Gannett Announces Expiration of Exchange Offer and Consent Solicitation

NEW YORK, NY--(BUSINESS WIRE)--Gannett Co., Inc. (“Gannett”, “we”, “our”, or the “Company”) (NYSE: GCI) announced today that its previously announced (a) offer to exchange (the “Exchange Offer”) any and all outstanding 6.000% Senior Secured Notes due 2026 (the “Notes”) of its wholly-owned subsidiary, Gannett Holdings LLC (“Gannett Holdings”), and (b) the related consent solicitation made by Gannett and Gannett Holdings (the “Consent Solicitation”) to adopt certain amendments to the indenture governing the Notes (the “Proposed Amendments”), expired at 5:00 p.m., New York City time, on October 25, 2024.

The initial settlement for the Notes that were validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on October 10, 2024 (the “Early Tender Time”), and accepted for exchange occurred on October 15, 2024. Gannett and Gannett Holdings did not accept for exchange any Notes tendered after the Early Tender Time. Any Notes tendered and not accepted for exchange will be returned to holders promptly.

In addition, as previously disclosed, Gannett and Gannett Holdings received the requisite consents to the Proposed Amendments. A supplemental indenture effecting the Proposed Amendments was executed on October 15, 2024.

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.

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.

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 note repurchases, exchanges and redemptions and expectations (including timing) with respect to the Exchange Offer and Consent Solicitation. Words and phrases such as “may”, “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 confidential offer to exchange and consent solicitation statement dated September 26, 2024 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.