Gannett Sells $1.0 Billion of Unsecured Senior Convertible Notes Due 2037
MCLEAN, VA – Gannett Co., Inc. (NYSE:GCI) announced today that it has agreed to sell $1 billion aggregate principal amount of unsecured senior convertible notes due 2037 in an underwritten public offering through Citi. The convertible notes will bear interest at a floating rate equal to 1-month LIBOR, reset monthly, minus 23 basis points, initially 5.09% per annum, and will be payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, beginning October 15, 2007. The convertible notes have an initial conversion rate of 10.8530 shares of Gannett common stock per $1,000 principal amount of the convertible notes, resulting in an initial conversion price of $92.14 per share. The convertible notes will rank equally withGannett’s outstanding senior debt. The offering is expected to close on June 29, 2007.
Gannett will use the net proceeds from this offering to repay a portion of its outstanding U.S. commercial paper.
Gannett may redeem all or some of the convertible notes for cash at any time on or after July 15, 2008 at 100% of their principal amount plus accrued and unpaid interest, if any. On each July 15, 2008, 2009, 2012, 2017, 2022, 2027 and 2032, or upon the occurrence of a change in control, the holders of the convertible notes may require Gannett to repurchase the convertible notes for cash at a price equal to 100% of the principal amount of the notes submitted for repurchase, plus accrued and unpaid interest, if any.
The convertible notes are convertible into cash and, if applicable, shares of Gannett common stock at any time prior to the close of business on the business day immediately preceding the maturity date, subject to Gannett’s option to cash settle some or all of its share delivery obligations. If converted, holders of the convertible notes will receive cash up to the principal amount of the converted notes and, if applicable, a number of shares of Gannett common stock determined based on a daily conversion value calculated on a proportionate basis for each trading day of a 10 trading day observation period, subject to Gannett’s option to cash settle some or all of its share delivery obligations.
When available, a written prospectus relating to the offering may be obtained by contacting Citigroup Global Markets, Inc., Brooklyn Army Terminal, 140 58th St., 8th Floor, Brooklyn, New York 11220 (toll-free number: 1-800-831-9146).
Gannett Co., Inc. is a leading international news and information company that publishes 85 daily newspapers in the USA, including USA TODAY, the nation’s largest-selling daily newspaper. The company also owns nearly 1,000 non-daily publications in the USA and USA WEEKEND, a weekly newspaper magazine. Gannett subsidiary Newsquest is the United Kingdom’s second largest regional newspaper company. Newsquest publishes nearly 300 titles, including 18 daily newspapers, and a network of prize-winning Web sites. Gannett also operates 23 television stations in the United States and is an Internet leader with sites sponsored by its TV stations and newspapers including USATODAY.com, one of the most popular news sites on the Web.
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