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GCI > SEC Filings for GCI > Form 8-K on 2-Oct-2009All Recent SEC Filings

Show all filings for GANNETT CO INC /DE/ | Request a Trial to NEW EDGAR Online Pro

Form 8-K for GANNETT CO INC /DE/


2-Oct-2009

Creation of a Direct Financial Obligation or an Obligation under an Off-Balan


Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information in Item 8.01 is incorporated by reference into this Item 2.03.



Item 8.01. Other Events.

On October 2, 2009, Gannett Co., Inc. ("Gannett") sold $250,000,000 aggregate principal amount of its 8.750% Senior Notes due 2014 (the "2014 Notes") and $250,000,000 aggregate principal amount of its 9.375% Senior Notes due 2017 (the "2017 Notes," and together with the 2014 Notes, the "Notes"). The Notes were offered only to eligible purchasers through a private placement and have not been registered under the Securities Act of 1933, as amended, or any state securities laws. Gannett will pay interest on the Notes semi-annually, in arrears, on May 15 and November 15 of each year, commencing May 15, 2010, to holders of record on the immediately preceding May 1 and November 1. The Notes will rank equally with Gannett's outstanding public bonds and credit agreements. The Notes are guaranteed by all of Gannett's subsidiaries that guarantee its obligations under its credit agreements on a senior basis.

The Notes may become subject to redemption under certain circumstances, including a change of control (as defined in the Notes) of Gannett. In addition, after November 15, 2013, Gannett may, at its option, redeem the 2017 Notes at the redemption prices and subject to the terms set forth in the Notes, together with accrued and unpaid interest thereon, if any, to the redemption date.

The Notes also provide for certain customary events of default, including, among others, nonpayment of principal or interest, bankruptcy and insolvency events, and cross acceleration, which would permit, or automatically cause, as applicable, the principal, premium, if any, interest and other monetary obligations on all the then outstanding Notes to be declared due and payable immediately.

On October 2, 2009, the company issued a press release announcing the completion of the offering and issuance of the Notes. A copy of the press release is attached hereto as Exhibit 99.1.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

See Index to Exhibits attached hereto.

The company agrees to furnish to the Commission, upon request, a copy of each agreement with respect to long-term debt not filed herewith in reliance upon the exemption from filing applicable to any series of debt which does not exceed 10% of the total consolidated assets of the company.


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