes Indenture entered into a supplemental indenture to implement the 2026 Senior Notes Proposed Amendments. Convertible Notes Exchange Transactions On October 15, 2024, the Company completed privately negotiated transactions with certain holders of 2027 Notes pursuant to which it (i) repurchased a total of $223.6 million in aggregate principal amount of 2027 Notes for cash at a rate of $1,110 per $1,000 principal amount of 2027 Notes, for aggregate cash consideration of $248.2 million and (ii) exchanged a total of $223.6 million in aggregate principal amount of 2027 Notes for new 6.000% Senior Secured Convertible Notes due 2031 (the "2031 Notes" and such repurchase and exchange, collectively, the "Convertible Notes Exchange"). Additionally, on October 15, 2024, the Company issued and sold $110,000 in aggregate principal amount of 2031 Notes in a privately negotiated transaction (the "2031 Notes Sale"). The 2031 Notes were issued pursuant to an indenture, dated as of October 15, 2024, among the Company, the guarantors party thereto, U.S. Bank Trust Company, National Association, as trustee, and Alter Domus Products Corp, as collateral agent. Following the completion of the Convertible Notes Exchange and the 2031 Notes Sale, the Company had outstanding $38.1 million aggregate principal amount of 2027 Notes and $223.7 million aggregate principal amount of 2031 Notes. Concurrently with the Convertible Notes Exchange, the Company and the guarantors party thereto entered into a supplemental indenture to the indenture governing the 2027 Notes, dated as of November 17, 2020 (the "2027 Notes Indenture") pursuant to which (i) substantially all of the restrictive covenants contained in the 2027 Notes Indenture were eliminated, (ii) certain of the default provisions contained in the 2027 Notes Indenture were eliminated and (iii) certain related provisions were amended to conform with such eliminations. We refer to the borrowing of term loans under the 2029 Term Loan Facility, the prepayment of the Senior Secured Term Loan, the exchange of 2026 Senior Notes for cash and term loans under the 2029 Term Loan Facility pursuant to the 2026 Senior Notes Exchange Offer and the Convertible Notes Exchange as the "Refinancing Transactions." Following the closing of the Refinancing Transactions, as of October 15, 2024, total debt outstanding was $1.1 billion, which included the (i) $850.4 million of 2029 Term Loan Facility, (ii) $3.9 million of 2026 Senior Notes (iii) $38.1 million of 2027 Notes, and (iv) $223.7 million of 2031 Notes. As of such date, $49.6 million was available for borrowing under the 2029 Delayed Draw Facility. As a result of the Refinancing Transactions, we estimate that we will recognize pre-tax net gains on the early extinguishment of the Senior Secured Term Loan, the 2026 Senior Notes that were exchanged pursuant to the 2026 Senior Notes Exchange Offer and the 2027 Notes that were exchanged pursuant to the Convertible Notes Exchange in the aggregate of approximately $50 million, as well as other fees of approximately $10 million during the fourth quarter of 2024.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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