Current Report Filing (8-k)
07 August 2020 - 7:26AM
Edgar (US Regulatory)
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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): August 6, 2020
Gannett Co., Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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001-36097
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38-3910250
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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7950 Jones Branch Drive
McLean, VA
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22107-0910
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: 703-854-6000
Not Applicable
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:
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☐
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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(s)
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Name of each exchange
on which registered
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Common Stock, par value $0.01 per share
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GCI
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New York Stock Exchange
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Preferred Stock Purchase Rights
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N/A
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New York Stock Exchange
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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 the 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 1.01 Entry into a Material Definitive Agreement.
On August 6, 2020, Gannett Co., Inc. (the “Company”) implemented a new “at the market” program by entering into an Open Market Sales AgreementSM (the “Sales
Agreement”) with Jefferies LLC (“Jefferies”). Under the terms of the Sales Agreement, the Company may offer and sell up to $50,000,000 aggregate offering price of shares of its common stock (the “Shares”), par value $0.01 per share (“Common
Stock”), from time to time through Jefferies, acting as agent.
Sales of the Shares, if any, may be made in any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on
or through the New York Stock Exchange or on any other existing trading market for the Company’s Common Stock. Under the Sales Agreement, Jefferies (at the Company’s election) will use commercially reasonable efforts to sell the Shares as directed
by the Company. The compensation payable to Jefferies for sales of Shares pursuant to the Sales Agreement will be up to 3.0% of the gross sales price for any Shares sold through it as sales agent under the Sales Agreement.
Shares sold under the Sales Agreement, if any, will be issued pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-224158), including the prospectus, dated April 5, 2018 (“Registration Statement”), and the prospectus
supplement, dated August 6, 2020, as the same may be amended or supplemented.
The offering of Shares pursuant to the Sales Agreement will terminate upon the earlier of (1) the sale of all Common Stock subject to the Sales Agreement or (2) the termination of the Sales Agreement by the Company or by Jefferies. The
description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
On August 6, 2020, Skadden, Arps, Slate, Meagher & Flom LLP delivered an opinion (the “Opinion”) to the Company in connection with the Company’s sale from time to time through Jefferies of up to $50,000,000 aggregate offering price of shares
of Common Stock pursuant to the Sales Agreement. The Opinion is being filed herewith, and thereby automatically incorporated by reference into the Registration Statement, in accordance with the requirements of Item 601(b)(5) of Regulation S-K under
the Securities Act.
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Open Market Sales Agreement, dated August 6, 2020, by and between the Company and Jefferies LLC.
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
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Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 6, 2020
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GANNETT CO., INC.
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/s/ Douglas E. Horne
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Douglas E. Horne
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Chief Financial Officer
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