Gannett Co., Inc. Watch

from 8-K 194 pages Amendment and Restatement Agreement Dated as of October 15, 2024 (This “Amendment”), Among Gannett Co., Inc., a Delaware Corporation (“Holdings”), Gannett Holdings LLC, a Delaware Limited Liability Company (The “Borrower”), the Other Guarantors Party Hereto, the Lenders Party Hereto, Citibank, N.A. (“Citi”), as the Existing Administrative Agent and Collateral Agent (In Such Capacities, the “Existing Agent”), and Apollo Administrative Agency LLC (“Apollo Aa LLC”), as Successor Administrative Agent and Collateral Agent (In Such Capacities, the “Successor Agent”), Which Amends and Restates the First Lien Credit Agreement Dated as of October 15, 2021 (As Amended, Supplemented or Otherwise Modified From Time to Time Prior to the Amendment Closing Date (As Defined Below), the “Existing Credit Agreement”), Among Holdings, the Borrower, the Other Guarantors From Time to Time Party Thereto, the Lenders From Time to Time Party Thereto and the Existing Agent. Capitalized Terms Used in This Amendment but Not Otherwise Defined Shall Have the Meanings Assigned to Such Terms in the Amended Credit Agreement (As Defined Below), Except as Otherwise Expressly Set Forth Herein. Whereas Pursuant to the Existing Credit Agreement, the Lenders (As Defined in the Existing Credit Agreement) Have Agreed to Extend Credit to the Borrower on the Terms and Subject to the Conditions Set Forth Therein;

from 8-K 40 pages First Lien/Second Lien Intercreditor Agreement Dated as of October 15, 2024 Among Apollo Administrative Agency LLC, as First Lien Agreement Agent, Apollo Administrative Agency LLC, as First Lien Agreement Collateral Agent, U.S. Bank Trust Company, National Association (F/K/a U.S. Bank National Association), as Initial Other First-Priority Agent, U.S. Bank Trust Company, National Association, as Initial Other First-Priority Collateral Agent, U.S. Bank Trust Company, National Association, as Initial Second-Priority Agent, and Alter Domus Products Corp. as Initial Second-Priority Collateral Agent Relating to Gannett Holdings LLC

from 8-K 27 pages $900.0 Million Term Loan Facility Commitment Letter

from 10-Q 25 pages Amendment No. 3 Dated as of April 8, 2022 (This “Amendment”), to the First Lien Credit Agreement Dated as of October 15, 2021 (As Amended, Supplemented or Otherwise Modified From Time to Time Prior to the Date Hereof, the “Existing Credit Agreement”, and as Amended by This Amendment, the “Credit Agreement”), by and Among Gannett Co., Inc., a Delaware Corporation, Gannett Holdings LLC, a Delaware Limited Liability Company (The “Borrower”), the Guarantors From Time to Time Party Thereto, the Lenders From Time to Time Party Thereto and Citibank, N.A., as Administrative Agent and Collateral Agent (In Such Capacities, the “Agent”). Capitalized Terms Used in This Amendment but Not Otherwise Defined Shall Have the Meanings Assigned to Such Terms in the Credit Agreement. Whereas Pursuant to the Existing Credit Agreement, the Lenders Have Agreed to Extend Credit to the Borrower on the Terms and Subject to the Conditions Set Forth Therein;

from 10-Q 23 pages Amendment No. 2 Dated as of March 21, 2022 (This “Amendment”), to the First Lien Credit Agreement Dated as of October 15, 2021 (As Amended, Supplemented or Otherwise Modified From Time to Time Prior to the Date Hereof, the “Existing Credit Agreement”, and as Amended by This Amendment, the “Credit Agreement”), by and Among Gannett Co., Inc., a Delaware Corporation, Gannett Holdings LLC, a Delaware Limited Liability Company (The “Borrower”), the Guarantors From Time to Time Party Thereto, the Lenders From Time to Time Party Thereto and Citibank, N.A., as Administrative Agent and Collateral Agent (In Such Capacities, the “Agent”). Capitalized Terms Used in This Amendment but Not Otherwise Defined Shall Have the Meanings Assigned to Such Terms in the Credit Agreement. Whereas Pursuant to the Existing Credit Agreement, the Lenders Have Agreed to Extend Credit to the Borrower on the Terms and Subject to the Conditions Set Forth Therein;

from 8-K 188 pages Amendment No. 1 Dated as of January 31, 2022 (This “Amendment”), to the First Lien Credit Agreement Dated as of October 15, 2021 (As Amended, Supplemented or Otherwise Modified From Time to Time Prior to the Date Hereof, the “Existing Credit Agreement”, and as Amended by This Amendment, the “Credit Agreement”), by and Among Gannett Co., Inc., a Delaware Corporation, Gannett Holdings LLC, a Delaware Limited Liability Company (The “Borrower”), the Guarantors From Time to Time Party Thereto, the Lenders From Time to Time Party Thereto and Citibank, N.A., as Administrative Agent and Collateral Agent (In Such Capacities, the “Agent”). Capitalized Terms Used in This Amendment but Not Otherwise Defined Shall Have the Meanings Assigned to Such Terms in the Credit Agreement. Whereas Pursuant to the Existing Credit Agreement, the Lenders Have Agreed to Extend Credit to the Borrower on the Terms and Subject to the Conditions Set Forth Therein;

from 8-K 175 pages First Lien Credit Agreement Dated as of October 15, 2021 by and Among Gannett Co., Inc., as Holdings Gannett Holdings LLC, as Borrower, Each Person Listed as a Guarantor on the Signature Pages Hereto, as Guarantors, the Lenders From Time to Time Party Hereto, as Lenders, and Citibank, N.A., as Administrative Agent and Collateral Agent Citibank, N.A. and Apollo Global Funding, LLC, as Joint Lead Arrangers and Joint Bookrunners

from 10-K 5 pages Amendment No. 3 Dated as of October 30, 2020 (This “Amendment”), to the Credit Agreement Dated as of November 19, 2019 (As Amended, Supplemented or Otherwise Modified From Time to Time, the “Credit Agreement”), Among Gannett Co., Inc. (Formerly New Media Investment Group Inc.), a Delaware Corporation (“Holdings”), Gannett Holdings LLC (Formerly Arctic Holdings LLC), a Delaware Limited Liability Company (The “Borrower”), Each Guarantor Party Thereto, the Lenders From Time to Time Party Thereto, Alter Domus Products Corp. (F/K/a Cortland Products Corp.) (“Alter Domus”), as Collateral Agent for the Lenders, and Alter Domus, as Administrative Agent for the Lenders. Capitalized Terms Used in This Amendment but Not Otherwise Defined Shall Have the Meanings Assigned to Such Terms in the Credit Agreement. Whereas Pursuant to the Credit Agreement, the Lenders Have Extended Credit to the Borrower on the Terms and Subject to the Conditions Set Forth Therein; Whereas the Borrower Has Requested That Certain Provisions of the Credit Agreement Be Amended as Set Forth Herein; and Whereas the Undersigned Lenders Are Willing to Amend Such Provisions of the Credit Agreement, in Each Case on the Terms and Subject to the Conditions Set Forth Herein. Now, Therefore, in Consideration of the Mutual Agreements Herein Contained and Other Good and Valuable Consideration, the Sufficiency and Receipt of Which Are Hereby Acknowledged, and Subject to the Conditions Set Forth Herein, the Parties Hereto Hereby Agree as Follows: A.AMENDMENT. I.SECTION 1.01 of the Credit Agreement Is Hereby Amended by Inserting the Following Term in the Appropriate Alphabetical Order

from 8-K 171 pages First Lien Credit Agreement Dated as of February 9, 2021 by and Among Gannett Co., Inc., as Holdings Gannett Holdings LLC, as Borrower, Each Person Listed as a Guarantor on the Signature Pages Hereto, as Guarantors, the Lenders From Time to Time Party Hereto, as Lenders, and Citibank, N.A., as Administrative Agent and Collateral Agent Citibank, N.A., as Lead Arranger and Sole Bookrunner, and Apollo Global Funding LLC, as Co-Manager

from 8-K 7 pages Amendment No. 5 Dated as of December 21, 2020 (This “Amendment”), to the Credit Agreement Dated as of November 19, 2019 (As Amended, Supplemented or Otherwise Modified From Time to Time, the “Credit Agreement”), Among Gannett Co., Inc. (Formerly New Media Investment Group Inc.), a Delaware Corporation (“Holdings”), Gannett Holdings LLC (Formerly Arctic Holdings LLC), a Delaware Limited Liability Company (The “Borrower”), Each Guarantor Party Thereto, the Lenders From Time to Time Party Thereto, Alter Domus Products Corp. (F/K/a Cortland Products Corp.) (“Alter Domus”), as Collateral Agent for the Lenders, and Alter Domus, as Administrative Agent for the Lenders. Capitalized Terms Used in This Amendment but Not Otherwise Defined Shall Have the Meanings Assigned to Such Terms in the Credit Agreement. Whereas Pursuant to the Credit Agreement, the Lenders Have Extended Credit to the Borrower on the Terms and Subject to the Conditions Set Forth Therein; Whereas the Borrower Has Requested That Certain Provisions of the Credit Agreement Be Amended as Set Forth Herein; and Whereas the Undersigned Lenders Are Willing to Amend Such Provisions of the Credit Agreement, in Each Case on the Terms and Subject to the Conditions Set Forth Herein. Now, Therefore, in Consideration of the Mutual Agreements Herein Contained and Other Good and Valuable Consideration, the Sufficiency and Receipt of Which Are Hereby Acknowledged, and Subject to the Conditions Set Forth Herein, the Parties Hereto Hereby Agree as Follows: Section 1. Amendment. (A) Section 7.02(j) of the Credit Agreement Is Hereby Amended by Replacing the Text of Clause (VI) Thereof With the Following Text

from 8-K 203 pages Amendment No. 4 Dated as of November 17, 2020 (This “Amendment”), to the Credit Agreement Dated as of November 19, 2019 (As Amended, Supplemented or Otherwise Modified From Time to Time, the “Credit Agreement”), Among Gannett Co., Inc. (Formerly New Media Investment Group Inc.), a Delaware Corporation (“Holdings”), Gannett Holdings LLC (Formerly Arctic Holdings LLC), a Delaware Limited Liability Company (The “Borrower”), Each Guarantor Party Thereto, the Lenders From Time to Time Party Thereto, Alter Domus Products Corp. (F/K/a Cortland Products Corp.) (“Alter Domus”), as Collateral Agent for the Lenders, and Alter Domus, as Administrative Agent for the Lenders. Capitalized Terms Used in This Amendment but Not Otherwise Defined Shall Have the Meanings Assigned to Such Terms in the Amended Credit Agreement (Defined Below). Whereas Pursuant to the Credit Agreement, the Lenders Have Extended Credit to the Borrower on the Terms and Subject to the Conditions Set Forth Therein;

from 10-Q 41 pages Amendment No. 2 Dated as of April 6, 2020 (This “Amendment”), to the Credit Agreement Dated as of November 19, 2019 (As Amended, Supplemented or Otherwise Modified From Time to Time, the “Credit Agreement”), Among Gannett Co., Inc. (Formerly New Media Investment Group Inc.), a Delaware Corporation (“Holdings”), Gannett Holdings LLC (Formerly Arctic Holdings LLC), a Delaware Limited Liability Company (The “Borrower”), Each Guarantor Party Thereto, the Lenders From Time to Time Party Thereto, Cortland Products Corp. (“Cortland”), as Collateral Agent for the Lenders, and Cortland, as Administrative Agent for the Lenders. Capitalized Terms Used in This Amendment but Not Otherwise Defined Shall Have the Meanings Assigned to Such Terms in the Credit Agreement. Whereas Pursuant to the Credit Agreement, the Lenders Have Extended Credit to the Borrower on the Terms and Subject to the Conditions Set Forth Therein; Whereas the Borrower Has Requested That Certain Provisions of the Credit Agreement Be Amended as Set Forth Herein; and Whereas the Undersigned Lenders Are Willing to Amend Such Provisions of the Credit Agreement, in Each Case on the Terms and Subject to the Conditions Set Forth Herein. Now, Therefore, in Consideration of the Mutual Agreements Herein Contained and Other Good and Valuable Consideration, the Sufficiency and Receipt of Which Are Hereby Acknowledged, and Subject to the Conditions Set Forth Herein, the Parties Hereto Hereby Agree as Follows: Section 1. Amendment. (A) Section 1.01 of the Credit Agreement Is Hereby Amended by Adding the Following Definition in the Appropriate Alphabetical Order

from 10-Q 7 pages Amendment No. 1 Dated as of December 9, 2019 (This “Amendment”), to the Credit Agreement Dated as of November 19, 2019 (As Amended, Supplemented or Otherwise Modified From Time to Time, the “Credit Agreement”), Among Gannett Co., Inc. (Formerly New Media Investment Group Inc.), a Delaware Corporation (“Holdings”), Gannett Holdings LLC (Formerly Arctic Holdings LLC), a Delaware Limited Liability Company (The “Borrower”), Each Guarantor Party Thereto, the Lenders From Time to Time Party Thereto, Cortland Products Corp. (“Cortland”), as Collateral Agent for the Lenders, and Cortland, as Administrative Agent for the Lenders. Capitalized Terms Used in This Amendment but Not Otherwise Defined Shall Have the Meanings Assigned to Such Terms in the Credit Agreement. Whereas Pursuant to the Credit Agreement, the Lenders Have Extended Credit to the Borrower on the Terms and Subject to the Conditions Set Forth Therein; Whereas Holdings and the Borrower Have Requested That Certain Provisions of the Credit Agreement Be Amended as Set Forth Herein; and Whereas the Undersigned Lenders Are Willing to Amend Such Provisions of the Credit Agreement, as Applicable, in Each Case on the Terms and Subject to the Conditions Set Forth Herein. Now, Therefore, in Consideration of the Mutual Agreements Herein Contained and Other Good and Valuable Consideration, the Sufficiency and Receipt of Which Are Hereby Acknowledged, and Subject to the Conditions Set Forth Herein, the Parties Hereto Hereby Agree as Follows: Section 1. Amendment

from 8-K 174 pages Credit Agreement Dated as of November 19, 2019 by and Among New Media Investment Group Inc. (To Be Renamed Gannett Co., Inc. Upon Effectiveness of the Merger), as Holdings Arctic Holdings LLC (To Be Renamed Gannett Holdings LLC Upon Effectiveness of the Merger), as Borrower, Each Person Listed as a Guarantor on the Signature Pages Hereto, as Guarantors, the Lenders From Time to Time Party Hereto, as Lenders, Cortland Products Corp., as Collateral Agent, and Cortland Products Corp., as Administrative Agent

from 8-K 20 pages Ninth Amendment to Credit Agreement

from 8-K 19 pages Eighth Amendment to Credit Agreement

from 8-K 64 pages Seventh Amendment to Credit Agreement

from 8-K 184 pages Sixth Amendment to Credit Agreement

from 8-K 17 pages Fifth Amendment and Joinder to Credit Agreement

from 8-K 203 pages Fourth Amendment to Credit Agreement